Resolution No. 2011-073RESOLUTION NO. 2011-73
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 THERETO
FOR THE PURCHASE BY AND BETWEEN THE CITY OF VERNON
AND XEBEC REALTY PARTNERS, INC. FOR PROPERTY
LOCATED AT 5119, 5201 AND 5241 DISTRICT BOULEVARD
AND 4601 EAST 52ND DRIVE
WHEREAS, the City of Vernon desires to sell certain real
property in the City consisting of approximately 448,367 square feet
(approximately 10.29 acres) of unimproved property, commonly known as
5119, 5201 and 5241 District Boulevard and 4601 East 52nd Drive in the
City of Vernon (the "Property") to Xebec Realty Partners, Inc.
("Xebec") for approximately $9,128,752.10; and
WHEREAS, the project is categorically exempt from the
California Environmental Quality Act (CEQA) under Section 15312, Class
12, Surplus Government Property Sales, and City staff has recommended
that a Notice of Exemption be filed with the County Clerk pursuant to
Section 15312 of the California Environmental Quality Act Guidelines.
WHEREAS, the City has agreed to sell the Property to Xebec
on negotiated terms, which the City has determined to be fair and
reasonable; and
WHEREAS, City staff have recommended that the Property be
sold and the necessary documents executed to implement the sale
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
Escrow Instructions for Purchase of Real Estate with Xebec, in
substantially the same form as the copy which is attached hereto as.
Exhibit A.
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 City Clerk, or Deputy City
Clerk, is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
finds and determines that the proposed project is exempt from CEQA and
hereby directs the City Clerk, or the City. Clerk's designee, to file a
Notice of Exemption with the County Clerk of the County of Los
Angeles.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
action is deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the -
transactions herein approved or authorized.
SECTION 6: The City Council of the City of Vernon hereby
authorizes the City Administrator, 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.
2
SECTION 7: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to give one
fully executed Agreement and Addendum to:
Xebec Realty Partners, Inc.
Attention: Neil Mishurda, Executive Vice President
3010 Old Ranch Parkway, Suite 470
Seal Beach, CA 90740
SECTION 8: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 3rd day of May, 2011.
ATT T:
Willard G. chi ity Clerk
Hilario Gonzales
Name:
Title: Mayor / or Pro-
_3_
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2011-73, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City Council duly
held on Tuesday, May 3, 2011, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this 14- day of May, 2011, at Vernon, California..
illard e Y ag c i, City Clerk
(SEAL)
4
STANDARD OFFER, AGREEMENT AND ESCROW
INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non -Residential)
AIR Commercial Real Estate Association
April 14, 2011
(Date for Reference Purposes)
1. Buyer.
1.1 XEBEC REALTY PARTNERS, INC., a. Delaware corporation ("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 waiver or expiration of the Buyer's Contingencies ("Expected Closing Date") and to be held by
Commerce Escrow ("Escrow Holder"), whose address is 1545 Wilshire Blvd, Suite 600, Los Angeles, CA [ZIP Code], Attn:
Dwayne Butler; Phone No. 213.484.0855; Facsimile No.213.484.0417; Email address: dbutler@comescrow.com upon. the terms and
conditions set forth in this agreement (this "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 (the "Property') that is the subject of this offer consists of approximately 10.29 acres of industrial zoned
land located in the City of Vernon, County of Los Angeles, State of California, and commonly known by the street address of 5119,
5201 and 5241 District Boulevard and 4601 East 52no Drive.
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 Chicago Title Company, Attn: Mike Slinger ("Title
Company"), which shall issue the title policy hereinafter described.
2.3 The Property includes, at no additional cost to Buyer, any permanent improvements thereon, including those items which
pursuant to applicable law are a part of the property, and all additional items described in Paragraph 2.3 of the ADDENDUM
(collectively, the "Improvements").
3. Purchase Price.
3.1 The purchase price (the "Purchase Price") to be paid by Buyer to Seller for the Property shall be NINE MILLION ONE
HUNDRED TWENTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY-TWO AND 10/100 DOLLARS ($9,128,752.10), payable
in cash.
4. Deposits.
4.1 Within 2 business days after both Parties have executed this Agreement and the executed Agreement has been delivered to
Escrow Holder, Buyer shall deliver to Escrow Bolder via wire transfer the sum of $150,000. If said wire is not received by Escrow
Holder within said time period, then Seller may elect to unilaterally terminate this transaction by giving written notice of such election
to Escrow Holder, whereupon neither Party shall have any further liability to the other under this Agreement. 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 deposit: Within 5 business days after the contingencies discussed in Paragraph 9.1 (a) through (m) and (r) are
approved or waived, Buyer shall deposit with Escrow Holder the additional sum of $150,000 to be applied to the Purchase Price at the
Closing.
4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to Paragraphs 4.1 and 4.2 (collectively the
"Deposit") in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the
timing requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that
there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer's Federal
Tax Identification Number is 61-1542648 NOTE: Such interest bearing account cannot be opened until Buyer's Federal Tax
Identification Number is provided.
Al
5. INTENTIONALLY OMITTED
6. INTENTIONALLY OMITTED
7. Real Estate Brokers.
7.1 The following real estate broker(s) ("Brokers") and brokerage relationships exist in this transaction and are consented to by
the Parties (check the applicable boxes):
X❑ Cushman & Wakefield represents Seller exclusively ("Seller's Broker"); and
X❑ Xebec Development Company represents Buyer exclusively ("Buyer's Broker).
The Parties acknowledge that Brokers are the procuring cause of this Agreement. See Paragraph 24 regarding the nature of a real
estate agency relationship.
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,
other than the Brokers named in Paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers 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 the other harmless from and against any costs, expenses or liability for
compensation, commission or charges which may be claimed by any broker, finder or other similar party, other than said named
Brokers by reason of any dealings or act of the indemnifying Party.
8. Escrow and Closing.
8.1 Upon acceptance hereof by Seller, this Agreement, including any 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 this Agreement unless specifically so instructed by the Parties or their respective Brokers. Subject to the reasonable
approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.
8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the
Date of Agreement as defined in Paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained.
8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable
law and custom and practice of the community in which Escrow. Holder is located, including any reporting requirements of the
Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state
where the Escrow Holder is located, the law of the state where the Property is located shall prevail.
8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow (the "Closing") by
recording a grant deed and the other documents required to be recorded, and by disbursing the funds and documents in accordance
with this Agreement.
8.5 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. (See also Paragraph 11)
8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters
contained in Paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are,
however, matters of agreement between the Parties only and are not instructions to Escrow Holder.
8.7 If this transaction is terminated for non -satisfaction and non -waiver of a 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. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay Title
Company and Escrow Holder cancellation fees and costs.
8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing;
provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual
instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in
writing that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without
further notice or instructions.
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8.9 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.
8.10 If this sale of the Property is not consummated for any reason other than Seller's breach or default, then, at Seller's request
and as a condition to any obligation to return Buyer's deposit (see Paragraph 21), Buyer shall within 5 days after written request
deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other
similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall not be required to deliver any
such report if the written contract which Buyer entered into with the consultant who prepared such report specifically forbids the
dissemination of the report to others. SEE ADDENDUM
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 DISAPPROVAL OF ANY OF SAID CONTINGENCIES
WITHIN THE TIME SPECIFIED THEREIN, 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 therefore by the Buyer in such conditional approval or by this Agreement,
whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly provide all Parties with
copies of any written disapproval or conditional approval which it receives. SEE ADDENDUM
(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 2 business days following the Date of
Agreement. Buyer has until the Feasibility Deadline (as defined in the attached Addendum) to approve or disapprove the matters
disclosed.
(b) Physical Inspection. Buyer has until the Feasibility Deadline to satisfy itself with regard to the physical aspects of
the Property.
(c) Hazardous Substance Conditions Report. Buyer has until the Feasibility Deadline 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.
SEE ADDENDUM.
(d) Soil Inspection. Buyer has until the Feasibility Deadline 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 reports with respect to the Property in Seller's possession within 10 days of the Date of Agreement.
(e) Governmental Approvals. Buyer has until the Feasibility Deadline 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 2 business days following the Date of Agreement. Buyer has until the
Feasibility Deadline to satisfy itself with regard to the condition of title. Buyer hereby disapproves of all monetary encumbrances,
other than non -delinquent property taxes and assessments which are to be pro -rated at Closing, which shall not be considered a failure
of this contingency, and Seller shall have the obligation, at Seller's expense, to satisfy and remove all monetary encumbrances, other
than non -delinquent property taxes and assessments, at or before the Closing.
(g) Survey. Buyer has until the Feasibility Deadline 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
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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) Existing Leases and Tenancy Statements. Seller represents and warrants that there are no leases, subleases or rental
arrangements (collectively, "Existing Leases") affecting the Property.
(i) INTENTIONALLY OMITTED.
0) Other Agreements. Seller shall, within 2 business days of the Date of Agreement, provide Buyer with legible copies of all
agreements ("Other Agreements") in Seller's possession that will affect the Property after Closing. Buyer has until the Feasibility
Deadline to satisfy itself with regard to such Other Agreements. SEE ADDENDUM
(k) INTENTIONALLY OMITTED
(l) INTENTIONALLY OMITTED
(m) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has until the
Feasibility Deadline 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 2 business days of the Date of Agreement.
(n) 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 $10,000.00 to repair or cure. If the cost
of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10
days after receipt of written notice of a loss costing more than $10.000.00 to repair or cure, to either terminate this transaction or to
purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or
cure is more than $10,000.00, and Buyer does not elect to terminate this transaction, Buyer shall be entitled to any insurance proceeds
applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has
occurred prior to Closing.
(o) 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 substantial adverse change in the use, occupancy, tenants,
title 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.
(p) 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.
(c) Feasibility. "Feasibility" shall mean Buyer's determination, in its sole, subjective discretion, whether Buyer can feasibly
acquire, _develop, own and operate the Property in accordance with Buyer's plans and circumstances.
(r) Feasibility Deadline. Notwithstanding any other provision of this Agreement to the contrary, Buyer's time for reviewing
all of the matters set forth in Paragraphs 9.1(a) through 9.1(m), inclusive, and 9.1(q) shall expire at 5:00 P.M. (California time) on the
60th day after the Date of Agreement (the "Feasibility Deadline").
9.2 All of the contingencies specified in subparagraphs (a) through (m), inclusive, and (q) 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."
9.3 If any Buyer's Contingency or any other matter subject to Buyer's approval is disapproved as provided for herein in a
timely manner (each, a "Disapproved Item"), Seller shall have the right within 10 days following the receipt of notice of Buyer's
disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ("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 right, 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 such 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 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
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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 Expected 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 deed, duly executed and in recordable form, conveying fee title to the Property to Buyer. SEE ADDENDUM
(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.
(f) 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.
(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 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 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.
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 supplemental bill.
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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.
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.
12. Representations and Warranties of Seller and Disclaimers.
12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years and are
true, material and may be relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and
representations to Buyer and Brokers:
(a) Authority of Seller. Seller is the owner of the Property and/or has the full right, power and authority to sell, convey
and transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder.
(b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in Paragraph
9.1(n) hereof, Seller shall maintain the Property until the Closing in its present condition, ordinary wear and tear excepted. SEE
ADDENDUM
(c) Hazardous Substances/Storage Tanks. Except as disclosed to Buyer in Paragraph 9.1(c), Seller has no knowledge 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. SEE ADDENDUM 9.1(C)
(d) Compliance. Except as disclosed to Buyer in Paragraph 9.1(c), Seller has no knowledge of any aspect or condition
of the Property which violates applicable laws, rules, regulations, codes or covenants, conditions or restrictions, or of improvements or
alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable
governmental agency or casualty insurance company requiring any investigation, remediation, repair, maintenance or improvement be
performed on the Property. SEE ADDENDUM 9.1(C)
(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 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 mechanics' or materialmens' lien rights concerning the Property.
(h) Actions, Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings pending or threatened
before any commission, board, bureau, agency, arbitrator, court or tribunal that would affect the Property or the right to occupy or
utilize same.
(i) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change (see Paragraph
9.1(o)) 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 e bankruptcy or insolvency proceeding.
(k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding.
(1) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any right to possession of any
personal property included in the Purchase Price nor knowledge of any liens or encumbrances affecting such personal property, except
as disclosed by this Agreement or otherwise in writing to Buyer.
12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its
existing condition and will, by the time called for herein, make or have waived all inspections of the Property Buyer believes are
necessary to protect its own interest in, and its contemplated use of, the Property. The Parties acknowledge that, except as otherwise
stated in this Agreement, no representations, inducements, promises, agreements or 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.
Page 6 of 12
INITIALS INITIALS
12.4 Any environmental reports, soils reports, surveys, and other similar documents that 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.
14. Buyer's Entry.
At any time during the Escrow period, Buyer, and its agents and representatives, shall have the right at reasonable times 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 written approval, which shall not be unreasonably withheld. Following any such entry or work, unless
otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work, including
the recompaction or removal of any disrupted soil or material as Seller may reasonably direct. All such inspections and tests and any
other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due
and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, losses,
expenses (including reasonable attorneys' fees), damages, including those for injury to person or property, arising out of or relating to
any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith. SEE ADDENDUM
15. Further Documents and Assurances.
The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in
condition for Closing as and when required by this Agreement. The Parties agree to provide all further information, and to execute and
deliver all further documents, reasonably required by Escrow Holder or the Title Company.
16. Attorneys' Fees.
If any Party or Broker brings an action or proceeding (including arbitration) involving the Property whether founded in tort, contract
or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon,
shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or
not such action or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall include, without limitation, a
Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement,
judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in
accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.
17. Prior Agreements/Amendments.
17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.
17.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller.
18. INTENTIONALLY OMITTED
19. Notices.
19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval,
disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or
by mail, postage prepaid, to the address set forth in this Agreement or by facsimile or electronic mail 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). Communications transmitted by electronic mail shall be
deemed delivered at the time of being sent by electronic mail if delivery thereof is confirmed by sender's receipt of a transmission
report, generated by sender's email, which confirms that the email was successfully transmitted. 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 Los
Angeles on the date of 1, it shall be deemed automatically revoked.
Aer fyi3, �//
Page 7 of 12
INITIALS
INITIALS
20.2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as
described in Paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing,
unconditionally accepting the last outstanding offer or counteroffer.
21. LIQUIDATED DAMAGES.
(This Liquidated Damages paragraph is applicable only if initialed by both Parties).
THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT
TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE
SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL
CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS
AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT
OF $300,000.00 UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED
FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES
AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.
Buyer fnitials
Seller Initials
22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if
initialed by both Parties.)
22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED
DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE
DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF
THE AMERICAN ARBITRATION ASSOCIATION ("COMMERCIAL RULES"). ARBITRATION
HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY
SUCH CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE
IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST 5 YEARS OF FULL TIME
EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF
REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THEY SHALL BE APPOINTED
UNDER THE COMMERCIAL RULES. THE ARBITRATORS SHALL HEAR AND DETERMINE
SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE
PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND
UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE -ARBITRATION
DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR
STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE
EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED WITHIN 30 DAYS
AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND
COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE
ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION
NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION
HEARING TO APPEAR THEREAT.
22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS
SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR
DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND ' UNTIL THE ARBITRATION
Page 8 of 12
INITIALS INITIALS
RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT
SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES
AND/OR SPECIFIC PERFORMANCE.
22.3 NOTICE: BY INITIALING 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 INITIALING IN THE SPACE BELOW YOU ARE
GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH 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 PROCEDURE. 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 TO NEUTRAL ARBITRATION.
/v
Buyer nitials Seller Initials
23. Miscellaneous.
23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not Paragraphs 21 and 22 are
initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the
time that the Agreement 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. SUCH
WAIVER APPLIES TO SELLER TO THE EXTENT PERMITTED BYLAW
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 Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and
refer to calendar days.
24. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
24.1 The Parties and Brokers agree that their relationship(s) shall be governed by the principles set forth in the applicable
sections of the California Civil Code, as summarized in Paragraph 24.2.
24.2 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from
the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and
Seller acknowledge being advised by the Brokers in this transaction, as follows:
Page 9 of 12_
INITIALS INITIALS
(a) Seller's Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A
Seller's agent or subagent has the following affirmative obligations: (1) To the Seller: A fiduciary duty of utmost care, integrity,
honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in
performance of the agent's duties. b. A duty of honest and fair dealing and good faith. e. A duty to disclose all facts known to the
agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and
observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other
Party which does not involve the affirmative duties set forth above.
(b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these
situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in
full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer: A
fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller: a. Diligent
exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A
duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or
within the diligent attention and observation of the Parties. An agent is not obligated to reveal to either Party any confidential
information obtained from the other Party which does not involve the affirmative duties set forth above.
(c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more
associate licenses, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent
of both the Seller and the Buyer. (1) In a dual agency situation, the agent has the following affirmative obligations to both the Seller
and the Buyer: a. A fiduciary duty of utmost care, integrity honesty and loyalty in the dealings with either Seller or the Buyer. b. Other
duties to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph 24.2. (2) In representing both
Seller and Buyer, the agent may not without the express permission of the respective Party, disclose to the other Party that the Seller
will accept a price less than the listing price or that the Buyer will pay a price greater the price offered. (3) The above duties of the
agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller
should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent
is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.
(d) Further Disclosures. Throughout this transaction. Buyer and Seller may receive more than one disclosure, depending
upon the number of agents assisting in the transaction. Buyer and Seller should each read its contents each time it is presented,
considering the relationship between them and the real estate agent in this transaction and that disclosure. Brokers have no
responsibility with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys' fees) of
any Broker with respect to any breach of duty, error or omission relating to this Agreement shall not exceed the fee received by such
Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable
to any gross negligence or willful misconduct of such Broker.
24.3 Confidential Information: Buyer and Seller agree to identify to Brokers as "Confidential" any communication or
information given Brokers that is considered by such Party to be confidential,
25. Construction of Agreement.
In construing this Agreement, all headings and 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 2 Pages
Page 10 of 12
1N II IAL5
INITIALS
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.
The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of
a copy hereof.
BROKER: BUYER: XEBEC REALTY PARTNERS, INC
a Delaware corporation
Attn:
Title:
Address
Telephone:
Facsimile: �)
Email:
Federal ID No.
By:
Date: 1��G ZIPS ZO//
Name Printed: Neil Mishurda
Title: Executive Vice President
Telephone: (_) 562.546.0200
Facsimile: ( ) 562.546.0255
Email: neilm@xebecllc.com
By:
Date:
Name Printed:
Title:
Address:
Telephone: �)
Facsimile: L�
Email:
Federal ID No
Page 11 of 12
INITIALS
INITIALS
27. Acceptance.
27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and
conditions therein specified.
27.2 Seller acknowledges that Brokers have been retained to locate a Buyer and are the procuring cause of the purchase and sale
of the Property set forth in this Agreement. In consideration of real estate brokerage service rendered by Brokers, Seller agrees to pay
Buyer's Broker a real estate Brokerage Fee in a sum equal to 2.5% of the Purchase Price and shall pay Seller's Broker pursuant to a
separate agreement. This Agreement shall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to Brokers
out of the proceeds accruing to the account of Seller at the Closing.
27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer.
NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER
THIS AGREEMENT
BROKER: CUSHMAN & WAKEFIELD OF
CALIFORNIA INC
Attn:
Title:
Address:
John McMillan
SELLER: CITY OF VERNON
By:
Date:
601 S. Figueroa Street 47' Floor Name Printed:
Telephone: () 213.955.6494
Facsimile: 213.947.1772
Email: John.McMillan@cushwake.com
Federal ID No.
INITIALS
Title:
Telephone: 323.583.8811
Facsimile: 323.826.1422
Email:
By:
Date:
Name Printed:
Title:
Address:
Telephone: (_)
Facsimile: �)
Email:
Federal ID No.
Page 12 of 12
INITIALS
ADDENDUM TO
_STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS
FOR PURCHASE OF REAL ESTATE BETWEEN
XEBEC REALTY PARTNERS, INC. ("BUYER")
AND CITY OF VERNON ("SELLER")
This Addendum is attached to, and made a part of, the Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate, dated April 14, 2011 between XEBEC REALTY PARTNERS, INC., as Buyer, and the
CITY OF VERNON, as Seller (the "Agreement"). For convenience, all capitalized terms not otherwise defined in
this Addendum have the same meaning ascribed to them in the Agreement. Furthermore, paragraph references
used in this Addendum correspond to the paragraphs set forth in the Agreement.
2_1 The fee parcels that comprise the Property consist of 458,062 sq. ft. (or 10.516 acres) on a "gross" basis prior to
the subtraction of existing street easements. The "net" area of the Property after subtraction of existing street
easements is 454,565 sq. ft. (or 10.435 acres). Buyer and Seller have agreed that, concurrent with the Closing of
the purchase of the Property by Buyer, Buyer shall dedicate an additional 6,198 sq. ft. of the Property in two strips
(the "Street Dedication") to Seller for the Atlantic Blvd. Bridge over the Los Angeles River Project and the District
Blvd. widening project as depicted on that certain ALTA/ACSM Land Title Surrey dated February 4, 2011 prepared
for Seller by Mollenhauer Group and that the City shall accept such Street Dedication. The Purchase Price is
reflective of this reduction in square footage of the Property. The "net" area of the Property that will be retained by
Buyer after the Closing and the Street Dedication consists of 448,367 sq. ft. (or 10.293 acres) and, at the price of
$20.36 per square foot, results in the Purchase Price of $9,128,752.10. Buyer, at no cost to Buyer other than its
own legal and surveyors fees, and Seller will execute such additional documents or instruments as are necessary or
appropriate and mutually agreed upon as to `substance, to accomplish the Street Dedication by Buyer and its
acceptance by Seller concurrently with the Closing, including, without limitation, grant deeds for those portions of the
Property being dedicated to the City (the "Street Dedication Documents").
2_3 Buyer hereby acknowledges that a portion of the fence providing security for the Property is currently leased by
.Seller. Such leased portion of the fence is not an Improvement and will not be transferred to Buyer with the
Property. Buyer further acknowledges that Seller intends to terminate the lease in connection with the Closing and
that the fence will be removed from the Property unless Buyer arranges with the lessor to take over the lease. The
Property also includes, at no additional cost to Buyer, all aggregate, road base and fill dirt currently located on the
Property, all intangible personal property related to or arising out of the ownership of the Property, including, without
limitation, all development entitlements and similar rights of use or development, if any, and all easements, rights of
way and other appurtenances to the Property, together with any right, title and interest of Seller in and to adjacent
streets, alleys or rights of way. Buyer shall be permitted to review Seller's Building Department files relating to the
Property and make copies of all licenses, permits, blueprints, plans, specifications, maps and drawings, if any,
contained therein during regular Building Department business hours both prior to and following the Closing. Seller
will execute such additional documents or instruments as are reasonably necessary or appropriate to convey any
aspect of the Property, including, without limitation, a bill of sale for any items deemed to be personal property.
8.10 Notwithstanding the foregoing, Buyer's only obligations hereunder will be with respect to items related to the
Property generally, and not to Buyer or Buyer's businesses specifically. All documents to be so delivered shall be
without representation or warranty.
9.1 All periods of time referred to in this Agreement are calculated by excluding the first day and including the last
day and shall include all Saturdays, Sundays and holidays (national, State of California and local), except when it
is the last day of a given period, in which event it shall be excluded.
9.1(c) Seller has disclosed to Buyer that certain Hazardous Substances are known to have been used previously
at the Property and that additional environmental remediation of the Property will be required. Buyer has agreed to
conduct such further investigations as it deems necessary with respect to such environmental remediation and has
agreed that, if Buyer acquires the Property, Buyer will complete any additional environmental remediation required
at the Property under applicable Federal, state or local law at its expense.
/Ie6o
9.1(j) Such Other Agreements shall include, without limitation: any surveys in Seller's possession or control,
environmental reports and studies, soils reports and other documentation relating to the physical condition of the
Property; all licenses and permits relating to the Property; a schedule of all warranties and service contracts, and
copies of all items listed thereon; any and all notices, correspondence or other instruments indicating any non-
compliance of the Property with applicable law; any site plans or development plans; and all other written
agreements or notices in Seller's possession that may affect the Property following the Closing.
10.2(a) The grant deed shall not show on the face thereof the documentary transfer tax, but shall be accompanied
by a separate document in form and substance satisfactory to the County Recorder setting forth the amount of the
documentary tax.
10.3 Buyer shall also deliver to Seller through Escrow the Street Dedication Documents.
1- 2.1(b) From and after the date hereof until Closing, Seller further covenants and agrees that it shall (i) maintain the
Property in its present condition in accordance with all applicable laws, ordinances, rules and regulations affecting
the Property and (ii) maintain in effect all insurance policies carried by Seller with respect to the Property and in
effect as of the Date of Agreement.
14. Notwithstanding the foregoing, except as provided in this Agreement, Buyer shall have no liability or indemnity
obligation for diminution in the value of the Property and clean-up, remediation or containment costs, or any other
loss, liability or expense that may result from the discovery or presence of any Hazardous Substance on or about
the Property.
28. Independent Contract Consideration. Contemporaneously with the execution and delivery of this Agreement,
Buyer has delivered to Seller, and Seller hereby acknowledges the receipt of, a check in the amount of One
Hundred and 00/100 Dollars ($100.00) ("Independent Contract Consideration"), which amount the parties
bargained for and agreed to as consideration for Buyer's right to inspect and purchase the Property pursuant to
this Agreement and for Seller's execution, delivery, and performance of this Agreement. The Independent
Contract Consideration is in addition to and independent of any other consideration or payment provided in this
Agreement, is non-refundable, is fully earned and shall be retained by Seller notwithstanding any other provision
of this Agreement.
"BUYER"
XEBEC REALTY PARTNERS, INC
a Delaware corporation
�
By: &
Its Authorized Signatory .
"SELLER"
CITY OF VERNON
By:
Name:
Title:
2
Page 1 of 3
Juarez, Debbie
From: 'Enomoto, Kristen
Sent: Wednesday, May 04, 2011 12:26 PM
To: Wilson, Kevin; Juarez, Debbie
Cc: Kung, Alex; 'Candace Ondrejcka'
Subject: Thermador PSA
Kevin: Please contact Candace regarding Xebec's pickup of the due diligence items tomorrow.
Debbie: Please leave a fully executed original PSA with Kevin, so Candace can pick that up at
the same time.
Thank you.
Kristen
From: Candace Ondrejcka [mailto:CandaceO@xebecllc.com]
Sent: Wednesday, May 04, 2011 12:11 PM
To: Enomoto, Kristen
Subject: Thermador PSA
Hi Kristen,
Can I coordinate with you, or can you forward me to the contact so we can pick up the due diligence items
tomorrow?
Thanks so much!
Candace Ondrejcka
Xebec Realty Partners
tel. 562.546.0263
cell. 818.468.6481
fax. 562.546.0255
Los Angeles Office:
510 S. Hewitt Street, No. 115
Los Angeles, CA 90013
tel. 213.542.5270
Seal Beach Office:
3010 Old Ranch Parkway, Suite 470
Seal Beach, CA 90740
From: John McMillan[mailto:John.McMillan@cushwake.com]
Sent: Wednesday, May 04, 2011 11:59 AM
To: Neil Mishurda; Candace Ondrejcka
Cc: Jeff Sanita; Tim Wallace
Subject: FW: Thermador PSA
Good news!! (although Debbie hasn't confirmed yet!!). Regardless, lets assume you can pick up the
original PSA and the DD tomorrow. Please make the arrangements directly and let us know once you've
picked them both up. Once we get the PDF we'll send it on to you so you know the clock has started.
5/4/2011
Page 2 of 3
Neil.....still waiting on latest site plan from you, but we'll be ready to get rolling on the brochures and get city
approval to launch the marketing on the other 4 buildings.
John McMillan, SIOR
Executive Director, Lic. #01103292
Industrial Brokerage I Global Supply Chain Solutions
Cushman & Wakefield of California Inc, Lic # 00616335
601 S. Figueroa Street, 47th Floor
Los Angeles, CA 90017
PH: 213-955-6494
FX: 213-947-1772
McMillan Team Brochure 102011
From: John McMillan
Sent: Wednesday, May 04, 2011 11:52 AM
To: 'Enomoto, Kristen'; Juarez, Debbie
Cc: Whitworth, Mark; Kung, Alex; Jeff Sanita; Tim Wallace; Muro, Evangelina; Wilson, Kevin
Subject: RE: Thermador PSA
Thank you Kristen. I will alert them that they can pick it up when they arrange to pick up the DD from Kevin (now
cc'd herein).
Kevin: I'll tell Neil/Candace to call you directly to make the arrangements. When they sign the DD letter, they'll
probably want a copy, but the City should keep the original for its records. Please send me a PDF of it, or fax it to
the number below, after they've signed it. Thank you for your help.
John McMillan, SIOR
Executive Director, Lic. #01103292
Industrial Brokerage l Global Supply Chain Solutions
Cushman & Wakefield of California Inc, Lic # 00616335
601 S. Figueroa Street, 47th Floor
Los Angeles, CA 90017
PH: 213-955-6494
FX: 213-947-1772
McMillan Team Brochure IQ2011
From: Enomoto, Kristen[ma iIto: Kenomoto@ci.vernon.ca.us]
Sent: Wednesday, May 04, 2011 11:45 AM
To: John McMillan; Juarez, Debbie
Cc: Whitworth, Mark; Kung, Alex; Jeff Sanita; Tim Wallace; Muro, Evangelina
Subject: Thermador PSA
Yes, the Xebec PSA has been executed and Debbie should be able to get the PDF to you today and have
Xebec's original ready for them tomorrow.
Debbie: Please confirm.
Thank you.
Kristen
5/4/2011
Page 3 of 3
From: John McMillan[mailto:John.McMillan@cushwake.com]
Sent: Wednesday, May 04, 2011 11:38 AM
To: Enomoto, Kristen
Cc: Whitworth, Mark; Kung, Alex; Jeff Sanita; Tim Wallace; Juarez, Debbie; Muro, Evangelina
Subject: Thermador PSA
Vernon Team:
Did the Mayor sign the Thermador site (Xebec) purchase contract yesterday? If so, can we get a PDF
emailed to us? Xebec just emailed us that they will be in Downtown LA tomorrow and would like to
swing by Kevin's office and pick up the due diligence package. I've advised them that they can't do
that until we know the Mayor has executed the documents and we are officially under contract. If it's
executed however, they could also pick up the original purchase contract when they come to get the due
diligence. Please advise. Thank you. The Xebec reps would be Neil Mishurda and/or Candace
Ondrejcka.
John McMillan, SIOR
Executive Director, Lie. #01103292
Industrial Brokerage I Global Supply Chain Solutions
Cushman & Wakefield of California Inc, Lie # 00616335
601 S. Figueroa Street, 47th Floor
Los Angeles, CA 90017
PH: 213-955-6494
FX: 213-947-1772
McMillan Team Brochure 102011
The information contained in this communication is confidential, may be privileged and is intended for
the exclusive use of the above named addressee(s). If you are not the intended recipient(s), you are
expressly prohibited from copying, distributing, disseminating, or in any other way using any
information contained within this communication. If you have received this communication in error
please contact the sender by telephone or by response via mail.
We have taken precautions to minimize the risk of transmitting software viruses, but we advise you. to
carry out your own virus checks on any attachment to this message. We cannot accept liability for any
loss or damage caused by software viruses.
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering
it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information
contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please
immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any
manner.
5/4/2011
Page 1 of 1
Juarez, Debbie
From:
Juarez, Debbie
Sent:
Thursday, May 05, 2011 3:24 PM
To:
Arellano, Claudia
Subject: RE: Scanned document from Arellano, Claudia (CArellano@ci.vernon.ca.us)
Hi Claudia. May I please get a copy of the Notice of Exemption when it is filed with the County? Thanks.
Deborah Juarez � � �� �I vu I• ,� ^ � (,'V_m t, f `
Records9btanagementAssistant � lk s�`�
City of Vernon - City Clerk's Office
4305 Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811
From: Arellano, Claudia
Sent: Wednesday, May 04, 2011 5:20 PM
To: Juarez, Debbie
Subject: Scanned document from Arellano, Claudia (CArellano@ci.vernon.ca.us)
5/5/2011
Page 1 of 3
juarez, Debbie
From: Enomoto, Kristen
Sent: Wednesday, April 27, 2011 8:46 AM
To: Muro, Evangelina; Juarez, Debbie
Cc: Yamaguchi, Willard; Barcia, Ana
Subject: Thermador Agreement - Use Seal Beach Address
Ladies,
Please mail the fully executed original Thermador agreement to the Seal Beach address.
Thanks.
Kristen
From: Neil Mishurda [mailto:NeilM@xebecllc.com]
Sent: Wednesday, April 27, 2011 8:32 AM
To: Enomoto, Kristen
Cc: John McMillan
Subject: Thermador Revised Purchase Contract Executed
Thanks. Please send it to our Seal Beach office.
Thanks.
Neil Mishurda
Seal Beach Office:
3010 Old Ranch Parkway, Suite 470
Seal Beach, CA 90740
From: Enomoto, Kristen[ma iIto: Kenomoto@ci.vernon.ca.us]
Sent: Wednesday, April 27, 2011 8:28 AM
To: Neil Mishurda
Cc: John McMillan
Subject: Thermador Revised Purchase Contract Executed
Neil,
We received the Fed Ex delivery of the replacement page 7s. Upon approval by Council, a fully executed
original will be mailed to your office next week. Is it the LA office that we should send it to?
Thank you
Kristen
From: Enomoto, Kristen
Sent: Wednesday, April 27, 2011 7:16 AM
To: 'Neil Mishurda'
Subject: Thermador Revised Purchase Contract Executed
Terrific! I will email you confirmation of receipt once they arrive.
Thank you.
4/27/2011
Page 2 of 3
Kristen
From: Neil Mishurda [mailto:NeilM@xebec[lc.com]
Sent: Tuesday, April 26, 2011 5:09 PM
To: Enomoto, Kristen
Subject: Thermador Revised Purchase Contract Executed
It will be arriving Overnight Express and arriving tomorrow. There are (2) initialed pages of page 7. Please
replace these pages with page 7 of what was hand delivered today.
Thank you.
Neil Mishurda
Xebec Realty Partners
tel. 562.546.0253
cell. 310.430.4351
fax. 562.546.0255
Los Angeles Office:
510 S. Hewitt Street, No. 115
Los Angeles, CA 90013
tel. 213,542,5270
Seal Beach Office:
3010 Old Ranch Parkway, Suite 470
Seal Beach, CA 90740
From: Enomoto, Kristen [mailto:Kenomoto@ci.vernon.ca.us]
Sent: Tuesday, April 26, 2011 3:09 PM
To: Neil Mishurda; John McMillan
Cc: John Lehr; Jeff Sanita; Tim Wallace
Subject: Thermador Revised Purchase Contract Executed
That will be great. Thank you, Neil.
Kristen
From: Neil Mishurda [ma iIto: Neil M@xebecllc.com]
Sent: Tuesday, April 26, 2011 3:00 PM
To: John McMillan
Cc: John Lehr; Jeff Sanita; Tim Wallace; Enomoto, Kristen
Subject: Thermador Revised Purchase Contract Executed
I will re -initial (2) new original pages of the expiration page and send to Kristin to insert into signed version. She
will have it by Thursday morning. I cannot hand deliver, but will send via Overnight mail.
Neil Mishurda
Xebec Realty Partners
tel. 562.546,0253
cell. 310.430.4351
fax. 562.546.0255
Los Angeles Office:
510 S. Hewitt Street, No. 115
Los Angeles, CA 90013
tel. 213.542.5270
Seal Beach Office:
4/27/2011
Page 3 of 3
3010 Old Ranch Parkway, Suite 470
Seal Beach, CA 90740
From: John McMillan[mailto:John.McMillan@cushwake.com]
Sent: Tuesday, April 26, 2011 2:52 PM
To: Neil Mishurda
Cc: John Lehr; Jeff Sanita; Tim Wallace; Kenomoto@ci.vernon.ca.us
Subject: FW: Thermador Revised Purchase Contract Executed
Neil
Unfortunately we need you to resend the PSA with a later expiration date on the proposal. I'd recommend
changing it to May 13th to be ultra conservative, as sometimes it takes a few days for the mayor to sign, plus this
should account for illness or force majeure or other unforeseen issues that could affect execution. You'll need to
stop in to city hall and make the same change & initial the originals before this Thursday. Call Kristen Enomoto
first so she's ready for you. 323-583-8811. Please let me know when this is done. Kristen is cc'd herein.
Thanks,
John McMillan, SIOR
Executive Director, Lic. #01103292
Industrial Brokerage I Global Supply Chain Solutions
Cushman & Wakefield of California Inc, Lic # 00616335
601 S. Figueroa Street, 47th Floor
Los Angeles, CA 90017
PH: 213-955-6494
FX: 213-947-1772
McMillan Team Brochure 1Q2011
The information contained in this communication is confidential, may be privileged and is intended for the exclusive use of the above named addressee
(s). If you are not the intended recipient(s), you are expressly prohibited from copying, distributing, disseminating, or in any other way using any
information contained within this communication. If you have received this communication in error please contact the sender by telephone or by
response via mail.
We have taken precautions to minimize the risk of transmitting software viruses, but we advise you to carry out your own virus checks on any
attachment to this message. We cannot accept liability for any loss or damage caused by software viruses.
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering
it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information
contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please
immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any
manner.
4/27/2011
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: May 4, 2011
TO: S. Kevin Wilson, Director of Community Services & Water
FROM: Willard Yamaguchi, City Clerk/Interim City Attorney
RE: Resolution No. 2011-73 — 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 Thereto for the
Purchase By and Between the City of Vernon and Xebec Realty Partners, Inc. for
Property Located at 5119, 5201 and 5241 District Boulevard and 4601 East 52na
Drive
Transmitted herewith for hand delivery is a fully executed original agreement, referenced above,
which was approved by City Council on May 3, 2011.
Please see that a copy of the due diligence items are sent to the City Clerk's office for the file.
Thank you.
WY:dj
Attachment
c: Kristen Enomoto
John McMillan
Resolution No. 2011-73
Agreement No. 11-052
-jr, — -
COMMUNITY SERVICES & WATER DEPARTMENT
Samuel Kevin Wilson, Director of Community Services & Water
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1435
May 5, 2011
V-6
Via Pick-up
Neil Mishurda
Xebec Realty Partners, Inc.
3010 Old Ranch Parkway, Suite: 470
Seal Beach, California`90740
Dear Mr. Mishurda:
_ Per your request, enclosed herewith are copies of the following documents pertaining to the City -
owned property located at 5119-5309 District Boulevard:
• Tank Removal Geologic Report dated March 25, 2008
• Site Assessment Geologic Report dated March 26, 2008
• Excavation and Testing Report dated March 27, 2008
• Human Health Risk Assessment dated July 24, 2008
• Soil and Hazardous Waste Remediation Report dated September 4, 2008
• Soil Excavation Remediation Report dated September 8, 2008
• Supplemental Site Assessment Geologic Report dated October 6, 2008
• Proposal from Aqua Science Engineers, Inc. for Soil Vapor Extraction Remediation dated
November 11, 2008
• Proposal from Wayne Perry, Inc. for Remediation Services dated November 17, 2008
• Proposals from Atlas Environmental Engineering, Inc. for the Remediation of Contaminated
Soil dated November 17, 2008 and revised. December 4, 2008
• Agreement between the City of Vernon and United Site Services, Inc. for rental and
maintenance of fencing with a commencement date of December 19, 2009.
• Change Order No. 1 to Agreement between City and United Site Services, Inc. to replace
fencing at 5201 District Boulevard dated June 15, 2010:
• Change Order No. 1 to Agreement between City and United Site Services, Inc. to replace
fencing at 5119 District Boulevard dated June 15, 2010.
• Change Order No. 2 extending the Rental and Maintenance Agreement between the City and
United Site Services, Inc. for rental and maintenance services for fencing at 5119 and 5201
District Boulevard for the period of December 28, 2010 through December 28, 2011 dated
December 20, 2010.
• Drawing and photos of concrete structures left in place.
Excfusivefy Industfial
The City has on file in its Building Department permit file records and construction drawings for
buildings that were previously constructed on site along with demolition records. These records may be
reviewed in the Community Services Department.
If you need further information, please contact me Thank you.
Sincerely,
el evin Wilson, P.E.
Director of Community Services & Water
SKW/ca
Enclosures
c: John McMillan, Cushman & Wakefield (w/out enc.)
Buyer's signature below represents Buyer's acceptance of the Due Diligence Materials listed on this
document for the above -referenced property
Buyer E tity: Rea v�V S, /ItiC
By:
Print Name: �11 1C.r? c Yl.(J��(�
�M V
Title: "" \ Y Q c*y
Date:
STANDARD OFFER, AGREEMENT AND ESCROW
INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non -Residential)
AIR Commercial Real Estate Association
April 14, 2011
(Date for Reference Purposes)
1. Buyer.
1.1 XEBEC REALTY PARTNERS, INC., a. Delaware corporation ("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 waiver or expiration of the Buyer's Contingencies ("Expected Closing Date") and to be held by
Commerce Escrow ("Escrow Holder"), whose address is 1545 Wilshire Blvd, Suite 600, Los Angeles, CA [ZIP Code], Attn:
Dwayne Butler; Phone No. 213.484.0855; Facsimile No.213.484.0417; Email address: dbutler@comescrow.com upon the terms and
conditions set forth in this agreement (this "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 (the "Property') that is the subject of this offer consists of approximately 10.29 acres of industrial zoned
land located in the City of Vernon, County of Los Angeles, State of California, and commonly known by the street address of 5119,
5201 and 5241 District Boulevard and 4601 East 52"d Drive.
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 Chicago Title Company, Attn: Mike Slinger ("Title
Company"), which shall issue the title policy hereinafter described.
2.3 The Property includes, at no additional cost to Buyer, any permanent improvements thereon, including those items which
pursuant to applicable law are a part of the property, and all additional items described in Paragraph 2.3 of the ADDENDUM
(collectively, the "Improvements").
3. Purchase Price.
3.1 The purchase price (the "Purchase Price") to be paid by Buyer to Seller for the Property shall be NINE MILLION ONE
HUNDRED TWENTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY-TWO AND 10/100 DOLLARS ($9,128,752.10), payable
in cash.
4. Deposits.
4.1 Within 2 business days after both Parties have executed this Agreement and the executed Agreement has been delivered to
Escrow Holder, Buyer shall deliver to Escrow Holder via wire transfer the sum of $150,000. If said wire is not received by Escrow
Holder within said time period, then Seller may elect to unilaterally terminate this transaction by giving written notice of such election
to Escrow Holder, whereupon neither Party shall have any further liability to the other under this Agreement. 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 deposit: Within 5 business days after the contingencies discussed in Paragraph 9.1 (a) through (m) and (r) are
approved or waived, Buyer shall deposit with Escrow Holder the additional sum of $150,000 to be applied to the Purchase Price at the
Closing.
4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to Paragraphs 4.1 and 4.2 (collectively the
"Deposit") in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the
timing requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that
there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer's Federal
Tax Identification Number is 61-1542648 NOTE: Such interest bearing account cannot be opened until Buyer's Federal Tax
Identification Number is provided.
5. INTENTIONALLY OMITTED
6. INTENTIONALLY OMITTED
7. Real Estate Brokers.
7.1 The following real estate broker(s) ("Brokers") and brokerage relationships exist in this transaction and are consented to by
the Parties (check the applicable boxes):
X❑ Cushman & Wakefield represents Seller exclusively ("Seller's Broker"); and
X❑ Xebec Development Company represents Buyer exclusively ("Buyer's Broker).
The Parties acknowledge that Brokers are the procuring cause of this Agreement. See Paragraph 24 regarding the nature of a real
estate agency relationship.
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
fmder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein,
other than the Brokers named in Paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers 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 the other harmless from and against any costs, expenses or liability for
compensation, commission or charges which may be claimed by any broker, finder or other similar party, other than said named
Brokers by reason of any dealings or act of the indemnifying Party.
8. Escrow and Closing.
8.1 Upon acceptance hereof by Seller, this Agreement, including any 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 this Agreement unless specifically so instructed by the Parties or their respective Brokers. Subject to the reasonable
approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.
8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the
Date of Agreement as defined in Paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained.
8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable
law and custom and practice of the community in which Escrow Holder is located, including any reporting requirements of the
Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state
where the Escrow Holder is located, the law of the state where the Property is located shall prevail.
8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow (the "Closing") by
recording a grant deed and the other documents required to be recorded, and by disbursing the funds and documents in accordance
with this Agreement.
8.5 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. (See also Paragraph 11)
8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters
contained in Paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are,
however, matters of agreement between the Parties only and are not instructions to Escrow Holder.
8.7 If this transaction is terminated for non -satisfaction and non -waiver of a 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. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay Title
Company and Escrow Holder cancellation fees and costs.
8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing;
provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual
instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in
writing that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without
further notice or instructions.
Page 2 of 12
INITIALS
INITIALS
8.9 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.
8.10 If this sale of the Property is not consummated for any reason other than Seller's breach or default, then, at Seller's request
and as a condition to any obligation to return Buyer's deposit (see Paragraph 21), Buyer shall within 5 days after written request
deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other
similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall not be required to deliver any
such report if the written contract which Buyer entered into with the consultant who prepared such report specifically forbids the
dissemination of the report to others. SEE ADDENDUM
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 DISAPPROVAL OF ANY OF SAID CONTINGENCIES
WITHIN THE TIME SPECIFIED THEREIN, 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 therefore by the Buyer in such conditional approval or by this Agreement,
whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly provide all Parties with
copies of any written disapproval or conditional approval which it receives. SEE ADDENDUM
(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 2 business days following the Date of
Agreement. Buyer has until the Feasibility Deadline (as defined in the attached Addendum) to approve or disapprove the matters
disclosed.
(b) Physical Inspection. Buyer has until the Feasibility Deadline to satisfy itself with regard to the physical aspects of
the Property.
(c) Hazardous Substance Conditions Report. Buyer has until the Feasibility Deadline 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.
SEE ADDENDUM.
(d) Soil Inspection. Buyer has until the Feasibility Deadline 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 reports with respect to the Property in Seller's possession within 10 days of the Date of Agreement.
(e) Governmental Approvals. Buyer has until the Feasibility Deadline 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 2 business days following the Date of Agreement. Buyer has until the
Feasibility Deadline to satisfy itself with regard to the condition of title. Buyer hereby disapproves of all monetary encumbrances,
other than non -delinquent property taxes and assessments which are to be pro -rated at Closing, which shall not be considered a failure
of this contingency, and Seller shall have the obligation, at Seller's expense, to satisfy and remove all monetary encumbrances, other
than non -delinquent property taxes and assessments, at or before the Closing.
(g) Survey. Buyer has until the Feasibility Deadline 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
A/I A ON
Page 3 of 12
INITIALS INITIALS
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) Existing Leases and Tenancy Statements. Seller represents and warrants that there are no leases, subleases or rental
arrangements (collectively, "Existing Leases") affecting the Property.
(i) INTENTIONALLY OMITTED.
0) Other Agreements. Seller shall, within 2 business days of the Date of Agreement, provide Buyer with legible copies of all
agreements ("Other Agreements") in Seller's possession that will affect the Property after Closing. Buyer has until the Feasibility
Deadline to satisfy itself with regard to such Other Agreements. SEE ADDENDUM
(k) INTENTIONALLY OMITTED
(l) INTENTIONALLY OMITTED
(m) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has until the
Feasibility Deadline 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 2 business days of the Date of Agreement.
(n) 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 $10,000.00 to repair or cure. If the cost
of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10
days after receipt of written notice of a loss costing more than $10.000.00 to repair or cure, to either terminate this transaction or to
purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or
cure is more than $10,000.00, and Buyer does not elect to terminate this transaction, Buyer shall be entitled to any insurance proceeds
applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has
occurred prior to Closing.
(o) 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 substantial adverse change in the use, occupancy, tenants,
title 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.
(p) 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.
(g) Feasibility. "Feasibility" shall mean Buyer's determination, in its sole, subjective discretion, whether Buyer can feasibly
acquire, develop, own and operate the Property in accordance with Buyer's plans and circumstances.
(r) Feasibility Deadline. Notwithstanding any other provision of this Agreement to the contrary, Buyer's time for reviewing
all of the matters set forth in Paragraphs 9.1(a) through 9.1(m), inclusive, and 9.1(q) shall expire at 5:00 P.M. (California time) on the
60th day after the Date of Agreement (the "Feasibility Deadline").
9.2 All of the contingencies specified in subparagraphs (a) through (m), inclusive, and (q) 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."
9.3 If any Buyer's Contingency or any other matter subject to Buyer's approval is disapproved as provided for herein in a
timely manner (each, a "Disapproved Item"), Seller shall have the right within 10 days following the receipt of notice of Buyer's
disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ("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 right, 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 such 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 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
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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 Expected 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 deed, duly executed and in recordable form, conveying fee title to the Property to Buyer. SEE ADDENDUM
(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.
(f) 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.
(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 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 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.
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 supplemental bill.
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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.
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.
12. Representations and Warranties of Seller and Disclaimers.
12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years and are
true, material and may be relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and
representations to Buyer and Brokers:
(a) Authority of Seller. Seller is the owner of the Property and/or has the full right, power and authority to sell, convey
and transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder.
(b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in Paragraph
9.1(n) hereof, Seller shall maintain the Property until the Closing in its present condition, ordinary wear and tear excepted. SEE
ADDENDUM
(c) Hazardous Substances/Storage Tanks. Except as disclosed to Buyer in Paragraph 9.1(c), Seller has no knowledge 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. SEE ADDENDUM 9.1(C)
(d) Compliance. Except as disclosed to Buyer in Paragraph 9.1(c), Seller has no knowledge of any aspect or condition
of the Property which violates applicable laws, rules, regulations, codes or covenants, conditions or restrictions, or of improvements or
alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable
governmental agency or casualty insurance company requiring any investigation, remediation, repair, maintenance or improvement be
performed on the Property. SEE ADDENDUM 9.1(C)
(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 mechanics' or materialmens' lien rights concerning the Property.
(h) Actions, Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings pending or threatened
before any commission, board, bureau, agency, arbitrator, court or tribunal that would affect the Property or the right to occupy or
utilize same.
(i) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change (see Paragraph
9.1(o)) affecting the Property that becomes known to Seller prior to the Closing.
0) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject
of -a bankruptcy or insolvency proceeding.
(k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding.
(1) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any right to possession of any
personal property included in the Purchase Price nor knowledge of any liens or encumbrances affecting such personal properly, 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 or 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.
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12.4 Any environmental reports, soils reports, surveys, and other similar documents that 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.
14. Buyer's Entry.
At any time during the Escrow period, Buyer, and its agents and representatives, shall have the right at reasonable times 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 written approval, which shall not be unreasonably withheld. Following any such entry or work, unless
otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work, including
the recompaction or removal of any disrupted soil or material as Seller may reasonably direct. All such inspections and tests and any
other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due
and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, losses,
expenses (including reasonable attorneys' fees), damages, including those for injury to person or property, arising out of or relating to
any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith. SEE ADDENDUM
15. Further Documents and Assurances.
The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in
condition for Closing as and when required by this Agreement. The Parties agree to provide all further information, and to execute and
deliver all further documents, reasonably required by Escrow Holder or the Title Company.
16. Attorneys' Fees.
If any Party or Broker brings an action or proceeding (including arbitration) involving the Property whether founded in tort, contract
or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon,
shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or
not such action or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall include, without limitation, a
Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement,
judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in
accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.
17. Prior Agreements/Amendments.
17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.
17.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller.
18. INTENTIONALLY OMITTED
19. Notices.
19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval,
disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or
by mail, postage prepaid, to the address set forth in this Agreement or by facsimile or electronic mail 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). Communications transmitted by electronic mail shall be
deemed delivered at the time of being sent by electronic mail if delivery thereof is confirmed by sender's receipt of a transmission
report, generated by sender's email, which confirms that the email was successfully transmitted. 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 Los
Angeles on the date of 1, it shall be deemed automatically revoked.
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20.2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as
described in Paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing,
unconditionally accepting the last outstanding offer or counteroffer.
21. LIQUIDATED DAMAGES.
(This Liquidated Damages paragraph is applicable only if initialed by both Parties).
THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT
TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE
SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL
CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS
AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT
OF $300,000.00 UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED
FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES
AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.
Buyer fnitials Seller Initials
22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if
initialed by both Parties.)
22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED
DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE
DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF
THE AMERICAN ARBITRATION ASSOCIATION ("COMMERCIAL RULES"). ARBITRATION
HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY
SUCH CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE
IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST 5 YEARS OF FULL TIME
'EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF
REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THEY SHALL BE APPOINTED
UNDER THE COMMERCIAL RULES. THE ARBITRATORS SHALL HEAR AND DETERMINE
SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE
PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND
UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE -ARBITRATION
DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR
STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE
EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED WITHIN 30 DAYS
AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND
COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE
ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION
NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION
HEARING TO APPEAR THEREAT.
22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS
SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR
DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND ' UNTIL THE ARBITRATION
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RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT
SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES
AND/OR SPECIFIC PERFORMANCE.
22.3 NOTICE: BY INITIALING 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 INITIALING IN THE SPACE BELOW YOU ARE
GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH 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 PROCEDURE. 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 TO NEUTRAL ARBITRATION.
Buyer initials Seller Initials
23. Miscellaneous.
23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not Paragraphs 21 and 22 are
initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the
time that the Agreement 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. SUCH
WAIVER APPLIES TO SELLER TO THE EXTENT PERMITTED BY LAW
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 Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and
refer to calendar days.
24. Disclosures Regarding The Nature of a Real Estate Agency Relationship.
24.1 The Parties and Brokers agree that their relationship(s) shall be governed by the principles set forth in the applicable
sections of the California Civil Code, as summarized in Paragraph 24.2.
24.2 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from
the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and
Seller acknowledge being advised by the Brokers in this transaction, as follows:
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(a) Seller's Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A
Seller's agent or subagent has the following affirmative obligations: (1) To the Seller: A fiduciary duty of utmost care, integrity,
honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in
performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the
agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and
observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other
Party which does not involve the affirmative duties set forth above.
(b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these
situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in
full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer: A
fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller: a. Diligent
exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A
duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or
within the diligent attention and observation of the Parties. An agent is not obligated to reveal to either Party any confidential
information obtained from the other Party which does not involve the affirmative duties set forth above.
(c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more
associate licenses, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent
of both the Seller and the Buyer. (1) In a dual agency situation, the agent has the following affirmative obligations to both the Seller
and the Buyer: a. A fiduciary duty of utmost care, integrity honesty and loyalty in the dealings with either Seller or the Buyer. b. Other
duties to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph 24.2. (2) In representing both
Seller and Buyer, the agent may not without the express permission of the respective Party, disclose to the other Party that the Seller
will accept a price less than the listing price or that the Buyer will pay a price greater the price offered. (3) The above duties of the
agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller
should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent
is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.
(d) Further Disclosures. Throughout this transaction. Buyer and Seller may receive more than one disclosure, depending
upon the number of agents assisting in the transaction. Buyer and Seller should each read its contents each time it is presented,
considering the relationship between them and the real estate agent in this transaction and that disclosure. Brokers have no
responsibility with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys' fees) of
any Broker with respect to any breach of duty, error or omission relating to this Agreement shall not exceed the fee received by such
Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable
to any gross negligence or willful misconduct of such Broker.
24.3 Confidential Information: Buyer and Seller agree to identify to Brokers as "Confidential" any communication or
information given Brokers that is considered by such Party to be confidential.
25. Construction of Agreement.
In construing this Agreement, all headings and 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 2 Pages
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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.
The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of
a copy hereof.
BROKER: BUYER: XEBEC REALTY PARTNERS, INC
a Delaware corporation
Attn:
Title:
Address:
Telephone:
Facsimile: ()
Email:
Federal ID No.
By:
Date: *PT i�l-}3, -2A}}
Name Printed: Neil Mishurda
Title: Executive Vice President
Telephone: (_) 562.546.0200
Facsimile: ( ) 562.546.0255
Email: neilm@xebecllc.com
xebecllc.com
By:
Date:
Name Printed:
Title:
Address:
Telephone: (�
Facsimile:
Email:
Federal ID No.
Page 11 of 12
INITIALS
INITIALS
27. Acceptance.
27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and
conditions therein specified.
27.2 Seller acknowledges that Brokers have been retained to locate a Buyer and are the procuring cause of the purchase and sale
of the Property set forth in this Agreement. In consideration of real estate brokerage service rendered by Brokers, Seller agrees to pay
Buyer's Broker a real estate Brokerage Fee in a sum equal to 2.5% of the Purchase Price and shall pay Seller's Broker pursuant to a
separate agreement. This Agreement shall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to Brokers
out of the proceeds accruing to the account of Seller at the Closing.
27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer.
NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER
THIS AGREEMENT
BROKER: CUSHMAN & WAKEFIELD OF
CALIFORNIA INC
Attn:
Title:
Address
John McMillan
601 S. Figueroa Street 47"' Floor
Telephone: () 213.955.6494
Facsimile: 213.947.1772
Email: John.McMillan@cushwake.com
Federal ID No.
SELLER: CITY OF VERNON
By:
Date:
Name Printed: Hilario Gonzales
Title: Mayor
Telephone: 323.583.8811
Facsimile: L_) 323.826.1422
Email:kenomoto@ci.vernon.ca.us
LIM
Date:
Name Printed:
Title:
Address:
Telephone: �)
Facsimile: ( )
Email:
Federal ID No
T:
v v
W'llar G. a uch', City Clerk
/AWROVED FORM:
W.a c i, t rim City Attorney
Page 12 of 12
INITIALS
INITIALS
ADDENDUM TO
_STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS
FOR PURCHASE OF REAL ESTATE BETWEEN
XEBEC REALTY PARTNERS, INC. ("BUYER")
AND CITY OF VERNON ("SELLER")
This Addendum is attached to, and made a part of, the Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate, dated April 14, 2011 between XEBEC REALTY PARTNERS, INC., as Buyer, and the
CITY OF VERNON, as Seller (the "Agreement"). For convenience, all capitalized terms not otherwise defined in
this Addendum have the same meaning ascribed to them in the Agreement. Furthermore, paragraph references
used in this Addendum correspond to the paragraphs set forth in the Agreement.
2_1 The fee parcels that comprise the Property consist of 458,062 sq. ft. (or 10.516 acres) on a "gross" basis prior to
the subtraction of existing street easements. The "net" area of the Property after subtraction of existing street
easements is 454,565 sq. ft. (or 10.435 acres). Buyer and Seller have agreed that, concurrent with the Closing of
the purchase of the Property by Buyer, Buyer shall dedicate an additional 6,198 sq. ft. of the Property in two strips
(the "Street Dedication") to Seller for the Atlantic Blvd. Bridge over the Los Angeles River Project and the District
Blvd. widening project as depicted on that certain ALTA/ACSM Land Title Survey dated February 4, 2011 prepared
for Seller by Mollenhauer Group and that the City shall accept such Street Dedication. The Purchase Price is
reflective of this reduction in square footage of the Property. The "net" area of the Property that will be retained by
Buyer after the Closing and the Street Dedication consists of 448,367 sq. ft. (or 10.293 acres) and, at the price of
$20.36 per square foot, results in the Purchase Price of $9,128,752.10. Buyer, at no cost to Buyer other than its
own legal and surveyors fees, and Seller will execute such additional documents or instruments as are necessary or
appropriate and mutually agreed upon as to substance, to accomplish the Street Dedication by Buyer and its
acceptance by Seller concurrently with the Closing, including, without limitation, grant deeds for those portions of the
Property being dedicated to the City (the "Street Dedication Documents").
2_3 Buyer hereby acknowledges that a portion of the fence providing security for the Property is currently leased by
Seller. Such leased portion of the fence is not an Improvement and will not be transferred to Buyer with the
Property. Buyer further acknowledges that Seller intends to terminate the lease in connection with the Closing and
that the fence will be removed from the Property unless Buyer arranges with the lessor to take over the lease. The
Property also includes, at no additional cost to Buyer, all aggregate, road base and fill dirt currently located on the
Property, all intangible personal property related to or arising out of the ownership of the Property, including, without
limitation, all development entitlements and similar rights of use or development, if any, and all easements, rights of
way and other appurtenances to the Property, together with any right, title and interest of Seller in and to adjacent
streets, alleys or rights of way. Buyer shall be permitted to review Seller's Building Department files relating to the
Property and make copies of all licenses, permits, blueprints, plans, specifications, maps and drawings, if any,
contained therein during regular Building Department business hours both prior to and following the Closing. Seller
will execute such additional documents or instruments as are reasonably necessary or appropriate to convey any
aspect of the Property, including, without limitation, a bill of sale for any items deemed to be personal property.
8.10 Notwithstanding the foregoing, Buyer's only obligations hereunder will be with respect to items related to the
Property generally, and not to Buyer or Buyer's businesses specifically. All documents to be so delivered shall be
without representation or warranty.
9.1 All periods of time referred to in this Agreement are calculated by excluding the first day and including the last
day and shall include all Saturdays, Sundays and holidays (national, State of California and local), except when it
is the last day of a given period, in which event it shall be excluded.
9.1(c) Seller has disclosed to Buyer that certain Hazardous Substances are known to have been used previously
at the Property and that additional environmental remediation of the Property will be required. Buyer has agreed to
conduct such further investigations as it deems necessary with respect to such environmental remediation and has
agreed that, if Buyer acquires the Property, Buyer will complete any additional environmental remediation required
at the Property under applicable Federal, state or local law at its expense.
RIM Such Other Agreements shall include, without limitation: any surveys in Seller's possession or control,
environmental reports and studies, soils reports and other documentation relating to the physical condition of the
Property; all licenses and permits relating to the Property; a schedule of all warranties and service contracts, and
copies of all items listed thereon; any and all notices, correspondence or other instruments indicating any non-
compliance of the Property with applicable law; any site plans or development plans; and all other written
agreements or notices in Seller's possession that may affect the Property following the Closing.
10.2 a The grant deed shall not show on the face thereof the documentary transfer tax, but shall be accompanied
by a separate document in form and substance satisfactory to the County Recorder setting forth the amount of the
documentary tax.
10.3 Buyer shall also deliver to Seller through Escrow the Street Dedication Documents.
12.1(b) From and after the date hereof until Closing, Seller further covenants and agrees that it shall (i) maintain the
Property in its present condition in accordance with all applicable laws, ordinances, rules and regulations affecting
the Property and (ii) maintain in effect all insurance policies carried by Seller with respect to the Property and in
effect as of the Date of Agreement.
14. Notwithstanding the foregoing, except as provided in this Agreement, Buyer shall have no liability or indemnity
obligation for diminution in the value of the Property and clean-up, remediation or containment costs, or any other
loss, liability or expense that may result from the discovery or presence of any Hazardous Substance on or about
the Properly.
28. Independent Contract Consideration. Contemporaneously with the execution and delivery of this Agreement,
Buyer has delivered to Seller, and Seller hereby acknowledges the receipt of, a check in the amount of One
Hundred and 00/100 Dollars ($100.00) ("Independent Contract Consideration"), which amount the parties
bargained for and agreed to as consideration for Buyer's right to inspect and purchase the Property pursuant to
this Agreement and for Seller's execution, delivery, and performance of this Agreement. The Independent
Contract Consideration is in addition to and independent of any other consideration or payment provided in this
Agreement, is non-refundable, is fully earned and shall be retained by Seller notwithstanding any other provision
of this Agreement.
"BUYER"
XEBEC REALTY PARTNERS, INC.
a Delaware corporation
By:
Its Authorized Signatory
"SELLER"
CITY OF VERNON
By:
Name
Title:
Hilario Gonzal s
Mayor
AT ST:
Will rd G. Y
AP OVED AS
' A s
Wirlard. G'. Y
2
Clerk
chi, I4,PAim City Attorney
DATE: April 26, 2011
TO: Honorable Mayor and City Council
FROM: Mark C. Whitworth, City Administrator
RE: Sale of Property at 5119, 5201, and 5241 District Boulevard and 4601 East
52nd Drive (Thermador Site)
It is recommended that the attached Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate and enclosed Addendum for the aforementioned property be approved
and executed at the May 3, 2011 City Council meeting.
This transaction is exempt from CEQA because it's a sale of surplus property.
NOTICE OF EXEMPTION
TO:_ Office of Planning and Research FROM: City of Vernon
PO Box 3044 4305 Santa Fe Avenue
Sacramento, CA 95812 Vernon, CA 90058
X County Clerk, County of Los Angeles
Environmental Filings
12400 E. Imperial Hwy., Room 1101
Norwalk, CA 90650
Project Title
Sale of Property located at 5119-5309 District Boulevard to a Private Party
Project Location - Specific
5119-5309 District Boulevard (APN#'s 6314-001-900, 6314-001-901, 6314-001-902,
6314-001-903, 6314-002-900, 631.4-003-900), Vernon, CA 90058
Project Location — City
Vernon -
Project Location.- County
Los Angeles
Description of Nature, Purpose and Beneficiaries of Project
The City of Vernon intends to sell the property site located at 5119-5309 District
Boulevard in the City of Vernon. The proposed project area is zoned I -Zone, Industrial.
The site is currently vacant and undeveloped. The site was previously operated as an
industrial facility'by "Thermador" a division of MASCO. The sale of the project area will
not conflict with any environmental plans or policies. Therefore, no significant impact
associated with the sale of the property will occur.
Name of Public Agency approving project
City of Vernon
Name of Person or Agency carrying out project
City of Vernon
Exempt Status: (check one)
Ministerial (Sec. 21080 (b) (1); 15268
Declared Emergency (Sec. 21080 (b) (3); 15269(a));
Emergency Project (Sec. 21080 (b) (4); 15269(b) (c)).
XX Categorical Exemption - Sec. 15312, Class 12
Statutory Exemptions
Reasons why project is exempt:
The project is categorically exempt under the California Environmental Quality Act
("CEQA") Guideline 15312, Class 12, as the project (sale of property) will not have a
significant effect or)� e environment, and therefore, the activity is not subject to CEQA.
Samuel Kevin Wilson
Yy
Area Code/Telephone/Extension
323/583-8811/245
Date received for
0
CITY OF VERNON
A(`r`nI IKMO n—A— ,-
050311
050311-2
05/03/2011
05/03/2011
,.,, ,. 0
NOTICE OF EXEMPTION/LUBRICATING
NOTICE OF EXEMPTION/5119-5309 DISTRIC
0.00
0.00
75.00
75.00
Los Angeles County Registrar / Recorder
i
12400 Imperial Highway, Norwalk, CA
(800)201-8999
Business Filings
NORWALK
Cashier: L. ARTERBERRY
I
II!!IIlIIliillllill!llilllll1111lilllllllllllIIIlililliltllllllllll�IilllIllllIIIIIII
*201105110540006*
Wednesday, May 11, 2011 12:09 PM j
Item(s)
Fee Qty Total
NoA - County Fee 2 $150.00
Tat a 1 --- . do
Customer payment(s):
Check $150.00
Check List:
#333460 $150.00
1
PLEASE DETACH BEFORE DEPOSITING
U�,�4 k ICY��►.^
V
City of Vernon
4305 Santa Fe Ave
Vernon, CA 90058
�rG���'cir
(323) 583-8811
Np�g
PAY
One Hundred Fifty Dollars and No Cents
TO THE COUNTY CLERK, COUNTY OF L.A.
ORDER ENVIRONMENTAL FILINGS.
OF 12400 E. IMPERIAL HWY, RM 1101
NORWALK, CA 90650
PAYABLE THROUGH
-- EAST WEST BANK
2090 HUNTINGTON-DR., 2ND FLOOR -
SAN MARINO, CA 91108
16.7038
3220
M
000916
05/06/2011
333460
150.00
1110 3 3 1 4 60u' is 3 2 20 70 38 ji: 80 3 E 2 78 311'
/Z,Y - ova //- 7 3
Juarez, Debbie
From: Kung, Alex
Sent: Wednesday, October 05, 2011 10:24 AM
To: Juarez, Debbie
Subject: FW: Thermador Extension
Attachments: Forth Amendment to PSA - buyer signed 10.4.11.pdf
Debbie,
FYI for your Thermador files.
Alex
From: John McMillan rmailto:John.McMillan Ocushwake.com]
Sent: Tuesday, October 04, 2011 4:44 PM
To: Kung, Alex; Calkins, Dustin C. (dcalkins(aorrick.com)
Subject: FW: Thermador Extension
Dustin..... see attached.
John McMillan, SIOR
Executive Director, Lie. #01103292
Industrial Brokerage I Global Supply Chain Solutions
Cushman & Wakefield of California Inc, Lie # 00616335
601 S. Figueroa Street, 47th Floor
Los Angeles, CA 90017
PH: 213-955-6494
FX: 213-947-1772
john.mcmillanOcushwake.com
McMillan Team Brochure 3Q2011
From: Lindsey Ensign rmaiIto: LindsgyE(axebecllc.comj
Sent: Tuesday, October 04, 2011 4:41 PM
To: Candace Ondrejcka; Kung, Alex; Neil Mishurda
Cc: John McMillan
Subject: RE: Thermador Extension
Alex,
Attached is the signed 4t" amendment to the PSA. Please return a fully executed copy as soon as you can. Thanks
Lindsey Ensign
XEBEC REALTY PARTNERS
Los Angeles Office:
510 S. Hewitt Street, No. 115
Los Angeles, CA 90013
tel. 213.542.5270
Seal Beach Office:
3010 Old Ranch Parkway, Suite 470
Seal Beach, CA 90740
From: Candace Ondrejcka
Sent: Tuesday, October 04, 2011 12:32 PM
To: Kung, Alex; Neil Mishurda
Cc: John. McMillan(a cushwake.com; Lindsey Ensign
Subject: RE: Thermador Extension
Thanks Alex, can you please copy Lindsey Ensign on future emails, she will be assisting us with transaction coordinating
as well.
Iindseve@xebecllc.com
Best Regards,
Candace Ondrejcka
XEBEC REALTY PARTNERS
tel. 562.546.0263
cell. 818.468.6481
fax. 562.546.0255
Los Angeles Office:
510 S. Hewitt Street, No. 115
2
Los Angeles, CA 90013
tel. 213.542.5270
Seal Beach Office:
3010 Old Ranch Parkway, Suite 470
Seal Beach, CA 90740
From: Kong, Alex rmailto:akung(cbci.vernon.ca.us1
Sent: Tuesday, October 04, 2011 12:20 PM
To: Candace Ondrejcka; Neil Mishurda
Cc: ]ohn.McMillan@cushwake.com
Subject: Thermador Extension
Neil,
Here's the extension for Mark to do this testing. The DD is pushed out to Oct 31th. Let me know if you have any
questions.
Thanks,
Alex
Alex Kung
Senior Accounting Manager
City of Vernon
Department of Finance
323.583.8811 Ext. 355
323.826.1491 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
The information contained in this communication is confidential, may be privileged and is intended for the exclusive use of the above named addressee(s). If you are not the
intended recipient(s), you are expressly prohibited from copying, distributing, disseminating, or in any other way using any information contained within this communication. If
you have received this communication in error please contact the sender by telephone or by response via mail.
We have taken precautions to minimize the risk of transmitting software viruses, but we advise you to carry out your own virus checks on any attachment to this message. We
cannot accept liability for any loss or damage caused by software viruses.
Juarez, Debbie
From: Kung, Alex
Sent: Wednesday, October 05, 2011 10:40 AM
To: Juarez, Debbie
Subject: FW: Thermador 4th Extension
Attachments: Thermador 4th extension.pdf
Debbie,
Our signed copies of 4`h Amendment
From: Kung, Alex
Sent: Wednesday, October 05, 2011 10:39 AM
To: Neil MColxebecllc.com; Candace Ondrejcka (CandaceO(o xebecllc.com); Lindsey Ensign (LindseyE(@xebecllc.com);
John.McMillanCalcushwake.com; Calkins, Dustin C. <dcalkinsCa�orrick.com> (dcalkins(&orrick.com).
Subject: Thermador 4th Extension
Everyone,
Attached is the signed 4t' amendment for your review and files.
Thanks,
Alex
Alex Kung
Senior Accounting Manager
City of Vernon
Department of Finance
323.583.8811 Ext. 355
323.826.1491 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Fourth Amendment to Purchase and Sale Agreement (this "Amendment") is entered into
and is effective as of October 5 , 2011 (the "Effective Date"), by and between XEBEC REALTY
PARTNERS, INC. ("Buyer") and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer and Seller entered into that certain Standard Offer, Agreement and Escrow
Instructions For Purchase of Real Estate dated for reference purposes April 14, 2011, as amended by
that certain Amended and/or Supplemental Escrow Instructions dated June 22, 2011, further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of September 8, 2011. and
further amended by that certain Third Amendment to Purchase and Sale Agreement dated as of
September 20, 2011 (collectively, the "Agreement'), pursuant to which Buyer agreed to purchase and
Seller agreed to sell certain real property, subject to the provisions of the Agreement.
B. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, the
Feasibility Deadline shall mean October 31, 2011.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, the
Expected Closing Date shall mean November 8, 2011.
3. Survival. Section 14 of the Agreement shall survive the termination of the Agreement or the
Closing. For clarification purposes, Buyer and Seller agree that Section 14 applies only to Buyer's entry
pursuant to the Agreement and only during the time of Seller's ownership of the Property.
4. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
6. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
6. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment This Amendment may be signed in multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdo signatures via email shall be binding as if the same were an original signature.
[Signature page follows.]
OHS WEST:261341906.3
42797-2
Executed as of the Effective Date
BUYER: SELLER:
XEBEC REALTY PARTNERS, INC. CITY OF VERNON
f
By: Q47ID'`f"ll By:
Name: huvVial Name:
Title: %m Title:
ATTEST:
ATTEST:
OHS WEST:2613419063
42797-2
Executed as of the Effective Date
BUYER: SELLER:
XEBEC REALTY PARTNERS, INC. CITY OF VERNON
By:
Name:
Title:
By: ✓.
Name: ilario Gonzal "
Title: Mayor
APPROVED AS TO FORM:
Michael B. Montgomer
Interim City Attorney
OHS WEST:261741906.2
42797.2
,:20// - ?3
Juarez, Debbie
From: Kung, Alex
Sent: Tuesday, November 01, 2011 11:30 AM
To: Juarez, Debbie
Subject: FW: Status on Amendment
Attachments: District Blvd PSA 5th Amendment SIGNED 11.01.2011.pdf
Debbie,
For Thermador File.
From: John Lehr [mailto:Johnl@xebecllc.com]
Sent: Tuesday, November 01, 2011 11:26 AM
To: John McMillan; Kung, Alex; Neil Mishurda
Cc: dcalkins@orrick.com; Jeff Sanita; Tim Wallace
Subject: RE: Status on Amendment
Attached is the buyer signed Amendment.
Thank you
From: John McMillan [mailto:John.McMillan@cushwake.com]
Sent: Tuesday, November 01, 2011 8:51 AM
To: Kung, Alex; Neil Mishurda; John Lehr
Cc: dcalkins@orrick.com; Jeff Sanita; Tim Wallace
Subject: RE: Status on Amendment
Neil:
City's signed amendment attached.
John McMillan, SIOR
Executive Director, Lic. #01103292
Industrial Brokerage I Global Supply Chain Solutions
Cushman & Wakefield of California Inc, Lic # 00616335
601 S. Figueroa Street, 47th Floor
Los Angeles, CA 90017
PH: 213-955-6494
FX: 213-947-1772
iohn. mcmillan (o)cushwake.com
McMillan Team Brochure 3Q2011
From: Kung, Alex [mailto:akung@ci.vernon.ca.us]
Sent: Monday, October 31, 2011 5:16 PM
To: NeilM@xebecllc.com; Johnl@xebecllc.com
Cc: John McMillan; dcalkins@orrick.com
Subject: FW: Status on Amendment
Gentlemen,
Attached is the Fifth Amendment.
Alex
From: Calkins, Dustin C. [mailto:dcalkins@orrick.com]
Sent: Monday, October 31, 2011 5:08 PM
To: Kung, Alex
Cc: JOhn.MCMillan@cushwake.com
Subject: RE: Status on Amendment
Alex,
The draft amendment is attached
Regards
Dustin
I M
DUSTIN C. CALKINS
Managing Associate
ORRICK, HERRINGTON & SUTCLIFFE LLP
THE ORRICK BUILDING
405 HOWARD STREET
SAN FRANCISCO, CA 94105-2669
to/415-773-5548
fax 415-773-5759
dca l ki ns@orrick.corn
bio I vcard
www.orrick.com
From: Kung, Alex [mailto:akung@ci.vernon.ca.us]
Sent: Monday, October 31, 2011 4:20 PM
To: Calkins, Dustin C.
Cc: John.McMillan@cushwake.com
Subject: RE: Status on Amendment
Dustin,
I need to call the Mayor Pro Temp to come in and sign the Amendment. When should I have him come in?
Thanks,
Alex
From: Calkins, Dustin C. [mailto:dcalkins@orrick.com]
Sent: Monday, October 31, 2011 2:58 PM
To: Kung, Alex
Cc: John.McMillan@cushwake.com
Subject: RE: Status on Amendment
Alex, as mentioned yesterday, I am in 3 days of closings and have been in and out of the office. I will hopefully
be able to carve out time in an hour or so to get you a draft. I apologize for any inconvenience created.
Regards,
Dustin
0
O R R I C K
DUSTIN C. CALKINS
Managing Associate
ORRICK, HERRINGTON & SUTCLIFFE LLP
THE ORRICK BUILDING
405 HOWARD STREET
SAN FRANCISCO, CA 94105-2669
tel 4:L 5- 773-5548
fax 415-773-5759
dcalkins@orrick.com
bio I vcard
www.orrick.com
From: Kung, Alex [mailto:akung@ci.vernon.ca.us]
Sent: Monday, October 31, 2011 2:54 PM
To: Calkins, Dustin C.
Cc: John. McMillan@cushwake.com
Subject: Status on Amendment
Dustin,
Just following up on draft of amendment.
Thanks,
Alex
Alex Kung
Senior Accounting Manager
City of Vernon
Department of Finance
323.583.8811 Ext. 355
323.826,1491 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
IRS Circular 230 disclosure: To ensure compliance with requirements
imposed by the IRS, we inform you that any tax advice contained in this
communication, unless expressly stated otherwise, was not intended or
written to be used, and cannot be used, for the purpose of (i) avoiding
tax -related penalties under the Internal Revenue Code or (ii) promoting,
marketing or recommending to another party any tax -related matter(s)
addressed herein.
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For more information about Orrick, please visit http://www.orrick.com/
FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Fifth Amendment to Purchase and Sale Agreement (this "Amendment") Is entered Into and
Is effective as of November 1, 2011 (the "Effective Date"), by and between XEBEC REALTY
PARTNERS, INC. ("Buyer') and the CITY OF VERNON ("Seller°).
RECITALS
A. Buyer and Seller entered into that certain Standard Offer, Agreement and Escrow
Instructions For Purchase of Real Estate dated for reference purposes April 14, 2011, as amended by
that certain Amended and/or Supplemental Escrow Instructions dated June 22, 2011, further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further
amended by that certain Third Amendment to Purchase and Sale Agreement dated as of September 20,
2011, and further amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as
of October 5, 2011 (collectively, the "Agreement"), pursuant to which Buyer agreed to purchase and
Seller agreed to sell certain real property, subject to the provisions of the Agreement.
B. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as In the Agreement, except as modified or
amended In this Amendment.
Now, therefore, In consideration of good and valuable consideration, the sufficiency of which Is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadllne shall mean December 2, 2011.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean December 9, 2011.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged Into this Amendment and shall be of no further force or effect There are no other amendments or
modifications to the Agreement other then this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
4. Conflicts If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counteroarts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed In multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures As email shall be binding as If the same were an original signature.
[Signature page follows.]
OHS WEST261392434.1
42797.2
OHS WEST261341906.4
4279M
.2ei//— 7 3
Juarez, Debbie
From: Kung, Alex
Sent: Thursday, December 01, 2011 5:30 PM
To: Juarez, Debbie
Subject: FW: Sixth Amendment
Attachments: District Blvd PSA 6th Amendment - SIGNED 12.02.2011.pdf
Debbie,
For the Sale of Thermador File.
Alex
From: John Lehr rmailto:Johnl(a)xebecllc.coml
Sent: Thursday, December 01, 2011 3:45 PM
To: Kung, Alex; Neil Mishurda
Cc: Whitworth, Mark; John. MCMillan(a)cushwake.com; dcalkins@orrick.com; Dwayne Butler
Subject: RE: Sixth Amendment
All: Attached is Buyer signed 6th Amendment.
John Lehr
Xebec Realty Partners
479.935.4880
From: Kung, Alex rmailto:akuna(a)ci.vernon.ca.usl
Sent: Thursday, December 01, 2011 3:34 PM
To: Neil Mishurda; John Lehr
Cc: Whitworth, Mark; John.McMillan(o)cushwake.com; dcalkins(aborrick.com
Subject: Sixth Amendment
Gentlemen,
Attached is the signed sixth amendment.
Thanks,
Alex
Alex Kung
Senior Accounting Manager
City of Vernon
Department of Finance
323.583.8811 Ext, 355
323.826.1491 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Sixth Amendment to Purchase and Sale Agreement (this "Amendment") is entered into and
is effective as of December 2, 2011 (the "Effective Date"), by and between XEBEC REALTY
PARTNERS, INC. ("Buyer") and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer and Seller entered into that certain Standard Offer, Agreement and Escrow
Instructions For Purchase of Real Estate dated for reference purposes April 14, 2011, as amended by
that certain Amended and/or Supplemental Escrow Instructions dated June 22, 2011, further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of September B, 2011, further
amended by that certain Third Amendment to Purchase and Sale Agreement dated as of September 20,
2011, further amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of
October 5, 2011 and further amended by that certain Fifth Amendment to Purchase and Sale Agreement
dated as of November 1, 2011 (collectively, the "Agreement"), pursuant to which Buyer agreed to
purchase and Seller agreed to sell certain real property, subject to the provisions of the Agreement.
B. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean December 9, 2011.
2. Expected Closing Date,
Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean December 22, 2011.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via email shall be binding as if the same were an original signature.
[Signature page follows.]
Executed as of the Effective Date
XEBEC REALTY PARTNERS, INC.
By:
Name:
Juarez, Debbie
From: Kung, Alex
Sent: Monday, December 19, 2011 8:56 AM
To: Juarez, Debbie
Subject: RE: Eighth Amendment - Res. No. 2011-7 greement No. 11-052
Attachments: 7th amendment.pdf; District Blvd A 7th Amendment Buyer i� gn d 12.09.2011.pdf
-I—
Sorry about that. Here you go.
From: Juarez, Debbie
Sent: Monday, December 19, 2011 8:48 AM
To: Kung, Alex
Subject: RE: Eighth Amendment - Res. No. 2011-73 Agreement No. 11-052
Hi Alex. Can you please send me the 7th Amendment? Thank you
(De6orufi Juarez
R,ecordsWanagententAsAi nt
City of Vernon - City Crerk's Office.
4305 Saota Te Avenue
Vernon, CA 90058
(323) 583-8811
From: Kung, Alex
Sent: Monday, December 19, 2011 7:57 AM
To: Juarez, Debbie
Subject: FW: Eighth Amendment
Debbie,
Eighth Amendment/Extension for Thermador property sale.
Thanks,
Alex
From: Kung, Alex
Sent: Friday, December 16, 2011 4:43 PM
To: John.McMillan@cushwake.com; Calkins, Dustin C.
NeilM(o)xebecllc.com; John Lehr (Johnl(a)xebecllc.com)
Cc: Whitworth, Mark
Subject: Eighth Amendment
Gentlemen,
Attached is the City's signed eighth amendment.
Alex Kung
Senior Accounting Manager
City of Vernon
City Administration
323.583.8811 Ext. 355
<dcalkins(&orrick.com> (dcalkins(alorrick.com);
323.826.1422 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Seventh Amendment to Purchase and Sale Agreement (this "Amendment") is entered into
and is effective as of December 9, 2011 (the "Effective Date"), by and between XEBEC REALTY
PARTNERS, INC. ("Buyer") and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer and Seller entered into that certain Standard Offer, Agreement and Escrow
Instructions For Purchase of Real Estate dated for reference purposes April 14, 2011, as amended by
that certain Amended and/or Supplemental Escrow Instructions dated June 22, 2011, further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further
amended by that certain Third Amendment to Purchase and Sale Agreement dated as of September 20,
2011, further amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of
October 5, 2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement
dated as of November 1, 2011 and further amended by that certain Sixth Amendment to Purchase and
Sale Agreement dated as of December 2, 2011 (collectively, the "Agreement"), pursuant to which Buyer
agreed. to purchase and Seller agreed to sell certain real property, ,subject to the provisions of the
Agreement.
B. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean December 16, 2011.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean December 29, 2011.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed In multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via email shall be binding as if the same were an original signature.
[Signature page follows.]
Executed as of the Effective Date
BUYER: SELLER:
XEBEC REALTY PARTNERS, INC. CITY OF VERNON
By: By:
Name: Name: William J. Davis
Title: Title: Mayor Pro Temoore
� ev 33
Juarez, Debbie
From: Kung, Alex
Sent: Monday, December 19, 2011 7:57 AM
To: Juarez, Debbie
Subject: FW: Eighth Amendment
Attachments: Eighth Amendment.pdf
Debbie,
Eighth Amendment/Extension for Thermador property sale.
Thanks,
Alex
From: Kung, Alex
Sent: Friday, December 16, 2011 4:43 PM
To: John.McMillan(a)cushwake.com; Calkins, Dustin C. <dcalkins(clorrick.com> (dcalkins@orrick.com);
NellM(a)Xebecllc.com; John Lehr (Johnl(alxebecllc.com)
Cc: Whitworth, Mark
Subject: Eighth Amendment
Gentlemen,
Attached is the City's signed eighth amendment.
Alex Kung
Senior Accounting Manager
City of Vernon
City Administration
323.583.8811 Ext. 355
323.826.1422 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Eighth Amendment to Purchase and Sale Agreement (this "Amendment') is entered into
and Is effective as of December 16, 2011 (the "Effective Date"), by and between XEBEC REALTY
PARTNERS, INC. ("Buyer') and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer and Seller entered Into that certain Standard Offer, Agreement and Escrow
Instructions For Purchase of Real Estate dated for reference purposes April 14, 2011, as amended by
that certain Amended and/or Supplemental Escrow Instructions dated June 22, 2011, further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further
amended by that certain Third Amendment to Purchase and Sale Agreement dated as of September 20,
2011, further amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of
October 5, 2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement
dated as of November 1,.2011, further amended by that certain Sixth Amendment to Purchase and Sale
Agreement dated as of December 2, 2011 and further amended by that certain Seventh Amendment to
Purchase and Sale Agreement dated as of December 2, 2011 (collectively, the "Agreement"), pursuant
to which Buyer agreed to purchase and Seller agreed to sell certain real property, subject to the
provisions of the Agreement.
B. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended In this Amendment.
Now, therefore, In consideration of good and valuable consideration, the sufficiency of which Is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean January 11, 2012.
2. Expected Closino Date. Notwithstanding Section 1,1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean January 18, 2012.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters'contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged Into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains In full force, except
as amended by this Amendment, and Is hereby ratified and reaffirmed.
4. Con llcts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed In multiple counterparts and by
different partles in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them.together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdo signatures via email shall be binding as if the same were an original signature.
[Signature page follows.)
Executed as of the Effective Date
BUYER: SELLER:
XEBEC REALTY PARTNERS, INC. CITY OF VERNON
By: By:
Name: Name: William J. Davis
Title: Title: Mayor Pro Temoore
Neil Mishurda
®XEBEC REALTY PARTNERS
March 7. 2011
Mr. John McMillan
Executive Director
Cushman & Wakefield
601 S. Figueroa Street
47'h Floor
Los Angeles, CA 90017
Executive Vice President
3010 Old Ranch Parkway
Suite 470
Seal Beach, CA 90740
r 562.546.0253
f 562.546.0255
c: 310.430.4351
RE: Offer to Purchase & Development Partnership Agreement
6119, 5201 & 6241 District Boulevard & 4601 East 52"d Street, Vernon, CA
Dear John:
Thank you for the opportunity to present our offer on the subject property. This letter
summarizes the basic business terms and conditions upon which Bon Appetit Bakery, on behalf
of Xebec Realty Partners, is willing to acquire the subject property.
When both parties sign this letter it shall be the business terms upon which a purchase and sale
agreement and development partnership agreement shall be prepared. The terms are as
follows:
1. BUYER: Bon Appetit Bakery and/or Assignee.
2. SELLER: City of Vernon.
3. DEVELOPER: Xebec Building Company.
4. PROPERTY: 5119, 5201 & 5241 District Boulevard & 4601 East 52"d Street
located in Vernon, California. Approximately 10.43 net acres of
land.
5. PURCHASE PRICE: The total Purchase Price payable by Buyer to Seller is
approximately $9,250,000 ($20.36 per square foot of net land
area). Net land area shall be determined by an ALTA Survey.
6. INSPECTION PERIOD: From the later of receipt of the due diligence items in Seller's
possession or mutual execution of a binding purchase and sale
agreement, the Buyer will have sixty (60) days to perform its
due diligence. During this time, the Seller will grant Buyer
access to the Property with reasonable notice (no less than 24
hours). In the event that Buyer disapproves any of the
aforementioned items, then Buyer may cancel escrow at its sole
and absolute discretion. A title order shall be established with
Chicago Title, Los Angeles, CA through Mike Slinger.
7. CLOSING DATE: Thirty (30) days after the Buyer approves the due diligence
items.
XEBEC REALTY PARTNERS
Mr. John McMillan
March 7, 2011
Page 2 of 5
8. DEPOSIT: Upon the execution of the purchase and sale agreement and
deposit of escrow instructions with Commerce Escrow, Los
Angeles, (Attn: Tina De Bau) shall deposit with Escrow Holder a
deposit equal to $150,000. The Deposit is fully refundable
during the Inspection Period and through any extensions
thereof. Upon Buyer's approval of all inspection items, Buyer
shall deposit with Escrow Holder an additional deposit equal to
$150,000. The Deposit plus interest earned thereon shall be
credited against the purchase price at the close of escrow.
9. REPRESENTATIONS AND The purchase and sale agreement shall contain customary
WARRANTIES: representations and warranties for a commercial real estate
transaction of this size and nature.
10. CLOSING COSTS: Seller shall be responsible for the following items:
1. Documentary stamp taxes
2. Transfer taxes
3. Seller's recording fees
4. Survey expenses
5. One-half of the escrow fee
6. CLTA title insurance premium
7. All other ordinary expenses incurred by Seller concerning
the sale of the Property.
8. Delinquent property taxes (if any)
Buyer and Seller shall each pay for their respective legal
counsel.
11. OPERATIONS: The Seller will not enter into or modify any lease or other
agreement relating to the Property that will survive closing,
without the approval of the Buyer, which will not be
unreasonably withheld or delayed. During the escrow period
Seller shall maintain and operate the Property in its current
condition.
12. BROKERAGE: Buyer and Seller acknowledge and represent to each other that
Xebec Development Company and Cushman & Wakefield are
the only brokers involved in this transaction. Seller shall pay a
brokerage commission equal to 2.5% of the Purchase Price to
Xebec Development Company pursuant to a separate
agreement. Said commission shall be paid via Escrow Holder,
upon Close of Escrow.
14. DURATION OF OFFER: This offer shall be valid through 5:00 P.M. Pacific Standard
Time on March 14, 2011.
XEBEC REALTY PARTNERS
Mr. John McMillan
March 7, 2011
Page 3 of 5
This offer is not legally binding on either party, but sets forth the general business terms and
conditions which would be acceptable to Buyer and Seller pending full and final execution of the
mutually approved purchase and sale agreement and escrow instructions within ten (10) days
after agreement.
Best Regards,
Neil Mishurda
Executive Vice President
AGREED AND ACCEPTED
"SELLER"
Its Authorized
°earl ?3
Juarez, Debbie
From:
Sent:
To:
Subject:
Attachments:
Debbie,
Per your request...
Kung, Alex
Thursday, January 26, 2012 5:36 PM
Juarez, Debbie
FW: District - 9th Amendment to PSA
9th amendment.pdf
-----Original Message -----
From: Kung, Alex
Sent: Wednesday, January 11, 2012 4:28 PM
To: Nei1M@xebecllc.com
Cc: Calkins, Dustin C. <dcalkins@orrick.com> (dcalkins@orrick.com);
John.McMillan@cushwake.com
Subject: RE: District - 9th Amendment to PSA
Gentlemen,
Signed amendment
-----Original Message -----
From: John McMillan[mailto:John.McMillan@cushwake.com]
Sent: Tuesday, January 10, 2012 10:15 AM
To: Kung, Alex
Subject: RE: District - 9th Amendment to PSA
Good luck up there. Every day I learn more about this giant mess Brown created. Hopefully
they find a solution that works!
WE MOVED !!
PLEASE NOTE MY NEW CONTACT INFORMATION.
John McMillan, SIOR
Executive Director, Lic. #01103292
Industrial Brokerage I Global Supply Chain Solutions Cushman & Wakefield of California Inc,
Lic # 00616335 970 West 190th Street, Suite 550 Torrance, CA 90502
Direct: 310-525-1905
E-Fax: 213-947-1772
Direct: 213-955-6494
Email: john.mcmillan@cushwake.com
McMillan Team Brochure 4Q2011
-----Original Message -----
From: Kung, Alex [mailto:akung@ci.vernon.ca.us]
Sent: Tuesday, January 10, 2012 10:11 AM
To: John McMillan
1
Subject: Re: District - 9th Amendment to PSA
I will get it signed. In Sacramento.
Sent from my Verizon Wireless Phone
----- Reply message -----
From: "John McMillan" <John.McMillan@cushwake.com>
Date: Tue, Jan 10, 2012 9:57 am
Subject: District - 9th Amendment to PSA
To: "Kung, Alex" <akung@ci.vernon.ca.us>, "Calkins, Dustin C
"Buehner, Nicholas Welti" <nbuehner@orrick.com>
Cc: "Jeff Sanita" <Jeff.Sanita@cushwake.com>, "Tim Wallace"
See attached. Minor change.
" <dcalkins@orrick.com>,
<Tim.Wallace@cushwake.com>
Alex ..... I just left you a vmail message on your cellphone. If you are in Sacramento this
week, please see if someone else can assist in getting this executed, assuming the City wants
to extend them and not fall out of contract. They've punted DO to Jan 25th, and COE to Feb
1st.
WE MOVED H
PLEASE NOTE MY NEW CONTACT INFORMATION.
John McMillan, SIOR
Executive Director, Lic. #01103292
Industrial Brokerage I Global Supply Chain Solutions Cushman & Wakefield of California Inc,
Lic # 00616335 970 West 190th Street, Suite 550 Torrance, CA 90502
Direct: 310-525-1905
E-Fax: 213-947-1772
Direct: 213-955-6494
Email: john.mcmillan@cushwake.com<mailto:john.mcmillan@cushwake.com>
McMillan Team Brochure
4Q2@11<http://www.cushmanwakefield.com/flyers/McMillanTeamBrochure4Q2011.pdf>
From: Lindsey Ensign [mailto:LindseyE@xebecllc.com]
Sent: Tuesday, January 10, 2012 9:41 AM
To: John McMillan
Cc: Neil Mishurda; John Lehr
Subject: RE: District - 9th Amendment to PSA
Attached is the revised 9th Amendment to the PSA for District, as "ninth" was misspelled in
the first line of the original.
John, please let us know if you have any questions.
Thank you,
Lindsey Ensign
2
[cid:image003.jpg@01CCCF7C.06DO4ABO]
t. 562.546.0260 m. 949.275.1048 1 f. 562.546.0255 3010 Old Ranch Parkway, Suite 470 1 Seal
Beach, CA 90740
Maximizing Opportunities
From: Lindsey Ensign
Sent: Monday, January 09, 2012 3:03 PM
To: John McMillan
Cc: Neil Mishurda; John Lehr
Subject: District - 9th Amendment to PSA
John,
Attached is the 9th Amendment to the PSA for District Blvd. extending the feasibility
deadline to January 25th. 2012.
Please let us know if you have any further questions.
Thank you,
Lindsey Ensign
[cid:image003,jpg@OICCCF7C.06DO4ABO]
t. 562.546.0260 1 m. 949.275.1048 1 f. 562.546.0255 3010 Old Ranch Parkway, Suite 470 Seal
Beach, CA 90740
Maximizing Opportunities
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail
messages attached to it may contain confidential information that is legally privileged. If
you are not the intended recipient, or a person responsible for delivering it to the intended
recipient, you are hereby notified that any disclosure, copying, distribution or use of any
of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If
you have received this transmission in error, please immediately notify the sender. Please
destroy the original transmission and its attachments without reading or saving in any
manner.
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3
NINTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Ninth Amendment to Purchase and Sale Agreement (this "Amendment") Is entered Into and
is effective as of January 9, 2012 (the "Effective Date"), by and between XEBEC REALTY PARTNERS,
INC. ("Buyer") and the CITY OF VERNON ("Seller').
RECITALS
A. Buyer and •Sailer entered Into that certain Standard .Offer, Agreement and Escrow
Instructions For Purchase of Real Estate dated for reference purposes April 14, 2011, as amended by
that certain Amended and/or Supplemental Escrow Instructions dated June 22, 2011, further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further
amended by that certain Third Amendment to Purchase and Sale Agreement dated as of September 20,
2011, further amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of
October 5, 2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement
dated as of November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale
Agreement dated as of December 2, 2011 and further amended by that certain Seventh Amendment to
Purchase and Sale Agreement dated as of December 2, 2011 and further amended by that certain Eighth
Amendment to Purchase and Sale Agreement dated as of December 16, 2011 (collectively, the
"Agreement'), pursuant to which Buyer agreed to purchase and Seller agreed to sell certain real
property, subject to the provisions of the Agreement. _
B. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment
Now, therefore, In consideration of good and valuable consideration, the sufficiency of which Is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean January 25, 2012.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean February 1, 2012.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged Into this Amendment and shall be of no further force or affect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by
different parties In separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via emall shall be binding as if the same were an original signature.
[Signature page follows.]
Executed as of the Effective Date
BUYER;
XEBEC REALTY PARTNERS, INC.
By: �G --
Name: -AOT '"t"r Ji'0'
Title:
SELLER:
CITY OF VERNON
By. .__.
Name William Davis.
Title: Mayor Pro—Tem
TO
Chief Deputy (qit/ Attorney
Juarez, Debbie /O7-�Ixmzw�Mrur
From:
Sent:
To:
Subject:
Attachments:
Debbie,
FYI —Thermador Extension.
Kung, Alex
Wednesday, January 25, 2012 4:39 PM
Juarez, Debbie
FW: District - Escrow Extension
District extension.pdf
From: Kung, Alex
Sent: Wednesday, January 25, 2012 4:37 PM
To: NeilM@xebecllc.com
Cc: John.McMillan(olcushwake.com; 'nbuehner@orrick.com'; Lindsey Ensign (LindseyE(ftebecllc.com)
Subject: District - Escrow Extension
Neil,
Signed extension
Alex
Alex Kung
Assistant to the City Administrator
City of Vernon
City Administration
323.583.8811 Ext. 355
323.826.1422 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
TENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Tenth Amendment to Purchase and Sale Agreement (this "Amendment") is entered into and
is effective as of January 25, 2012 (the "Effective Date"), by and between XEBEC REALTY PARTNERS,
INC. ("Buyer") and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer and Seller entered into that certain Standard Offer, Agreement and Escrow
Instructions For Purchase of Real Estate dated for reference purposes April 14, 2011, as amended by
that certain Amended and/or Supplemental Escrow Instructions dated June 22, 2011, further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further
amended by that certain Third Amendment to Purchase and Sale Agreement dated as of September 20,
2011, further amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of
October 5, 2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement
dated as of November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale
Agreement dated as of December 2, 2011, further amended by that certain Seventh Amendment to
Purchase and Sale Agreement dated as of December 2, 2011, further amended by that certain Eighth
Amendment to Purchase and Sale Agreement dated as of December 16, 2011, and further amended by
that certain Ninth Amendment to Purchase and Sale Agreement dated as of January 9, 2012
(collectively, the "Agreement"), pursuant to which Buyer agreed to purchase and Seller agreed to sell
certain real property, subject to the provisions of the Agreement.
B. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9:1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean February 8, 2012.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean February'15, 2012.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control,
5. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed In multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via email shall be binding as if the same were an original signature.
[Signature page follows.]
Executed as of the Effective Date
BUYER:
XEBEC REALTY PARTNERS, INC.
Name.
Title:
SELLER:
CITY OF VERNON
r
Name: Wi iam Dav
Title: ayorPro-Tem
Juarez, Debbie
From:
Kung, Alex
Sent:
Tuesday, February 21, 2012 4:41 PM
To:
Juarez, Debbie
Subject:
FW: District - 12th Amendment to PSA
Attachments:
Twelfth Amendment to Purchase and Sale Agreement.pdf
FYI - Thermador
From: Kung, Alex
Sent: Tuesday, February 21, 2012 4:41 PM
To: 'Lindsey Ensign'; McMillan, John
Cc: Mishurda, Neil; John Lehr
Subject: RE: District - 12th Amendment to PSA
Hi everyone,
See attached.
Thanks,
Alex
From: Lindsey Ensign[mailto:LindsevECabxebecllc.coml
Sent: Tuesday, February 21, 2012 10:31 AM
To: McMillan, John
Cc: Kung, Alex; Mishurda, Neil; John Lehr
Subject: District - 12th Amendment to PSA
John,
Neil recommended that we extend the escrow for District another 2 weeks. Attached is the 12t" Amendment to the PSA.
Can you please request signature from the city of Vernon if they accept our request for extension?
Please let me know if you have any further questions.
Thankyou
Lindsey Ensign
XEBEC REALTY PARTNERS
t.562.546,0260 1 in. 949.275.1048 1 f. 562.546,0255
3010 Old Ranch Parkway, Suite 470 1 Seal Beach, CA 90740
Maximizing Opportunities
TWELFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Twelfth Amendment to Purchase and Sale Agreement (this "Amendment') Is entered Into
and Is effective as of February 21, 2012 (the "Effective Date"), by and between XEBEC INDUSTRIAL
SOUTHERN CALIFORNIA, LLC ("Buyer") and the CITY OF VERNON ("seller").
RECITALS
A. Buyer and Seller entered into that certain Standard Offer, Agreement and Escrow
Instructions For Purchase of Real Estate dated for reference purposes April 14, 2011, as amended by
that certain Amended and/or Supplemental Escrow Instructions dated June 22, 2011, further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further
amended by that certain Third Amendment to Purchase and Sale Agreement dated as of September 20,
2011, further amended by that certain Fourth Amendment to Purchase and Sale Agre ment dated as of
October 5, 2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement
dated as .of November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale
Agreement dated as of December 2, 2011, further amended by that certain Seventh Amendment to
Purchase and Sale Agreement dated as of December 2, 2011, further amended by that certain Eighth
Amendment to Purchase and Sale Agreement dated as of December 16, 2011, further amended by that
certain Ninth Amendment to Purchase and Sale Agreement dated as of January 9, 2012, further
amended by that certain Tenth Amendment to Purchase and Sale Agreement dated as of January 25th,
and further amended by that certain Eleventh Amendment to Purchase and Sale Agreement dated as of
February 6th 2012 (collectively, the "Agreement'), pursuant to which Buyer agreed to purchase and
Seller agreed to sell certain real property, subject to the provisions of the Agreement,
B. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as In the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean March 7, 2012.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean March 14, 2012.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged Into this Amendment and shall be of no further force or effect. There are no other amendments or
modlflcabons to the Agreement other than this Amendment. The Agreement remains In full force, except
as amended by this Amendment, and Is hereby ratified and reaffirmed.
4. Conflic . If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counteroarts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via email shall be binding as if the same were an original signature.
[Signature page follows]
Executed as of the Effective Date
B.�B: SELLER:
XEBEC INDUSTRIAL SOUTHERN CALIFORNIA CITY OF VERNON
y: Bry Q�
y: By:
Name: Al i Name: Wi4l am Davis
Tltle: Title: Mavor Pro-Teih
A OVED AS 0
Wi and G Y i
Chief Deputy Cl A torn
,-)ii; ;'3
Debbie
From: Kung, Alex
Sent: Monday, April 09, 2012 11:55 AM
To: Juarez, Debbie
Subject: Thermador 14th amendment extension
Attachments: thermador 134518.pdf
For your records.
Alex Kung
Assistant to the City Administrator
City of Vernon
City Administration
323.583.8811 Ext. 355
323.826.1422 Fax
%/" eSz
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
FOURTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Fourteenth Amendment to Purchase and Sale Agreement (this "Amendment!') is entered
into and Is effective as of March 30, 2012 (the "Effective Date"), by and between XEBEC INDUSTRIAL
SOUTHERN CALIFORNIA, LLC ("Buyer") and the CITY OF VERNON ("Seller"),
RECITALS
A. Buyer and Seller entered Into that certain Standard Offer, Agreement and Escrow
Instructions For Purchase of Real Estate dated for reference purposes April 14, 2011, as amended by
that certain Amended and/or Supplemental Escrow Instructions dated June 22, 2011, further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further
amended by that certain Third Amendment to Purchase and Sale Agreement dated as of September 20,
2011, further amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of
October 5, 2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement
dated as of November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale
Agreement dated as of December 2, 2011, further amended by that certain Seventh Amendment to
Purchase and Sale Agreement dated as of December 2, 2011, further amended by that certain Eighth
Amendment to Purchase and Sale Agreement dated as of December 16, 2011, further amended by that
certain Ninth Amendment to Purchase and Sale Agreement dated as of January 9, 2012, further
amended by that certain Tenth Amendment to Purchase and Sale Agreement dated as of January 25th,
further amended by that certain Eleventh Amendment to Purchase and Sale Agreement dated as of
February 61h, 2012, further amended by that certain Twelfth Amendment to Purchase and Sale Agreement
dated as of February 21a1 2012 and further amended by that certain Thirteenth Amendment to Purchase
and Sale Agreement dated as of March 6`h, 2012 (collectively, the "Agreement"), pursuant to which Buyer
agreed to purchase and Seller agreed to sell certain real property, subject to the provisions of the
Agreement.
B. Buyer and Seller now desire to amend the Agreement as set forth below. initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended In this Amendment.
Now, therefore, In consideration of good and valuable consideration, the sufficiency of which Is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline, Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean May 4, 2012.
2. Expected Closino Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Data shall mean June 4, 2012.
3. No Other Amendments, This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged Into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains In full force, except
as amended by this, Amendment, and Is hereby ratified and reaffirmed.
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authodty/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by
different parties In separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via email shall be binding as If the same were an original signature
BUYER:
Executed as of the Effective Date
SELLER:
XEBEC INDUSTRIAL SOUTHERN CALIFORNIA CITY OF VERNON
LLC
By: (_ fGG- By: "�--
Name, ,ei1 . /rr-A,,oA7f- Name: William Davy
Title: Title: MaXor Pro-Tem'
T:
i
'l / _ e
Hard G: Ya g 'c C "y Clerk
Juarez, Debbie
From: Kung, Alex
Sent: Tuesday, May 08, 2012 5:15 PM
To: Juarez, Debbie
Subject: Thermador extension
Attachments: Thermador Site - Listing Agreement Extension 11.30.2012.pdf; Fifteenth Amendment to
Purchase and Sale Agreement.pdf ,
Debbie,
Attached is the listing agreement extension and 15th amendment for your review
Alex Kung
Assistant to the City Administrator
City of Vernon
City Administration
323.583.8811 Ext. 355
323.826.1422 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
FIFTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Fifteenth Amendment to Purchase and Sale Agreement (this "Amendment") is entered into
and is effective as of May 2, 2012 (the "Effecdve Date"), by and between XEBEC INDUSTRIAL
SOUTHERN CALIFORNIA, LLC ("Buyer") and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer and Seller entered into that certain Standard Offer, Agreement and Escrow
Instructions For Purchase of Real Estate dated for reference purposes April 14, 2011; as amended by
that certain Amended and/or Supplemental Escrow Instructions dated June 22, 2011, further amended by
that certain Second Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further
amended by that certain Third Amendment to Purchase and Sale Agreement dated as of September 20,
2011, . further amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of
October 5, 2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement
dated as of November 1, 2011,, further amended by that certain Sixth Amendment to Purchase and Sale
Agreement. dated as of December 2, 2011, further amended by that certain Seventh Amendment to
Purchase and Sale Agreement dated as of December 2, 2011, further amended by that certain Eighth
Amendment to Purchase and Sale Agreement dated as of December 16, 2011, further amended by that
certain Ninth Amendment to Purchase and Sale Agreement dated as of January 9, 2012, further
amended by that certain Tenth Amendment to Purchase and Sale Agreement dated as of January 25th,
further amended by that certain Eleventh Amendment to Purchase and Sale Agreement dated as of
February 6', 2012, further amended by that certain Twelfth Amendment to Purchase and Sale Agreement
dated as of February 213', 2012, further amended by that certain Thirteenth Amendment to Purchase and
Sale Agreement dated as of March 5", 2012 and further amended by that certain Fourteenth Amendment
to Purchase and Sale Agreement dated as of March 30th, 2012 (collectively, the "Agreement'), pursuant
to which Buyer agreed to purchase and Seller agreed to sell certain real property, subject to the
provisions of the Agreement.
B. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged,, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean May 18, 2612.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean June 18, 201Z.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by.
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdo signatures via email shall be binding as if the same were an original signature
Executed as of the Effective Date
XEBEC INDUSTRIAL SOUTHERN CALIFORNIA,
LLC
By:
Name: Neil Miahurda
Title:
SELLER:.
CITY OF VERNON
E.
Listing Extension, Modification or Withdrawal
® This form must be. TYPED
MULTIPLE Listing# _ _ _ N/A _ _ _ One Listing Number per Form
Sq. Footage_
APN #: 6314-003-906; 6314-001-900; 6314-001-901; 6314-001-902;
6314-001-903;6314.002-900
City: Vernon _ Zip: 90058
X
* Expiration Date Extended to: November 30.2012
(must be signed prior to expiration)
❑
* Extension of Expired Listing to:
(if signed more than 30 days after expiration, this listing must be submitted for publication as a new listing,
wither term of at least 90 days).
❑
* Rental changed from ----fine. to $ /mo.
❑
* Sales Price $ _ Changed to $ _
❑
* Withdrawal of Listing effective: (Date)
* Change in Terms and/or Availability:
* OWNER'S/(SUB) LESSOR'S AND AGENT'S SIGNATURE REQUIRED
❑
** Other Changes for Publication r
(Only Corrections of Address, Physical Specifications, Commission Code, etc. DO NOT enter extensions,
pried changes, off market, leased, sold or in escrow information here).
** THESE CHANGES REQUIRE AGENT'S SIGNATURE ONLY
I/We hereby authorize the above changes in terms of the original Listing Agreement, dated January 19, 2010
All other terms and: conditions are to remain unchanged. Receipt of a copy of this authorization is hereby acknowledged.
ALL CHANGES ARE TO BE SUBMITTED TO THE MULTIPLE WITHIN 10 BUSINESS DAYS FROM THE FOLLOWING
DATE.OF SIGNATURE: -
Dated:
CUSHM KFFIF. F CALIFORNIA INC.
Listing Tirnl
Agent
•(wn 8ub)Leavw
' Omarl(Sub) Lassor .
NIOD-11 The MULTIPLE
(Rev.- 6/97) A Service of The American Industrial Real Estate Association
MCI Center * 700 South Flower Street, Suite 600, Los Angeles, California 9001.7
(213) 687.8777 * Fax (213) 229-8681
d0/1- 1;;z3
Juarez, Debbie `l'e`�
From: Kung, Alex
Sent: Tuesday, June 19, 2012 8:22 AM
To: Juarez, Debbie
Subject: FW: District, Vernon 17th Amendment to PSA
Attachments: 17th Amendment to PSA—District Vernon_6.14.12_Buyer Signed.pdf; 17th amendment.pdf
Debbie,
Another extension
From: Candace Ondrejcka[mailto:CandaceO(abxebecllc.com]
Sent: Monday, June 18, 2012 1:24 PM
To: Kung, Alex; McMillan, John
Cc: Mishurda, Neil; tgrizel(abmrllp.com
Subject: RE: District, Vernon 17th Amendment to PSA
For your files,
I have sent both signature pages and Amendment to Escrow.
Best Regards,
Candace Ondrejcka
XEBEC REALTY PARTNERS
t. 562.546.0263 1 m. 818.468,6481 1 f. 562546.0255
Corporate. 3010 Old Ranch Parkway, Suite 470 1 Seal Beach, CA 90740
Los Angeles. 510 S. Hewitt Street No.115 1 Los Angeles, CA 90013 1 t.213.542.5270
Maximizing Opportunities
From: Kung, Alex[mailto:akuno(obci.vernon.ca.us]
Sent: Monday, June 18, 2012 9:44 AM
To: Candace Ondrejcka; McMillan, John
Cc: Neil Mishurda; igrizel0mrllp.com
Subject: RE: District, Vernon 17th Amendment to PSA
Here you go.
From: Candace Ondrejcka[mailto:CandaceO(alxebecllc.com]
Sent: Monday, June 18, 2012 9:42 AM
To: Kung, Alex; McMillan, John
Cc: Mishurda, Neil; iorizelCalmrllo.com
Subject: FW: District, Vernon 17th Amendment to PSA
Importance: High
Hi Alex, John,
I am just following up to the voicemails I have left for both of you in regards to the execution of the 17`h Amendment to
the District PSA, as the feasibility deadline expires today.
Please don't hesitate to give myself or Neil a call to discuss.
Best Regards,
Candace Ondrejcka
W XEBEC REALTY PARTNERS
t. 562.546.0263 1 in. 818.468.64811 f.562.546,0255
Corporate. 3010 Old Ranch Parkway, Suite 470 1 Seal Beach, CA 90740
Los Angeles. 510 S. Hewitt Street No.115 1 Los Angeles, CA 90013 1 t.213.542.5270
Maximizing Opportunities
From: Neil Mishurda
Sent: Friday, June 15, 2012 9:17 AM
To: Kung, Alex
Cc: John McMillan; Jon Grizel (OC Office); Candace Ondrejcka
Subject: FW: District, Vernon 17th Amendment to PSA
Alex,
In anticipation for not getting the Amendment completed by next Monday the 181h, please sign the attached
amendment to extend the DID period until July 91h. Hopefully that will give us enough time to wrap this up.
Thanks,
Neil Mishurda
t. 562.546.0253 1 m. 310.430.4351 f. 562.546.0255
3010 Old Ranch Parkway, Suite 470 Seal Beach, CA 90740
From: Candace Ondrejcka
Sent: Thursday, June 14, 2012 4:15 PM
To: Jon Grizel (OC Office)
Cc: Neil Mishurda
Subject: District, Vernon 17th Amendment to PSA
Hi Jon,
We are extending the due diligence deadline once again. Can you please review before I send to the City for their
review?
Thanks!
Candace Ondrejcka
XEBEC REALTY PARTNERS
t. 562.546.0263 1 in. 818.468.64811 f. 562.546.0255
Corporate. 3010 Old Ranch Parkway, Suite 470 1 Seal Beach, CA 90740
Las Angeles. 510 S. Hewitt Street No.115 1 Los. Angeles, CA 90013 1 t.21.3.542.5270
Maximizing Opportunities
This Seventeenth Amendment to Purchase and Sale Agreement (this "Amendment") is entered
into and is effective as of June 14, 2012 (the "Effective Date"), byland between BEL AIR ATLANTIC, LLC
("Buyer") and the CITY OF VERNON ("Seller').
RECITALS
A. Buyer's predecessor, XEBEC Industrial Southen
and Seller entered Into that certain Standard Offer, Agreement ar
Real Estate dated for reference purposes April 14, 2011, as am
Supplemental Escrow Instructions dated June 22, 2011, furtit
Amendment to Purchase and Sale Agreement dated as of Septe
certain Third Amendment to Purchase and Sale Agreement data
amended by that certain Fourth Amendment to Purchase and S
2011, further amended by that certain Fifth Amendment to Purc
November 1, 2011, further amended by that certain Sixth Amend
dated as of December 2, 2011, further amended by that certain
Sale Agreement dated as of December 2, 2011, further amender
Purchase and Sale Agreement dated as of December 16, 2011.
Amendment to Purchase and Sale Agreement dated as of Jam
certain Tenth Amendment to Purchase and Sale Agreement date
by that certain Eleventh Amendment to Purchase and Sale Agra
further amended by that certain Twelfth Amendment to Purch<
February 218% 2012, further amended by that certain Thirteent
Agreement dated as of March 51h, 2012, further amended by t
Purchase and Sale Agreement dated as of March 30th, 2012, fur
Amendment to Purchase and Sale Agreement dated as of May
certain Sixteenth Amendment to Purchase and Sale Agreement c
the "Agreement"), pursuant to which Buyer agreed to purchase
property, subject to the provisions of the Agreement.
B. Previous Buyer Assigned the Agreement to Buyf
Agreement dated April 1, 2012.
C. Buyer and Seller now desire to amend the A
capitalized terms used below have the same meanings as in
amended in this Amendment.
Now, therefore, In consideration of good and valuable c
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r)
amendments thereto, the Feasibility Deadline shall mean July 9,
2. Expected Closing Data. Notwithstanding Section 1.1
amendments thereto, the Expected Closing Date shall mean Augt
California, LLC, ("Previous Buyer"),
Escrow Instructions For Purchase of
ided by that certain Amended and/or
amended by that certain Second
bar 6, 2011, further amended by that
as of September 20, 2011, further
Agreement dated as of October 5,
se and Sale Agreement dated as of
ant to Purchase and Sate Agreement
aventh Amendment to Purchase and
Jy that certain Eighth Amendment to
irther amended by that certain Ninth
ry 9, 2012, further amended by that
as of January 25th, further amended
nent dated as of February 61h, 2012,
a and Sale Agreement dated as of
Amendment to Purchase and Sale
it certain Fourteenth Amendment to
ar amended by that certain Fifteenth
2012, and further amended by that
ad as of May 15, 2012 (collectively,
nd Seller agreed to sell certain real
pursuant to that certain Assignment
ment as set forth' below. Initially
Agreement, except as modified or
the sufficiency of which is
the Agreement to the contrary, or any
12.
he Agreement to the Contrary, or any
9, 2012.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All' prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and Is hereby ratified and reaffirmed,
135130
4. Conflicts. If any conflict between this Amendment
of this Amendment shall control.
5. Authorlty/Counterparts. All parties covenant that the
authority to sign and enter this Amendment. This Amendment may i
different parties in separate counterparts. Each counterpart shall be
of them together shall constitute one Amendment, among all of the
copies of this Amendment exchanged by facsimile transmission
(pdf) signatures via email shall be binding as if the same were an c
135130
Agreement should arise, the terms
possess all necessary capacity and
signed In multiple counterparts and by
Seemed an original Amendment and all
arties signing the counterparts. Signed
electronic portable document format
ginal signature
BUYER:
Executed as of the Effective
SELLER:
BEL AIR ATLANTIC, LLC CITY OF
By, --
Name: By:
Title: Name: _
Title:
ATTEST:
ATTEST:
135130
SEVENTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Seventeenth Amendment to Purchase and Sale Agreement (this "Amendment") Is entered
into and is effective as of June 14, 2012 (the "Effective Date'), by and between BEL AIR ATLANTIC, LLC
("Buyer") and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer's predecessor, XEBEC Industrial Southern California, LLC, ("Previous Buyer"),
and Seiler entered into that certain Standard Offer, Agreement and Escrow Instructions For Purchase of
Real Estate dated for reference purposes April 14, 2011, as amended by that certain Amended and/or
Supplemental Escrow Instructions dated June 22, 2011, further amended by that certain Second
Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further amended by that
certain Third Amendment to Purchase and Sale Agreement dated as of September 20, 2011, further
amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of October 5,
2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement dated as of
November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale Agreement
dated as of December 2, 2011, further amended by that certain Seventh Amendment to Purchase and
Sale Agreement dated as of December 2, 2011, further amended by that certain Eighth Amendment to
Purchase and Sale Agreement dated as of December 16, 2011, further amended by that certain Ninth
Amendment to Purchase and Sale Agreement dated as of January 9, 2012, further amended by that
certain Tenth Amendment to Purchase and Sale Agreement dated as of January 25th, further amended
by that certain Eleventh Amendment to Purchase and Sale Agreement dated as of February eh, 2012,
further amended by that certain Twelfth Amendment to Purchase and Sale Agreement dated as of
February 21", 2012, further amended by that certain Thirteenth Amendment to Purchase and Sale
Agreement dated as of March 51h, 2012, further amended by that certain Fourteenth Amendment to
Purchase and Sale Agreement dated as of March 3d', 2012, further amended by that certain Fifteenth
Amendment to Purchase and Sale Agreement dated as of May 2, 2012, and further amended by that
certain Sixteenth Amendment to Purchase and Sale Agreement dated as of May 15, 2012 (collectively,
the "Agreement"), pursuant to which Buyer agreed to purchase and Seller agreed to sell certain real
property, subject to the provisions of the Agreement.
B. Previous Buyer Assigned the Agreement to Buyer pursuant to that certain Assignment
Agreement dated April 1, 2012.
C. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean July 9, 2012.
2. Expected Closina Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean August 9, 2012.
3. No Other Amendments, This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
135130
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed In multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via email shall be binding as if the same were an original signature
135130
BUYER:
BEL AIR ATLANTIC, LLC
By:
Name:
Title:
Executed as of the Effective Date
SELLER:
CITY OF VERNON
By:
Name: Wil is i Davis
Title: Mayo Pro-Tem
Chief Deputy ¢ityj�Attorney
135130
�'3
Juarez, Debbie
From: Kung, Alex
Sent: Monday, July 09, 2012 11:41 AM
To: 'Candace Ondrejcka'
Cc: Mishurda, Neil; jgrizel@mrllp.com; McMillan, John; Juarez, Debbie
Subject: RE: District, Vernon 18th Amendment to PSA
Attachments: 18th Amendment.pdf.
Hi Everyone,
Attached is the signed amendment.
From: Candace Ondrejcka [mailto:Candace0(&xebecllc.com]
Sent: Friday, July 06, 2012 1:46 PM
To: Kung, Alex
Cc: Mishurda, Neil; jarize[Omrllp.com; McMillan, John
Subject: RE: District, Vernon 18th Amendment to PSA
Hi Alex,
Just following up on the amendment. Will we be getting a signed counterpart?
Please advise.
Thanks!
Candace Ondrejcka
®XEBEC REALTY PARTNERS
t. 562.546.0263 I m. 818.468.6481 1 f. 562.546.0255
Corporate. 3010 Old Ranch Parkway, Suite 470 1 Seal Beach, CA 90740
Los Angeles. 510 S. Hewitt Street No.115 I Las Angeles, CA 90013 1 t.213.542.5270
Maximizing Opportunities
From: Kung, Alex[mailto:akungCalci.vernon.ca.us]
Sent: Tuesday, July 03, 2012 9:41 AM
To: Candace Ondrejcka
Cc: Neil Mishurda; igrizel(almrllo.com; McMillan, John
Subject: RE: District, Vernon 18th Amendment to PSA
thanks
From: Candace Ondrejcka [mailto:CandaceO(dxebecllc.com]
Sent: Tuesday, July 03, 2012 9:39 AM
To: Kung, Alex
Cc: Mishurda, Neil; jgrizel@mrllo.com; McMillan, John
Subject: District, Vernon 18th Amendment to PSA
Hi Alex,
In anticipation of the holiday week and personnel on vacation, we have prepared an Extension to the PSA which extends
the Feasibility deadline from July 9th until July 23rd. If approved, please sign and return at your earliest convenience.
Thank you,
Candace Ondrejcka
®XEB.EC REALTY PARTNERS
t. 562.546.0263 1 m. 818.468.64811 f. 562.546.0255
Corporate. 3010 Old Ranch Parkway, Suite 470 1 Seal Beach, CA 90740
Los Angeles. 510 S. Hewitt Street No.115 I Los Angeles, CA 90013 1 t.213.542.5270
Maximizing Opportunities
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain
confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended
recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this
transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy
the original transmission and its attachments without reading or saving in any manner.
EIGHTEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Eighteenth Amendment to Purchase and Sale Agreement (this "Amendment,') Is entered
Into and is effective as of July 3, 2012 (the "Effective Date"), by and between BEL AIR ATLANTIC, LLC
("Buyer") and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer's predecessor, XEBEC Industrial Southern California, LLC,,("Previous Buyer"),
and Seller entered Into that certain Standard Offer, Agreement and Escrow Instructions For Purchase of
Real Estate dated for reference purposes April 14, 2011, as amended by that certain Amended and/or
Supplemental Escrow. Instructions dated June 22, 2011, further amended by that certain Second
Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further amended by that
certain Third Amendment to Purchase and Sale Agreement dated as of September 20, 2011, further
amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of October 5,
2011,-further amended by that certain Fifth Amendment to. Purchase and Sale Agreement dated as of
November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale Agreement
dated.as of December 2, 2011, further amended by that certain Seventh Amendment to Purchase and
Sale Agreement dated as of December 2, 2011, further amended by that certain Eighth Amendment to
Purchase and Sale Agreement dated as of December 16, 2011, further amended by that certain Ninth
Amendment to Purchase and Sale Agreement dated as of January 9, 2012, further amended by that
certain Tenth Amendment to Purchase and Sale Agreement dated as of January 25th, further amended
by that certain Eleventh Amendment to Purchase and Sale Agreement dated as of February 61h, 2012,
further amended by that certain Twelfth Amendment to Purchase and Sale Agreement dated as of
February 21°r, 2012, further amended by that certain Thirteenth Amendment to Purchase and Sale
Agreement dated as of March 5'', 2012, further amended by that certain Fourteenth Amendment to
Purchase and Sale Agreement dated as of March 301h, 2012, further amended by that certain Fifteenth
Amendment to Purchase and Sale Agreement dated as of May 2, 2012, further amended by that certain
Sixteenth Amendment to Purchase and Sale Agreement dated as of May 15, 2012, and further amended
by that certain Seventeenth Amendment to Purchase and Sale Agreement dated as of June 14, 2012
(collectively, the "Agreement'), pursuant to which Buyer agreed to purchase and Seller agreed to sell
certain real property, subject to the provisions of the Agreement.
dated April 1, 2012.
C. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as In the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which Is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean July 23, 2012.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean August 23, 2012.
3. No Other Amendments, This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains In full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
135130
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authorkv/Counteroa. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via email shall be binding as if the same were an original signature
135130
BUYER:
BELAIR:' LLC
By:
Name:
This:
135136
Executed as of the Effective Date
SELLER
CITY OF VERNON
By: Z, % —
Name: WMiam Davis
TI►le. Kaor Pro-Tem
c;,2011— ;�3
Juarez, Debbie
From: Kung, Alex .
Sent: Monday, July 23, 2012 11:11 AM
To: Juarez, Debbie
Subject: FW: 19th Amendment to District, Vernon PSA
Attachments: 19th Amendment to PSA—District Vernon 7.17.12.Seller Executed (1).pdf; 19th Amendment
to PSA—District Vernon_7.17.12.Seller Executed (2).pdf
y71
From: Candace Ondrejcka [mailto:CandaceO(&xebecllc.com]
Sent: Monday, July 23, 2012 11:04 AM
To: Dwayne Butler
Cc: Kung, Alex; John.Schumacher(cbcbre.com; Mishurda, Neil; Jon Grizel (OC Office)
Subject: 19th Amendment to District, Vernon PSA
Hi Dwayne,
We have extended the feasibility deadline and escrow closing date for the District, Vernon deal. Please see the attached
executed amendments.
Best Regards,
Candace Ondrejcka
XEBEC REALTY PARTNERS
t. 562.546.0263 1 m. 818.468.64811 f. 562.546.0255
Corporate, 3010 Old Ranch Parkway, Suite 470 1 Seal Beach, CA 90740
Los Angeles. 510 S. Hewitt Street No.115 I Los Angeles, CA 90013 1 t.213.542.5270
Maximizing Opportunities
NINETEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Nineteenth Amendment to Purchase and Sale Agreement (this "Amendment") is entered
into and is effective as of July 17, 2012 (the "Effective Date"), by and between BEL AIR ATLANTIC, LLC
("Buyer') and the CITY OF VERNON ("Seller').
RECITALS
A. Buyer's predecessor, XEBEC Industrial Southern California, LLC, ("Previous Buyer'),
and Seller entered into that certain Standard Offer, Agreement and Escrow Instructions For Purchase of
Real Estate dated for reference. purposes April 14, 2011, as amended by that certain Amended and/or
Supplemental Escrow Instructions dated June 22, 2011, further amended by. that certain Second
Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further amended by that
certain Third Amendment to Purchase and Sale Agreement dated as of September 20, 2011, further
amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of October 5,
2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement dated as of
November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale Agreement
dated as of December 2, 2011, further amended by that certain Seventh Amendment to Purchase and
Sale Agreement dated; as of December 2, 2011, further amended by that certain Eighth Amendment to
Purchase and Sale Agreement dated as of December 16, 2011, further amended by that certain Ninth
Amendment to Purchase and Sale Agreement dated as of January 9, 2012, further amended by that
certain Tenth Amendment to Purchase and Sale Agreement dated as of January 25th, further amended
by that certain Eleventh Amendment to Purchase and Sale Agreement dated as of February 6r", 2012,
further amended by that certain Twelfth Amendment to Purchase and Sale Agreement dated as of
February 216", 2012, further amended by that certain Thirteenth Amendment to Purchase and Sale
Agreement dated as of March 51h, 2012, further amended by that certain Fourteenth Amendment to
Purchase and Sale Agreement dated as of March Wth, 2012, further amended by that certain Fifteenth
Amendment to Purchase and Sale Agreement dated as of May 2, 2012, further amended by that certain
Sixteenth Amendment to Purchase and Sale Agreement dated as of May 15, 2012, further amended by
that certain Seventeenth Amendment to Purchase and Sale Agreement dated as of June 14, 2012, and
further amended by that certain Eighteenth Amendment to Purchase and Sale Agreement dated as of .
July 3, 2012 (collectively, the "Agreement"), pursuant to which Buyer agreed to purchase and Seller
agreed to sell certain real property, subject to the provisions of the Agreement.
B. Previous Buyer Assigned the Agreement to Buyer pursuant to that certain Assignment
Agreement dated April 1, 2012.
C. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to.the contrary, or any
amendments thereto, the Feasibility Deadline shall mean August 3, 2012.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean September 3, 2012.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed,
135130
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment; among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable. document format
(pdf signatures via email shall be binding as if the same were an original signature
135130
BUYER:
Executed as of the Effective Date
SELLER:
BEL AIR ATLANTIC, LLC CITY OF VERNON
By:
Name:
Title:
Name: William Davis
Title: Mayor Pro-Tem
as
Deputy
Clerk
135130
NINETEENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Nineteenth Amendment to Purchase and Sale Agreement (this "Amendment") Is entered
Into and Is effective as of July 17, 2012 (the "Effective Date"), by and between BEL AIR ATLANTIC, LLC
("Buyer') and the CITY OF VERNON
RECITALS
A. Buyer's predecessor, XEBEC Industrial Southern California, LLC, ("Previous Buyer"),
and Seller entered Into that certain Standard Offer, Agreement and Escrow Instructions For Purchase of
Real Estate dated for reference purposes April 14, 2011, as amended by that certain Amended and/or
Supplemental Escrow Instructions dated June 22, 2011, further amended by that certain Second
Amendment to Purchase and Sale Agreement dated as of September 6, 2011, further amended by that
certain Third Amendment to Purchase and Sale Agreement dated as of September 20, 2011, further
amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of October 5,
2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement dated as of
November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale Agreement
dated as of December 2, 2011, further amended by that certain Seventh Amendment to Purchase and
Sale Agreement dated as of December 2, 2011, further amended by that certain Eighth Amendment to
Purchase and Sale Agreement dated as of December 16, 2011, further amended by that certain Ninth
Amendment to Purchase and Sale Agreement dated as of January 9, 2012, further amended by that
certain Tenth Amendment to Purchase and Sale Agreement dated': as of January 25th, further amended
by that certain Eleventh Amendment to Purchase and Sale Agreement dated as of February 60', 2012,
further amended by that certain Twelfth Amendment to Purchase and Sale Agreement dated as of
February 21`r, 2012, further amended by that certain ThirteenthAmendment to Purchase and Sale
Agreement dated as of March e, 2012, further amended by that certain Fourteenth Amendment to
Purchase and Sale Agreement dated as of March 30d', 2012, further amended by that certain Fifteenth
Amendment to Purchase and Sale Agreement dated as of May 2, 2012, further amended by that certain
Sixteenth Amendment to Purchase and Sale Agreement dated as of May 15, 2012, further amended by
that certain Seventeenth Amendment to Purchase and Sale Agreement dated as of June 14, 2012, and
further amended by that certain Eighteenth Amendment to Purchase and Sale Agreement dated as of
July 3, 2012 (collectively, the "Agreement"), pursuant to which Buyer agreed to purchase and Seller
agreed to sell certain real property, subject to the provisions of the Agreement.
B. Previous Buyer Assigned the Agreement to Buyer pursuant to that certain Assignment
Agreement dated April 1, 2012.
C. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meaning@ as in the Agreement, except as modified or
amended In this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline, Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean August 3, 2612,
2. Expected Closing Dste; Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean September 3, 2012.
3. No Othcr Amendments, This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. 'there are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
135130 \r\w
f @Dud RV ea:01. ZtILF/LO
4, Conflicts, If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts, All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via email shall be binding as if the same were an original signature
135130
y abad Wd OQ;Ol. Zl/Li/CQ
Executed as of the Effective Date
BUYER: SELLER:
BEL AIR TIfANTIC, LLC CITY OF VERNON
By
Name: _
Title:
135130
By _
Name:
TI(le:
ATTEST:
ATTEST:
S 809d WV Os:u4 Wll./LO
Juarez, Debbie //r �502
From: Kung, Alex
Sent: Wednesday, September 12, 2012 8:12 AM
To: Juarez, Debbie
Subject: FW: 20th Amendment - Thermador
Attachments: 20th Amendment to PSA_District Vernon_8.1.12.Buyer Signed.pdf
As you requested.
From: Candace Ondrejcka [mailto:candaceoCcbpac-industrial.com]
Sent: Friday, August 03, 2012 4:00 PM
To: Kung, Alex
Cc: Neil Mishurda; McMillan, John; Jon Grizel (OC Office)
Subject: Re: 20th Amendment - Thermador
Buyer's executed amendment for you records.
Best Regards,
Candace Ondrejcka
Director of Operations
PACIFIC INDUSTRIAL
6272 E. Pacific Coast Highway, Ste. E
Long Beach, CA 90803
t. 818.468.6481
www.Pac-Industrial.com
On Fri, Aug 3, 2012 at 12:15 PM, Kung, Alex <akung ,ci.vernon.ca.us> wrote:
Understood. I will try to get it done.
From: Neil Mishurda [mailto:neilmc&pac-industrial.com]
Sent: Friday, August 03, 2012 12:15 PM
To: Kung, Alex
Cc: McMillan, John; 'Jon Grizel (OC Office)'; Candace Ondrejcka
Subject: RE: 20th Amendment - Thermador
Alex,
Rick's attorney, Jon Grizel, said we need it attested by City Clerk today for it to be valid, or else we will need to
submit.a cancellation letter into Escrow, which we really don't want to do.
Thanks for trying to get it done.
Neil Mishurda
Co-founder
310.430.4351
6272 Pacific Coast Highway, Suite #E
Long Beach, CA 90803
#'1PACIFIC
www.Dac-industrial.com
From: Kung,.Alex [mailto:akung0ci.vernon.ca.us]
Sent: Friday, August 03, 2012 11:44 AM
To: Neil Mishurda
Cc: John. McMillan@cushwake.com
Subject: 20th Amendment - Thermador
Neil,
Just wanted to give you a heads up. Our Mayor pro -temp signed the attached agreement but I'm stilling waiting
for our City Clerk/Deputy City Attorney.to attest and approve as to form the agreement. He told me he might
be available after 3pm so I will try to get it signed then. Worst case scenario would be Monday. I will be out of
commission this weekend since I'm getting my wisdom teeth pulled at 5 today.
UrM
Alex Kung
Assistant to the City Administrator
City of Vernon
City Administration
323.583.8811 Ext. 355
323.826.1422 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
l
l
I
L
TWENTIETH AMENDMENT TO PURCHASE AND SALE'AG hEEMENT'
l i
This Twentieth Amendment to Purchase and Sale Agreement (this 'Amendment') is entered into
and is effective as of August 1, 2ol2 (the."Effective Date"), by and betwee i BEE AIR ATLANTIC, LLC
("Buyer") and the CITY OF VERNON ("Seller").
RECITALS
i Buyer"),
A Buyer's redecessor, XEBEC Industrial Southern! California LLC, ("Previous u e ;
Y p i ( Y )
and Seller entered Into that certain Standard Offer, Agreement and Escrow Ind� structions For Purchase of
Real Estate dated for reference purposes April 14, 2011, as amended by that certain Amended and/or
Supplemental Escrow Instructions dated June 22, 2011, further amended by that certain Second
Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further, amended by that
certain Third Amendment to Purchase and Sale Agreement dated as of Se )tember 2Q 2011, further
amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of October 5,
2011, further amended by that certain Fifth Amendment to Purchase and Spile Agreement dated as of
November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale Agreement
dated as of December 2, 2011, further amended by that certain Seventh Amendment to Purchase and
Sale Agreement dated as of December 2, 2011,5further amended, by that certain Eighth Amendment to
Purchase and Sale Agreement dated as of December 16, 2011, further amended by that certain Ninth
Amendment to Purchase and Sale Agreement dated, as of Januery, 9, 2012, further lamended'by that
certain Tenth Amendment to Purchase and Sale Agreement dated as of Jan'ary 25thj further amended
>by that certain Eleventh Amendment to Purchase and Sale Agreement date') as of February 6'62012,
further amended by that certain Twelfth Amendment to Purchaso and Sao Agreement dated as of
February 2151, 2012, further amended by that certain ThIrteentli Amendmp',mt. to Purchase and Sale
Agreement dated as of March 5", 2012, further amended by that certain fourteenth Amendment to
Purchase and Sale Agreement dated as of March 30", 2012, further amend?d by that certain Fifteenth
Amendment Purchase and Sale Agreement dated as of May 2, 2012, furth I r amended by that certain
Sixteenth Amendment to Purchase and Sale Agreement dated as'of,May 15,12012, f#er;amended by
that certain Seventeenth Amendment to Purchase and Sale Agreement d fed as of June 14, 2012,
further amended by that certain Eighteenth Amendment Purchase and Sale Agreement dated as of
July 3, 2012, and further amended by that certain Nineteenth Amendment to Purchase and Sale
Agreement dated as of July 17, 2012 (collectively, the "Agreement"), pursuer it to which Buyer agreed to
purchase and Seller agreed to sell certain real property, subject to the provisions of the Agreement.
B. Previous Buyer Assigned the Agreementlto,Buy4 pursuant to that certaln Assignment
Agreement dated April 1, 2012.
C. Buyer and Seller now desire to amend the Agreement as set' forth below. Initially
capitalized forms used below have the same meanings as in tha Agreem nt, 'except as modified or
amended in this Amendment;
I
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows: - l
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreer lent to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean August 17, 2012.,
2. Exoected Closlnc Date. Notwithstanding Section 1.1 of ,the Agreerentto the Contrary, or any
amendments thereto the Expected Closing Date shall mean September 17 2QI12
3. No Other Amendments. This Amendment contains the entire II nderstanding between the
partiesrelatingto the matters contemplated by this Amendment. All prior or cc 'temporar�eous discussions,.
agreements, understandings, representations and statements, orall or `written regarding this .matter are
merged into this Amendment and shall be of no further force or effect. are are no other amendments or
i
135130
i
i
it
modifications to the Agreement other than this Amendment The Agreement i iemains In full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed. .
4:. Conflicts. If any conflict between this Amendment and the Agree ent should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts. All parties covenant that they) possess ill necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an,original Amendment and all
of them together shall constitute one Amendment, among all of the parties sign! g the counterparts Signed'
copes of this Amendment exchanged by facsimile transmission or electrons i portable document format
(pdf) signatures via email shall be binding as If the same were an original signEture
I
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135130
f
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Juarez, Debbie
From:
Sent:
To:
Subject:
Attachments:
FYI, for your files.
Kung, Alex
Monday, August 06, 2012 8:52 AM
Juarez, Debbie
20th Thermador Amendment
20th amendment.pdf
Alex Kung
Assistant to the City. Administrator
City of Vernon
City Administration
323.583.8811 Ext. 355
323.826.1422 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
TWENTIETH AMENDMENT'TO PURCHASE AND SALE AGREEMENT
This Twentieth Amendment to. Purchase and Sale Agreement (this "Amendment") is entered into
and is effective as of August 1, 2012 (the "Effective Date"), by and between BEL AIRATLANTIC, LLC'
("Buyer") and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer's predecessor, XEBEC Industrial Southern California; LLC, ("Previous Buyer'),
and Seller entered into that certain Standard Offer, Agreement and Escrow Instructions For Purchase of
Real Estate dated for reference purposes April 14, 2011, as amended by that certain Amended and/or
Supplemental Escrow Instructions dated June 22. 2011, further amended by that certain Second
Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further amended by that
certain Third Amendment to Purchase and Sale Agreement dated as of September 20, 2011, further
amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of October 5,
2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement dated as of
November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale Agreement
dated as of December 2, 2011, further amended by that certain Seventh Amendment to Purchase and
Sale Agreement dated as of December 2, 2011, further amended by that certain Eighth Amendment to
Purchase and Sale Agreement dated as of December 16, 2011, further amended by that certain Ninth
Amendment to 'Purchase and Sale Agreement dated as of January 9, 2012, further amended by that
certain Tenth Amendment to Purchase and Sale Agreement dated as of January 25th, further amended
by that certain Eleventh Amendment to Purchase and Sale Agreement dated as of February 6" 2012,
further amended by that certain Twelfth Amendment to Purchase and Sale Agreement dated as of
February 21", 2012, further amended by that certain Thirteenth .Amendment to Purchase and Sale
Agreement dated. as of March 5", 2012, further amended by that certain Fourteenth Amendment to
Purchase and Sale Agreement dated as of March 30", 2012, further amended by that certain Fifteenth
Amendment to Purchase and Sale Agreement dated as of May2, 2012, further amended by that certain
Sixteenth Amendment to Purchase and Sale Agreement dated as of May 15, 2012, further amended by
that certain. Seventeenth. Amendment to Purchase and Sale Agreement dated as of June 14, 2012,
further amended by that certain Eighteenth Amendment to Purchase and Sale Agreement dated as of
July 3, 2012, and further amended by that certain Nineteenth Amendment to Purchase and Sale
Agreement dated as of July 17, 2012 (collectively, the "Agreement'), pursuant to which Buyer agreed to
purchase and Seller agreed to sell certain real property, subject to the provisions of the Agreement.
B. Previous Buyer Assigned the Agreement to Buyer pursuant to that certain Assignment
Agreement dated April 1, 2012.
C. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment.
Now, therefore, inconsideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. FeasibilitV Deadline, Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean August 17, 2012.
2, Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to. the Contrary, or any
amendments thereto, the Expected Closing Date shall mean September 17, 2012.
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
135130
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed,
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts, All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via email shall be binding as if the same were an original signature
135130
BUYER:
BEL AIR ATLANTIC, LLC
By:
Name:
Title:
135130
Executed as of the Effective Date
SELLER:
CITY OF VERNON
1
Name William Davis
Title; Mayor Pro -Tam
rk
Juarez, Debbie
From: Kung, Alex
Sent: Thursday, September 13, 2012 2:33 PM
To: Neil Mishurda (neilm@pac-industrial.com)
Cc: McMillan, John; Juarez, Debbie; Candace Ondrejcka (candaceo@pac-industrial.com)
Subject: 22nd Amendment
Attachments: 22nd Amendment Extension.pdf
Signed extension.
Alex Kung
Assistant to the City Administrator
City of Vernon
City Administration
323.583.8811 Ext. 355
323.826.1422 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
TWENTY-SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Twenty-second Amendment to Purchase and Sale Agreement (this "Amendment") is
entered into and is effective as of September 11, 2012 (the "Effective Date"), by and between BEL AIR
ATLANTIC, LLC ("Buyer") and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer's predecessor, XEBEC Industrial Southern California, LLC, ("Previous Buyer"),
and Seller entered Into that certain Standard Offer, Agreement and Escrow Instructions For Purchase of
Real Estate dated for reference purposes April 14, 2011, as amended by that certain Amended and/or
Supplemental Escrow Instructions dated June 22, 2011, further amended by that certain Second
Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further amended by that
certain Third Amendment to Purchase and Sale Agreement dated as of September 20, 2011, further
amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of October 5,
2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement dated as of
November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale Agreement
dated as of December 2, 2011, further amended by that certain Seventh Amendment to Purchase and
Sale Agreement dated as of December 2, 2011, further amended by that certain Eighth Amendment to
Purchase and Sale Agreement dated as of December 16, 2011, further amended by that certain Ninth
Amendment to Purchase and Sale Agreement dated as of January 9, 2012, further amended by that
certain Tenth Amendment to Purchase and Sale Agreement dated as of January 25th, further amended
by that certain Eleventh Amendment to Purchase and Sale Agreement dated as of February 61h, 2012,
further amended by that certain Twelfth Amendment to Purchase and Sale Agreement dated as of
February 21", 2012, further amended by that certain Thirteenth Amendment to Purchase and Sale
Agreement dated as of March 51h, 2012, further amended by that certain Fourteenth Amendment to
Purchase and Sale Agreement dated as of March 30'h, 2012, further amended by that certain Fifteenth
Amendment to Purchase and Sale Agreement dated as of May 2, 2012, further amended by that. certain
Sixteenth Amendment to Purchase and Sale Agreement dated as of May 15, 2012, further amended by
that certain Seventeenth Amendment to Purchase and Sale Agreement dated as of June 14, 2012,
further amended by that certain Eighteenth Amendment to Purchase and Sale Agreement dated as of
July 3, 2012, further amended by that certain Nineteenth Amendment to Purchase and Sale Agreement
dated as of July 17, 2012, further amended by that certain Twentieth Amendment to Purchase and Sale
Agreement dated as of August 1, 2012, and further amended by that certain Twenty-first Amendment to
Purchase and Sale Agreement dated as of August 15, 2012 (collectively, the "Agreement"), pursuant to
which Buyer agreed to purchase and Seller agreed to sell certain real property, subject to the provisions
of the Agreement.
B. Previous Buyer Assigned the Agreement to Buyer pursuant to that certain Assignment
Agreement dated April 1, 2012.
C. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as In the Agreement, except as modified or
amended In this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which Is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean October 17, 2012.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean November 19, 2012.
3. No Other Amendments, This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
115130
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed In multiple counterparts and by
different parties In separate counterparts. Each counterpart shell be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdo signatures via small shall be binding as If the same were an original signature
115110
Executed as of the Effective Date
BUYERI SELLERt
BEL AIR AT gNTI , LLQ C CITY OF VERNO
Name / �/ _,%�%lffi(L f3
Title: _�I/3 E✓� Name:, j.B1R.��lV_ti.3____—:,.
' - Title!
'Reed, Acting ity Clerk
Chief Deputy
Juarez, Debbie
From: Kung, Alex
Sent: Monday, November19, 2012 7:24 AM
To: Candace Ondrejcka (candaceo@pac-industrial.com); Mishurda, Neil; McMillan, John; Calkins,
Dustin C. <dcalkins@orrick.com> (dcalkins@orrick.com); elamond@orrick.com
Cc: Juarez, Debbie
Subject: Thermador - Signed 24th Extenstion
Attachments: 24th Amendment.pdf; 24th Amendment to PSA_District Vernon_11.12.12_Buyer Signed.pdf
All,
Signed copies of amendment.
Thanks,
Alex
Alex Kung
Assistant to the City Administrator
City of Vernon
City Administration
323.583.8811 Ext. 355
323.826.1422 Fax
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may
contain confidential information that is legally privileged. If you are not the intended recipient, or aperson responsible for delivering it
to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained
in or attached to this transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
.notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner.
TWENTY-FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Twenty-fourth Amendment to Purchase and Sale Agreement (this "Amendment") is entered
into and is effective as of November 12, 2012 (the "Effective Date"), by and between BEL AIR
ATLANTIC, LLC ('Buyer") and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer's predecessor, XEBEC Industrial Southern California, LLC, ("Previous Buyer"),
and Seller entered into that certain Standard Offer, Agreement and Escrow Instructions_ For Purchase of
Real Estate dated for reference purposes April 14, 2011, as amended by that certain Amended and/or
Supplemental Escrow Instructions dated June 22, 2011, further amended by that certain Second
Amendment to Purchase and Sale Agreement dated as of September 8, 2011, further amended by that
certain Third Amendment to Purchase and Sale Agreement dated as of September 20, 201.1, further
amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of October 5,
2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement dated as of
November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale Agreement
dated as of December 2, 2011, further amended by that certain Seventh Amendment to Purchase and
Sale Agreement dated as of December 2, 2011,. further amended by that certain Eighth Amendment to
Purchase and Sale Agreement dated as of December 16, 2011, further amended by that certain Ninth
Amendment to Purchase and Sale.Agreement dated as of January 9, 2012, further amended by that
certain Tenth Amendment to Purchase.and Sale Agreement dated as of January 25th, further amended
by that certain Eleventh Amendment to Purchase and Sale. Agreement dated as of February 6th, 2012,
further amended by that certain Twelfth Amendment to Purchase and Sale Agreement .dated as of
February 215t, 2012, further amended by that certain Thirteenth Amendment to Purchase and Sale
Agreement, dated as of March 5th, 2012, further amended by that certain Fourteenth Amendment to
Purchase and Sale Agreement dated as of March 30th, 2012, further amended by that certain Fifteenth
Amendment to Purchase and Sale Agreement dated as of May 2, 2012, further amended by that certain
Sixteenth Amendment to Purchase and Sale Agreement dated as of May 15, 2012, further amended by
that certain Seventeenth Amendment to Purchase and Sale Agreement dated as of June..14, 2012,
further amended by that certain Eighteenth Amendment to Purchase and Sale Agreement dated as of
July 3, 2012, further amended by that certain Nineteenth Amendment to Purchase and Sale Agreement
dated as of July 17, 2012, further amended by that certain Twentieth Amendment to Purchase and Sale
Agreement dated as of August 1, 2012, further amended by that certain Twenty-first Amendment to
Purchase and Sale Agreement dated as of August 15, 2012, further amended by that certain Twenty-
second Amendment to Purchase and Sale Agreement dated as of September 11, 2012, and further
amended by that certain Twenty-third Amendment to Purchase and Sale Agreement dated as of October
10, 2012 (collectively, the "Agreement"), pursuant to which Buyer agreed to purchase and Seller agreed
to sell certain real property, subject to the provisions of the Agreement.
B. Previous Buyer Assigned the Agreement to Buyer pursuant to that certain Assignment
Agreement dated April 1, 2012.
C. Buyer and Seller now desire to amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows:
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean December 19, 2012.
2. Expected Closing Date. Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto; the Expected Closing Date shall mean January 21, 2013.
135130
3. No Other Amendments. This Amendment contains the entire understanding between the
parties relating to the matters contemplated by this Amendment. All prior or contemporaneous discussions,
agreements, understandings, representations and statements, oral or written, regarding this matter are
merged into this Amendment and shall be of no further force or effect. There are no other amendments or
modifications to the Agreement other than this Amendment. The Agreement remains in full force, except
as amended by this Amendment, and is hereby ratified and reaffirmed.
4. Conflicts. If any conflict between this Amendment and the Agreement should arise, the terms
of this Amendment shall control.
5. Authority/Counterparts. All parties covenant that they possess all necessary capacity and
authority to sign and enter this Amendment. This Amendment may be signed in multiple counterparts and by
different parties in separate counterparts. Each counterpart shall be deemed an original Amendment and all
of them together shall constitute one Amendment, among all of the parties signing the counterparts. Signed
copies of this Amendment exchanged by facsimile transmission or electronic portable document format
(pdf) signatures via email shall. be binding as if the same were an original signature
135130
Executed as of the Effective Date
TWENTY-FOURTHAMENDMENT TO PURCHASE AND SALE AGREEMENT
This Twenty-fourthAmendmentto Purchase and Sale Agreement (this"Amendment") is entered
into and is effective as of November 12, 2012 (the "EffectiveDate"), by,and between BEL AIR ATLANTIC,
LLC("Buyee) and the CITY OF VERNON ("Seller").
RECITALS
A. Buyer'spredecessor, XEBEC Industrial Southern California, LLC, ("Previous Buyer"),
and Seller entered into that certain Standard Offer, Agreement and Escrow Instructions For Purchase'of
Real Estate dated for reference purposes April 14, 2011, as amended I by that certain Amended and/or
Supplemental Escrow Instructions dated June 22, 2011, further amended; by that certain'Second
Amendment to Purchase and Sale Agreement: dated as of September'8, 2011, furtheramended by that
certain Third Amendment to Purchase and Sale Agreement dated as of September 20, 2611, further
amended by that certain Fourth Amendment to Purchase and Sale Agreement dated as of October 5,
2011, further amended by that certain Fifth Amendment to Purchase and Sale Agreement dated as of
November 1, 2011, further amended by that certain Sixth Amendment to Purchase and Sale Agreement
dated as of 'December 2, 2011, further amended by that certain Seventh Amendment to Purchase and
Sale Agreement dated as of December 2, 2011,further amended by that certain Eighth Amendment to
Purchase and Sale Agreement dated As of December 16, 2011,further amended by that certain Ninth
Amendment to Purchase and Sale Agreement dated as of January; 9, 2012 further amended by that
certain'Tenth Amendment to PurchaseWand Sale Agreement dated as of January 25th,further amended by
that certain Eleventh Amendment to Purchase and Sale Agreement dated as of February 6�h, 2012,further
amended by that certain Twelfth Amendment to Purchase and Sale Agreement dated as of February 21't
2012, further amended by that certain Thirteenth Amendment to Purchase and Sale Agreement dated `as
of March 5`h,; 2012, further amended by that certain Fourteenth Amendment to Purchase and Sale
Agreement dated as of March 3dh, 2012, further amended by that certain Fifteenth Amendment to
Purchase and Sale Agreement dated as of May 2, 2012, further amended by that certain' Sixteenth
Amendment to Purchase and Sale Agreement dated as of May;15, 2012, further amended by that certain
Seventeenth Amendment to Purchase and Sale Agreement dated as of June 14, 2012 further amended
by that certain Eighteenth Amendment to Purchase and Sale.Aoreement dated as of July 31 2012, further
amended by that certain Nineteenth Amendment to Purchase and Sale Agreement dated as of July 17,
2012'further amended by that certain Twentieth Amendment to Purchase and Sale Agreement dated as
of August 1, 2012, further amended by that certain Twenty-first Amendment to Purchase and Sale
Agreement dated as of August 15, 2012, further Amended by that certain Twenty-second Amendment to
Purchase and Sale Agreement dated as of September 11, 2012, and. further amended by that certain
Twenty-third Amendment to Purchase and Sale Agreement dated as of and.
10, 2012(collectively, the
"Agreement"), pursuant to which Buyer agreed to purchase and -Seller agreed to sell certain real
property, subject to the provisions of the Agreement;
B. Previous Buyer Assigned the Agreement to Buyer pursuant to that certain Assignment
Agreement dated April 1, 2012.
C. Buyer and Seller now desire to; amend the Agreement as set forth below. Initially
capitalized terms used below have the same meanings as in the Agreement, except as modified or
amended in this Amendment.
Now, therefore, in consideration of good and valuable' consideration, the sufficiency of which is
hereby acknowledged, Buyer and Seller hereby agree as follows: "
1. Feasibility Deadline. Notwithstanding Section 9.1(r) of the Agreement to the contrary, or any
amendments thereto, the Feasibility Deadline shall mean December 19, 2012
2. Expected Closing Date, Notwithstanding Section 1.1 of the Agreement to the Contrary, or any
amendments thereto, the Expected Closing Date shall mean January21, 2013.
135130
Executed as of the Effective Date
BUYER:
SELLER:
BEL AIR TIC, LLC
i
CITY OF VERNON
By:
Name:
By:
Title:
Name:
G
Title:
ATTEST;
ATTEST:
135130