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Resolution No. 2011-130
RESOLUTION NO. 2011-130 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON*APPROVING AND AUTHORIZING THE EXECUTION OF A PURCHASE AND SALE AGREEMENT AND AUTHORIZING THE EXECUTION OF ESCROW INSTRUCTIONS FOR THE SALE OF REAL PROPERTY LOCATED AT 5555 DISTRICT BOULEVARD WHEREAS, the City of Vernon desires to sell certain real property in the City consisting of approximately 388,990.8 square feet (approximately 8.93 acres) of unimproved property, located at 5555 District Boulevard, commonly known as 5611 District Boulevard and 4855 E. 52nd Street, in the City of Vernon (the "Property") to CenterPoint Properties Trust ("CenterPoint") for approximately $8,000,000.00; and WHEREAS, the City has negotiated a Purchase and Sale Agreement and Escrow Instructions with CenterPoint, which the City has determined to be fair and reasonable; 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; and WHEREAS, by memo dated July 12, 2011, the City Administrator recommends 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 does hereby find and determine that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Purchase and Sale Agreement and Escrow Instructions with CenterPoint (the "Agreement"), in substantially the same form as the copy which is attached hereto as Exhibit A and authorizes the City Administrator, or his designee, to negotiate with CenterPoint modifications to the Agreement which in the opinion of the City Attorney will act to implement the City Council's intention. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for, and on behalf of, the City of Vernon as attached in Exhibit A, or alternatively, to execute a modified Agreement if the changes negotiated with CenterPoint are approved by the City Attorney, 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 instructs 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 directs the City Clerk, or the City Clerk's designee, to send the fully executed Agreement to CenterPoint Properties Trust. - 2 - SECTION 7: 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 19th day of July, 2011. Name: Hilario Gonzales AT T ST: Willard G. (!�a uclo, City Clerk Title: Mayor - 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. 2011-130, 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, July 19, 2011, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of July, 2011, at Vernon, California. (SEAL) 'llarm cWuCity Clerk 4 - EXHIBIT A PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made and entered into as of this _ day of July, 2011 ("Agreement") by and between CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust ("Purchaser") and THE CITY OF VERNON, CALIFORNIA ("Seller"). RECITALS A. Seller currently owns fee simple title and an easement with respect to certain real estate located in City of Vernon, California, legally described in Exhibit "A" attached hereto and made a part hereof ("Land"). B. Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser the Project (as hereinafter defined) in accordance with the terms and conditions hereinafter set forth. NOW, THEREFORE, inconsideration of the mutual covenants and conditions hereinafter set forth, and of Purchaser's agreement to use due diligence in its inspection and review during the Inspection Period (as hereinafter defined), the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereby agree as follows: 1. Agreement to Purchase. Subject to the terms and conditions of this Agreement and the above recitals which are by this reference incorporated herein, Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller all of Seller's right, title and interest, if any, in and to the following described property (collectively, "Project"): A. The Land and all rights, privileges, easements and appurtenances to the Land owned by Seller, including, without limitation, all mineral rights, easements, rights -of -way, gas and hydrocarbons, and other appurtenances used or connected with the beneficial use or enjoyment of the Land; and all right, title and interest of Seller in and to all streets, water courses or water bodies adjacent to, abutting or serving the Land. B. That certain building located upon the Land and identified with the common street address of 5555 District Blvd., Vernon, California, and all other improvements, structures, elevators, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, "Building") (the Land and Building are sometimes collectively, the "Real Property"). C. All equipment, apparatus, machinery, .cranes, appliances, furnishings, signs, site plans, surveys, soil and substrata studies, arc hitectural,renderings, plans and specifications, engineering plans and studies, floor plans and other plans or studies of any kind, leasing brochures, market studies, tenant data sheets 'and other supplies, fixtures and personal and tangible property owned by Seller and used or usable in connection with the operation and ownership of the Building or the Land ("Personal Property"). D. All intangible property now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to: (i) all guaranties and warranties, including guaranties and warranties pertaining to construction of the Building (collectively, "Warranties"); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building; (iii) all rights to obtain utility service in connection with the Building and the Land; (iv) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof WESn223653087.7 (collectively, "Permits"); (v) all contracts and contract rights identified on Exhibit "B" attached hereto and made a part hereof (collectively, "Project Contracts"), which are Assumed Contracts (as hereinafter defined); and (vi) all trade marks and trade names (all of the foregoing are collectively, "Intangible Property"). E. All of Seller's right, title and interest as landlord under any leases, possessory licenses and concession agreements ("Leases"), a schedule identifying same and listing the relevant terms of all of which are listed on Exhibit "C" attached hereto and incorporated herein by reference, together with any guarantees thereof and security deposits thereunder, including without limitation that certain Ground Lease dated as of October 28, 2005 (the "Ground Lease") by and between the Redevelopment Agency of the City of Vernon and Matheson Tri-Gas, Inc., a Delaware corporation ("Tenant'). 2. Purchase Price. Subject to prorations and credits hereinafter provided, the Purchase Price ("Purchase Price") for the Project shall be Eight Million and No/100 Dollars ($8,000,000.00), which shall be payable and allocated as follows: A. Earnest Money. Purchaser shall deliver to the Los Angeles office of Chicago Title and Trust Company ("Escrowee"), located at 700 South Flower Street, Suite 800, Los Angeles, California 90017, the sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) as earnest money ("Initial Deposit") within five (5) days after the full execution and delivery of this Agreement. In addition, in the event that Purchaser does not elect to terminate this Agreement pursuant to Section 7A or 9B herein, then Purchaser shall deliver to Escrowee the sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) as additional earnest money ("Additional Deposit") within five (5) days after the expiration of the Inspection Period (as herein defined) (said Initial Deposit and Additional Deposit, including any and all interest accrued thereon, is collectively, the "Earnest Money"). The Earnest Money shall be held in a joint order escrow to be entered into between Seller and Purchaser with Escrowee in the form of Exhibit "D" attached hereto and made a part hereof, and shall be invested for Purchaser's benefit and all income earned thereon shall be paid to Purchaser. The Earnest Money shall be applied toward the Purchase Price at Closing (as hereinafter defined). B. Balance. At least one (1) business day prior to the Closing Date (as hereinafter defined), Purchaser shall deposit with Escrowee the balance of the Purchase Price in cash, or by certified or cashier's check or Federal wire transfer, together with such additional funds for Purchaser's share of closing costs and prorations as may be required pursuant to this Agreement. 3. Closing. Subject to the terms and conditions contained in this Agreement, the consummation of the transaction that is herein contemplated ("Closing") shall take place on the date ("Closing Date") fifteen (15) days after the expiration of the Inspection Period or such other date as mutually agreed between Seller and Purchaser. The transaction herein contemplated shall be closed through an escrow with Chicago Title Insurance Company ("Title Company") in Los Angeles, California, 700 South Flower Street, Suite 800, Los Angeles, California 90017, on the Closing Date, in accordance with the general provisions of the usual form of escrow agreement then in use by Title Company, with such special provisions inserted in the escrow agreement as may be required to conform with this Agreement, provided that in all cases such escrow agreement is consistent with the terms and conditions herein ("Escrow"). Upon the creation of the Escrow, anything herein to the contrary notwithstanding, payment of the Purchase Price and delivery of the Deed (as hereinafter defined) and other documents to be delivered pursuant to Section 6 below, shall be made through the Escrow. If the Closing has not occurred on or before the Closing Date, and provided that the same is not the result of a default by Seller or Purchaser, then either Seller or Purchaser may, by notice to the other, terminate this Agreement, in which case this Agreement and the obligations set forth herein shall thereafter be without 2 WESIn223653087.7 further force and effect (other than such obligations which are stated to survive) and any and all funds deposited by any party hereto shall be returned to the party otherwise entitled to the same pursuant hereto. 4. Documents to be Delivered by Seller Immediately. Seller hereby certifies to Purchaser that Seller shall make available electronically or at Seller's offices to Purchaser all of the following pertaining to the Project to the extent in Seller's possession (collectively, the "Property Information"): A. The certificates of occupancy for the Project; B. An ALTA survey dated January 2005 prepared by Mollen Hauer Group; C. A true, correct and complete copy of "as -built" plans and specifications for the Building that Seller obtained when it purchased the Project, and any modifications or amendments thereto, if any; D. True, correct, and complete copies of any reports or studies (including engineering, soil boring and physical inspection reports in respect of the physical condition or operation of the Project or recommended improvements thereto that Seller obtained when it purchased the Project, if any; E. A copy of the bill or bills issued for the three (3) most recent years for which bills have been issued for all real estate taxes and personal property taxes and a copy of any and all notices pertaining to real estate taxes or assessments applicable to the Project. In the event that any taxes or assessments for said years have been appealed, Seller shall provide Purchaser with copies of all petitions for appeal and evidence of full payment of the cost of any such appeals including the full payment of attorneys' fees. F. True and correct copies of all insurance policies (or certificates thereof) carried by Seller with respect to the Project. together with copies of all claims and settlements on insurance policies within the past three (3) years. G. Copies of all Project Contracts, if any, or if no such Project Contracts exist, Seller's written certification thereof. H. A schedule listing all Personal Property, if any, to be conveyed to Purchaser at Closing. I. True, correct and complete copies of the Leases, including the Ground Lease. J. Income and expense statements (the "Financial Statements") for the Project for the years 2009 and 2010. K. A listing of all items of Personal Property and Intangible Property, if any, which are now located on the Land or Building or used in connection with the operation of the Project which will not be transferred or conveyed to Purchaser (said items are the "Excluded Property"). L. Copies of all guaranties, warranties and other documents or instruments evidencing or relating to the Building, Personal Property and the Intangible Property issued for the benefit of Seller, if any. VVE M223653087.7 M. Copies of all contracts for construction, repair or capital replacement by Seller to be performed at the Project or covering such work performed during the two (2) years immediately preceding the date hereof, if any. N. List of lawsuits, if any, pertaining to Seller relating to the Project, or if there are none, a written certification from Seller to that effect. 0. List of all employees of Seller, if any, exclusively engaged in the operation and maintenance of the Project, or if there are none, a written certification from Seller to that effect. P. A Property disclosure report ("Disclosure Report") containing the natural hazard disclosures, if any, which may be required to be made by Seller under California Public Resources Code Section 2621.9(a) (Earthquake Fault Zone), California Public Resources Code Section 2694(a) (Seismic Hazard Zone), California Government Code Section 8589.3(a) (Special Flood Hazard Area), Public Resources Code §4291, Government Code §51178 et seq. §51183.5 (Fire Hazard), California Health and Safety Code §19211 (Water Heaters), Health and Safety Code §26140, et seq. (Mold) or Federal law, i.e. 42 U.S.C. §5154a or California Govemment Code Section 8589.4(a) (Area of Potential Flooding). Buyer acknowledges that Seller will employ the services of Disclosure Source ("Natural Hazard Expert") to examine the maps and other information specifically made available to the public by government agencies and to report the results of its examination to Purchaser in writing in the Disclosure Report. The written report prepared by the Natural Hazard Expert regarding the results of its examination fully and completely discharges Seller from its disclosure obligations, if any, with respect. to the laws referenced above and any other laws covering matters addressed by the Disclosure Report, and, for the purposes of this Agreement, the provisions of California Civil Code Section 1103.4 regarding the non -liability of Seller for errors and/or omissions not within its personal knowledge shall be deemed to apply, and the Natural Hazard Expert shall be deemed to be an expert dealing with matters within the scope of its expertise with respect to the examination and written report regarding the natural hazards referred to above. Q. If (1) the improvements on the Land were constructed prior to 1975, and (2) said improvements include structures with (i) pre -cast (e.g. tilt -up) concrete or reinforced masonry walls together with wood frame floors or roofs or (ii) unreinforced masonry walls, a copy of The Commercial Property Owner's Guide to Earthquake Safety ("Booklet") published by the California Seismic Safety Commission. Notwithstanding anything to the contrary contained herein, Purchaser shall not have a right to review or inspect, and Seller is not obligated to provide to or make available to Purchaser, any memoranda, correspondence, analyses, documents or reports that Seller reasonably deems is (a) confidential, (b) proprietary, (c) covered by the attorney -client privilege or (d) subject to restrictions on disclosure by contract or applicable law (collectively, "Seller's Confidential Materials"). Without limitation thereto, Seller's Confidential Materials shall include any information delivered to the Seller by any tenant or occupant of the Project which information was delivered to Seller in Seller's governmental capacity and not in Seller's capacity solely as a landlord or owner of the Property (such as but not limited to proprietary plans and specifications for any equipment used at the Property which was submitted to Seller for purposes of the issuance by Seller of any operating or building permits). wESM23653087.7 Title and Survey. A. Conditions of Title. Good and marketable fee simple title to the Real Property including the Easement shall be conveyed by Seller to Purchaser or its nominee by a grant deed ("Deed"), subject only to the Permitted Exceptions (as hereinafter defined). B. Title. (i) Title Insurance Commitment. No later than ten (10) days after the date hereof, Seller shall deliver to Purchaser (a) a preliminary title report (the "Commitment") for an Owner's Policy of Title Insurance issued by Title Company showing title to the Property in Seller, and (b) legible copies of all documents cited, raised as exceptions or noted in the Commitment (the "Title Documents"). (ii) Title Approval. Purchaser shall have a period of five (5) business days from the later of (a) receipt of the Survey (as hereinafter defined), (b) the Commitment, (c) the Title Documents, and (d) the commencement of the Inspection Period ("Title Review Period") in which to review the Commitment, the Survey and the Title Documents and deliver to Seller, at Purchaser's election, in writing, such objections as Purchaser may have to any matters contained in the Commitment, Title Documents or Survey ("Purchaser's Objection Notice"; any of said objections listed on Purchaser's Objection Notice are deemed the "Objectionable Exceptions"). If Seller has not received such written notice from Purchaser by the end of the Title Review Period, Purchaser shall be deemed to have unconditionally approved the condition of title to the Property, the Commitment, the Title. Documents and the Survey, except that prior to the Closing Date, Seller shall be required to remove or endorse over any liens secured by deeds of trust securing loans made to Seller (herein "Monetary Liens"). Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Purchaser's Objection Notice, then Seller shall deliver, no later than two (2) days prior to the end of the Inspection Period, written notice to Purchaser identifying which disapproved items (other than Monetary Liens) Seller shall undertake to cure or not cure ("Seller's Response"). If Seller does not deliver a Seller's Response prior to such date, Seller shall be deemed to have elected to not remove or otherwise cure any of the Objectionable Exceptions. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an Objectionable Exception, Purchaser shall have until the expiration of the Inspection Period to terminate this Agreement. If Purchaser does not so terminate prior to the expiration of the Inspection Period, Purchaser shall be deemed to have approved the Objectionable Exceptions (other than Monetary Liens) and proceed with the transaction, in which case all exceptions to title listed on Schedule B of the Commitment as of the expiration of the Inspection Period and all matters contained in the Survey shall conclusively be deemed to constitute Permitted Exceptions. The parties agree to amend this Agreement promptly after the expiration of the Inspection Period to attach to this Agreement, as Exhibit ` E", the Permitted Exceptions determined pursuant to this Section B ii (iii) Subsequent Title Exceptions. If an exception to title or other title defect other than a Permitted Exception is added to the Commitment subsequent to the date hereof; but prior to the Closing Date ("New Exceptions"), then, Purchaser may deliver a subsequent Purchaser's Objection Notice with respect thereto and the process above shall be repeated, except that the deadline for which Seller's Response shall be due WESM23653087.7 is three (3) business days after receipt of the new Purchaser's Objection Notice, and the deadline for Purchaser's response to Seller's Response shall be three (3) business days after Seller's Response. C. Title Policy.' It shall be a condition to the Closing that Title Company issue to Purchaser an ALTA 2006 Owner's Policy of Title Insurance ("Title Policy") or irrevocable commitment to issue same covering the Project in the amount of the Purchase Price, showing fee simple title vested in Purchaser, with extended coverage over all general exceptions and containing the following endorsements: (i) an ALTA 3.1 zoning endorsement with parking, (ii) an access endorsement, (iii) a subdivision endorsement, (iv) a utility facility endorsement, (v) a restrictions endorsement insuring over the recorded covenants, conditions or restrictions of record, (vi) an endorsement insuring that the real estate tax bills relating to the Real Property do not include real estate taxes pertaining to any other real estate, (vii) a contiguity endorsement, if applicable, (viii) encroachment endorsements, if applicable, and (ix) a survey endorsement subject only to (a) general taxes not yet due or payable, (b) any matters listed on. Exhibit "E" attached (or to be attached) hereto and incorporated herein, (c) rights of tenant(s) under the Lease(s), (d) matters created by, through or under Purchaser and (e) the standard printed exceptions (collectively, "Permitted Exceptions"). D. Surva. Purchaser may, at its sole cost and expense, obtain a survey dated subsequent to the date hereof, prepared by a land surveyor licensed in California and certified to have been prepared in accordance with the most recent ALTA Land Survey Standards for urban properties (and containing those Table A items as requested by Purchaser) for the benefit of Purchaser and Title Company ("Survey"). Documents to be Delivered by Seller at Closing. A. Seller's Closing Documents. Seller shall deliver to Escrowee, pursuant to the Escrow, one (1) business day prior to the Closing Date, the following documents, all of which shall be subject to Purchaser's prior review and approval as to form, scope and substance, the delivery of all of which shall be a specific condition to Closing: (i) The Deed; (ii) A bill of sale executed by Seller in the form of Exhibit "F" attached hereto and made a part hereof; (iii) An original executed assignment of (i) the Leases and (ii) all Project Contracts which Purchaser elects, by written notice to Seller given prior to the Closing Date to assume ("Assumed Contracts"), in the form of Exhibit "G" attached hereto and made a part hereof ("Assignment of Leases and Contracts"); (iv) A non -foreign certificate in accordance with the provisions of Section 19 hereof, (v) To the extent in Seller's possession, all of the insurance certificates as required under to be delivered by the tenant(s) under the Lease(s); (vi) A certificate from Seller stating that the representations and warranties set forth in Section 8 are true and correct in all material respects as of the date of Closing in the form of Exhibit "H" attached hereto and made a part hereof, 6 WES[\223653087.7 (vii) An original executed assignment of the Intangible Property (other than the Assumed Contracts) in the form of Exhibit "I" attached hereto and. made a part hereof ("Assignment of Intangible Property"); (viii) A certificate of Seller certifying to Purchaser (a) all keys, (b) an original copy of the Leases, (c) original copies of the Assumed Contracts, and (d) copies of all Intangible Property were delivered to Purchaser as of the Closing Date, in the form of Exhibit "J" attached hereto and made a part hereof; (ix) An ALTA statement or California equivalent; (x) A personal "GAP" undertaking of Seller (if necessary); (xi) Attornment letters executed by Seller addressed to each tenant under the Leases in the form of Exhibit "K" attached hereto and made a part hereof; (xii) Such proof of Seller's authority and authorization to enter into this Agreement and perform Seller's obligations under this Agreement as may be reasonably required by Title Company; and (xiii) Such other documents as Purchaser may reasonably request to enable Purchaser to consummate the transaction contemplated by this Agreement; provided none of said additional documents imposes any cost or obligation upon Seller not otherwise specifically imposed upon Seller pursuant to the terms of this Agreement. B. Purchaser's Closing Document s. Purchaser shall deliver to Escrowee pursuant to the Escrow, one (1) business day prior to the Closing Date, the following monies and documents, the delivery of all of which shall constitute a specific condition to Closing. (i) The balance of the Purchase Price, plus or minus prorations, plus Purchaser's share of Closing costs pursuant to the terms of this Agreement; (ii) An original executed counterpart of the Assignment of Leases and Contracts; (iii) An original executed counterpart of the Assignment of Intangible Property; (iv) Proof of Purchaser's authority and authorization to enter into this Agreement and perform Purchaser's obligations under this Agreement as may be reasonably required by Title Company; and (v) Such other documents as Seller may reasonably request to enable Seller to consummate the transaction contemplated by this Agreement, provided none of said additional documents impose any cost or obligation upon Purchaser not otherwise specifically imposed upon Purchaser pursuant to the terms of this Agreement. C. Joint Closing Documents. Escrowee, pursuant to the Escrow, and th e 7 wEST1223653087.7 (i) Three (3) copies of the Closing Statement, prepared in strict accordance with Section 10 hereof; (ii) A statement of documentary transfer tax due, together with a request that the tax declaration not be made a part of the permanent record; and (iii) A joint direction to Escrowee to deposit the Earnest Money into the Escrow. 7. Inspection Period. A. Subject to the rights of the tenants, and with the prior consent of and coordination with Seller (not to be unreasonably withheld, conditioned or delayed), at all times prior to Closing, including times following the "Inspection Period" (as defined below), Purchaser, its agents and representatives shall be entitled to conduct an inspection (herein referred to as "Basic Project Inspection"), which will include, but shall not be limited to, the rights to: (i) during normal business hours on any business day, enter upon the Real Property upon at least three (3) business days advance notice, to perform inspections and tests of the Project, including, but not limited to, inspection, evaluation and testing of the heating, ventilation and air-conditioning systems and all components thereof, the roof of the Building, the parking lots, all structural and mechanical systems within the Building, including, but not limited to, sprinkler systems, power lines and panels, air lines and compressors, automatic doors, tanks, pumps and plumbing, and all equipment, vehicles, and Personal Property; (ii) examine and copy any and all books, records, tax returns, correspondence, financial data, leases, and all other contracts, agreements, documents and matters, public or private, in the possession or control of Seller or its agents, relating to receipts and expenditures pertaining to the Project for the entire period of Seller's ownership thereof, including the three (3) most recent full calendar years and the current calendar year; (iii) make investigations with regard to zoning, environmental, building, code and other legal requirements including, but not limited to, an environmental "Assessment" as specified in Section 7B below including (but not limited to) an analysis of the presence of any asbestos, chlordane, formaldehyde or other Hazardous Material (as hereinafter defined) in, under or upon the Project; (iv) make or obtain market studies and real estate tax analyses; (v) interview any tenant at the Project with respect to its current and prospective occupancy at the Project; and (vi) analyze the financial feasibility of ownership of the Project. If Purchaser, in its sole and absolute discretion, elects to terminate this Agreement for any reason whatsoever, or for no reason, then Purchaser may terminate this Agreement by written notice to Seller, given not later than the last day of the Inspection Period. Upon such termination, the Initial Deposit, together with all interest thereon, shall be returned immediately to Purchaser and neither party shall have any further liability to the other hereunder. As used herein, "Inspection Period" shall mean the period from and after the date Purchaser receives the City Council Decision Notice (as defined in Section 9B hereof), notifying Purchaser that the City Council of Vernon, California has approved this Agreement and the transaction contemplated herein, through and including the thirtieth (30th) day thereafter. The parties hereto acknowledge that Purchaser will expend material sums of money in reliance on Seller's obligations under this Agreement, in connection with negotiating and executing this Agreement, furnishing the Earnest Money, conducting the inspections contemplated by this Section 7 and preparing for Closing, and that Purchaser would not have entered into this Agreement without the availability of an Inspection Period. The parties therefore agree that adequate consideration exists to support Seller's obligations hereunder, even before expiration of the Inspection Period. Notwithstanding anything to the contrary contained herein, the effect of any representations, warranties or undertakings made by Seller in this wESM23653087.7 Agreement shall not be diminished, abrogated, or compromised by the Basic Project Inspection or any Assessment or other inspections, tests or investigations made by Purchaser. B. Subject to the rights of the tenant(s), and with the prior consent of and coordination with Seller (not to be unreasonably withheld, conditioned or delayed), during the Inspection Period, Purchaser or Purchaser's agent(s) shall have the right to employ one or more environmental consultants or other professional(s) to perform or complete a so-called "Phase I" and/or "Phase 11" environmental inspection and assessment (herein referred to as the "Assessment") of the Project. Purchaser and its consultants shall also have the right to undertake or complete a technical review of all documentation, reports, plans, studies and information in possession or control of Seller, or its past or present environmental consultants, concerning or in any way related to the environmental condition of the Project, excluding Seller's Confidential Materials. In order to facilitate the Assessment and technical review, Seller shall reasonably cooperate (but without third party expense to Seller) with Purchaser and its environmental consultants, including, without limitation, providing access to all files (excluding Seller's Confidential Information) and fully and completely answering all questions (excluding information that Seller is aware of relating to or derived from Seller's Confidential Information). The Assessment shall evaluate the present and past uses of the Project, and the presence on, in or under the Land (and on, in or under land sufficiently proximate to the Project) of any Hazardous Materials. C. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections (including, but not limited to, the Assessment), performed at the Project pursuant to this Section 7 to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenants. In the event that, as a result of Purchaser's exercise of its rights under Section 7A and 713, any damage occurs to the Project, then Purchaser shall promptly repair such damage, at Purchaser's sole cost and expense, so as to return the Project to substantially the same condition. Purchaser hereby indemnifies, protects, defends and holds Seller harmless from and against any and all losses, damages, causes of action, judgments, damages, costs and expenses that Seller actually suffers or incurs as a direct result of any damage caused at, to, in, or at the Project during the course of, or as a result of, any or all of the studies, investigations and inspections (including, but not limited to, the Assessment), that Purchaser elects to perform (or cause to be performed) pursuant to this Section 7. 8. Representations and Warranties of Seller. A. Seller's Representations and Warranties. Subject to disclosures set forth on Schedule 8, in order to induce Purchaser to enter into this Agreement, Seller hereby represents and warrants to Purchaser as follows, and all of the foregoing and as a condition to the Closing, the following representations and. warranties shall be true and correct as of the Closing Date (and the truth and accuracy of which shall constitute a condition to the disbursement of the Purchase Price in accordance with the terms of the Escrow and this Agreement): (i) To Seller's knowledge, Seller is not a party to any contract, agreement or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights or otherwise dispose of any portion or portions of the Project. To Seller's knowledge, neither Seller nor any person or entity claiming by, through or under Seller has or will have, at any time or times prior to the Closing, done or suffered anything whereby any lien, encumbrance, claim or right of others has been or will be created on or against the Project or any part thereof or interest therein, except for the Permitted Exceptions. 9 wEST1223653087.7 (ii) To Seller's knowledge, as of Closing, except as created by this Agreement, there will be no obligations or liabilities of any kind or nature whatsoever, actual or contingent, including, but not limited to, any tax liabilities, contract liabilities or tort liabilities for which or to which Purchaser or the Project will be liable or subject, except for non -delinquent obligations and liabilities accrued and thereafter accruing under the Permitted Exceptions. (iii) Subject to Section 9B, this Agreement has been duly authorized and executed on behalf of Seller and constitutes a valid and binding agreement, enforceable in accordance with its terms. Subject to Section 9B, Seller has obtained or will obtain prior to Closing all consents, releases and permissions and given all required notifications, related to the transactions herein contemplated and required under any covenant, agreement, encumbrance, law or regulation to which Seller is a party or by which Seller is bound. (iv) To Seller's knowledge, the facilities servicing the Project are in compliance with all governmental rules and regulations. (v) To Seller's knowledge, (a) all building permits, certificates of occupancy, business licenses and, without limitation, all other notices, licenses, permits, certificates and authority, required in connection with the construction, use or occupancy of the Project by Seller have been obtained and are in effect and in good standing; and (b) the leasing, operation and use of the Project by Seller is in compliance, in all material respects, with such notices, licenses, permits, certificates and authority. (vi) To Seller's knowledge, there are no unsatisfied requests for repairs, restorations or improvements by Seller from any person, entity or authority, including, but not limited to, Tenant, any lender, insurance carrier or government authority. Seller has no actual knowledge of, or notice of, any claims of any governmental agency to the effect that the construction, operation or use of any of the Project by Seller is in violation of any applicable law, ordinance, rule, regulation or order or that any such claim or any investigation with respect thereto is under consideration. (vii) True and complete copies of all Project Contracts have been delivered to Purchaser. Seller is not aware that any of the Project Contracts or Permitted Exceptions violates any applicable state, federal or local law, rule or regulation. (viii) Seller is not or will not at the Closing be in default in respect of any of its obligations or liabilities pertaining to the Project (including, but not limited to, such obligations and liabilities under the Permitted Exceptions, Project Contracts or Leases), or to its knowledge, by any other party thereto, and without limitation, to the knowledge of Seller, no event has occurred which, with the giving of notice or passage of time, or both, would give rise to any such default under any of the same. (ix) There is no litigation pending or to the knowledge of Seller, threatened, against Seller with respect to the Project, including, without limitation, proceedings for or involving collections, condemnation, eminent domain, alleged building code or environmental or zoning violations, or personal injuries or property damage alleged to have occurred on the Project of by reason of the condition; use of; or operations on, the Project. 10 WFSI1223653087.7 (x) To Seller's knowledge, the information with respect to the Project supplied to Purchaser in connection with and as an inducement to entering into this Agreement and the Financial Statements, if any, as of their respective dates do not and did not contain any untrue statement of a material fact or omit to state a fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect, and, subsequent to the date of such information and Financial Statements (except as described in or contemplated by such information of Financial Statements). (xi) To Seller's knowledge, Seller has received no notice from any municipal, state, federal or other governmental authority of zoning, building, fire, water, use, health, environmental or other statute, ordinance, code or regulatory violations issued in respect of the Project which have not been heretofore corrected. (xii) To Seller's knowledge, Seller has not received any notice from any insurance carrier of, nor is aware of, defects or inadequacies in the Project which if not corrected would result in termination of insurance coverage maintained by Seller, increase its cost or otherwise affect the insurability of the Project (for coverages maintained by Seller). (xiii) Seller has famished Purchaser with true and complete copies of all Leases and other agreements, including all guaranties thereof and amendments thereto and modifications thereof, in each case to which, it is a party affecting the Project. Except as otherwise set forth in the Schedule of Leases attached hereto as Exhibit "C": (a) the Leases are in effect and the term of the same and the obligation to pay rent thereunder has commenced and each tenant thereunder is in possession thereof and all tenant improvements required under the provisions thereof to be constructed by the landlord are completed; (b) no tenant under the Leases has prepaid any rent or other charges; (c) the Leases are free from default material by the landlord; (d) to the knowledge of Seller, no tenant is in material default under any of the Leases and no circumstance exists which with notice or the passage of time or both, would give rise to such a default; (e) no tenant is entitled to any rebate, rental concession, free rent period or set off under any of the Leases and to Seller's knowledge, no tenant is making any claim against Seller or the Project under any of the Leases; (f) all brokerage commissions with respect to the Leases have been paid in full and there are no commissions payable with respect to renewals or extensions of the Leases; (g) neither Seller nor any agent of Seller has executed any exclusive brokerage agencies in relation to the Property (other than any brokerage agreement relating to the sale of the Project as contemplated herein, which is addressed in Section 16 below); (h) there are no unsatisfied obligations wherein rent and other obligations of the tenant in other buildings assumed by the landlord or obligations imposed upon the landlord to take back, sublease or relet the tenant's space or any portion thereof in the Project; (i) neither Seller nor any related party of Seller nor any person having a relationship to Seller described in IRC Section 267(b) is a tenant or has an ownership interest, either direct or indirect, in a tenant under any of the Leases; 0) no security deposit has been applied toward the payment of any rent or other charge under any of the Leases; and (k) none of the Leases contains any option to purchase the Project or grants the tenant any right of refusal or option to purchase the Project. B. Seller's Knowledge. Whenever phrases such as "to Seller's knowledge" or "Seller has no knowledge" or similar phrases are used in the foregoing representations and warranties, they will be deemed to refer exclusively to matters within the current actual (as opposed to constructive) knowledge of Mark Whitworth and/or Kevin Wilson (each a "Seller's 11 WESn223653087.7 Representative"). No duty of inquiry or investigation on the part of Seller or Seller's Representative will be required or implied by the making of any representation or warranty which is so limited to matters within Seller's actual knowledge, and in no event shall Seller's Representative have any personal liability therefor. C. Survival. All of the foregoing representations and warranties of Seller will survive Closing for a period of twelve (12) months after the Closing Date. No claim for a breach of any representation or warranty of Seller will be actionable or payable if (i) Purchaser does not notify Seller in writing of such breach and commence a "legal action" thereon within said twelve (12) months, or (ii) the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing. D. Purchaser's Representations and Warranties. In addition to any express agreements of Purchaser contained herein, Purchaser represents and warrants that Purchaser is duly formed, validly existing and in good standing under the laws of the state of its formation. Purchaser has full power and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. All requisite action has been taken by Purchaser in connection with the entering into this Agreement and the instruments referenced herein, and the consummation of the transactions contemplated hereby. The individuals executing this Agreement and the instruments referenced herein on behalf of Purchaser have the legal power, right and actual authority to bind Purchaser to the terms and conditions hereof and thereof. Conditions Precedent to Closing. A. In addition to any conditions provided in other provisions of this Agreement, Purchaser's obligation to purchase the Project is and shall be conditioned on the following: (i) The due performance by Seller of each and every covenant, undertaking and agreement to be performed by it hereunder and the truth in all material respects of each representation and warranty made in this Agreement by Seller at the time as of which the same is made and as of the Closing as if made on and as of the Closing. (ii) That at no time prior to the Closing shall any of the following have been done by or against or with respect to Seller and/or Tenant: (a) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any property interest; or (c) an assignment for the benefit of creditors. (iii) The existence of any Unpermitted Exception or of any violation of law, ordinance, order or requirement relating to the Project which is imposed by any governmental authority relating to the Project which is not remedied by Seller. (iv) That between the date of the execution of this Agreement and the Closing, Seller shall: (a) not cancel or permit cancellation of any hazard or liability insurance carried with respect to the Project or its operation;.and (b) operate and maintain the Project in substantially the same manner as the Project has been theretofore operated and maintained by Seller. (v) The Title Company shall be committed to issue the Title Policy subject only to Permitted Exceptions. 12 wESM23653087.7 (vi) The physical condition of the Project shall be substantially the same on the Closing Date as on the date hereof, reasonable wear and tear excepted. (vii) Receipt of an estoppel certificate from each tenant under the Leases in the form of Exhibit "L" attached hereto and made a part hereof and otherwise containing the information contained in Exhibit "C" hereto. B. This Agreement, and any amendments hereto, are subject to the review and approval of the City Council of the City of Vernon. The next City Council meeting during which this Agreement is anticipated to be considered is July 19, 2011. Seller shall promptly notify Purchaser in writing of any decision made by the City Council of Vernon regarding this Agreement (including, without limitation, any decision approving, disapproving or postponing consideration of this Agreement), at the July 19, 2011 City Council meeting or any subsequent City Council meeting, if applicable (each, a "City Council Decision Notice"). If this Agreement is not submitted for City Council consideration on such date, or the City Council postpones consideration of this Agreement to a later date, Seller or Purchaser may by written notice to the other within five (5) business days of Purchaser's receipt of the City Council Decision Notice, terminate this Agreement, in which event this Agreement shall be of no further force and effect, except for such matters that are stated to expressly survive herein, and the Earnest Money shall be returned to Purchaser by Escrowee (upon unilateral instruction by the Purchaser). If either party fails to send any such notice to the other party prior to the expiration of said five day period, then it shall be deemed to have elected to continue this Agreement in full force and effect, in which case the Seller shall then cause the Agreement to be considered at the next City Council meeting. If the City Council declines to approve this Agreement on July 19, 2011, or any subsequent meeting date, or if consideration by City Council was earlier postponed and this Agreement is not submitted for City Council consideration by August 31, 2011, then this Agreement shall be of no further force and effect from and after the date of Purchaser's receipt of the City Council Decision Notice notifying Purchaser of such disapproval or August 31, 2011, as the case may be, except for such matters that are stated to expressly survive herein, and the Earnest Money shall be returned to Purchaser by Escrowee (upon unilateral instruction by the Purchaser). C. Either party may at any time or times, at its election, waive any of the conditions to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such party. No such waiver shall reduce the rights or remedies of a party by reason of any breach by the other party (but if a condition is waived, the party waiving the same may not rescind this Agreement on the basis of the failure of such waived condition). In the event that for any reason any item required to be delivered to a party by the other party hereunder shall not be delivered when required, then such other party shall nevertheless remain obligated to deliver the same to the first party, and nothing (including, but not limited to, the closing of the transaction hereunder) shall be deemed a waiver by the first party of any such requirement. The failure of any of the aforesaid conditions shall entitle Purchaser, at its option, to cancel and terminate this Agreement without liability and upon such termination this Agreement shall be null and void. 10. Covenants of Seller. Effective as of the execution of this Agreement and prior to the Closing, Seller hereby covenants with Purchaser as follows: A. New Leases. Seller shall neither amend any Lease in any material respect nor execute any new lease, license, or other agreement affecting the ownership or operation of the Project or for personal property, equipment, or vehicles, without Purchaser's prior written approval. 13 WESM23653087.7 B. New Contracts. Seller shall not enter into any contract with respect to the ownership and operation of the Project that will survive the Closing, or that would otherwise affect the use, operation or enjoyment of the Project, without Purchaser's prior written consent, except for service contracts entered into in the ordinary course of business which are terminable without penalty on not more than thirty (30) days' notice. C. Operation of the Project. Seller shall operate and manage the Project in substantially the 'same manner that it operates the Property currently; and shall perform, when due, all of Seller's obligations under the Leases, Project Contracts and other agreements relating to the Project. None of the Personal Property or fixtures shall be removed from the Project by Seller, unless replaced by personal property or fixtures of equal or greater utility or value. D. Change In. Conditions. Seller shall promptly notify Purchaser of any change in any condition with respect to the Project or of the occurrence of any event or circumstance that makes any representation or warranty, of Seller to Purchaser under this Agreement untrue or misleading, or any covenant of Purchaser under this Agreement incapable or less likely of being performed, it being understood that Seller's obligation to provide such notice to Purchaser shall in no way relieve Seller of any liability for a breach by Seller of any of its representations, warranties or covenants under this Agreement. All covenants made in this Agreement by Seller with respect to obligations accruing or prohibited prior to the Closing shall survive the Closing and shall not be merged into any instrument of conveyance delivered at Closing. 11. Adiustments. A. General. Proration of rentals, revenues and other income, if any, from the Project and taxes, assessments, and other expenses, if any, affecting the Project shall be prorated as of 11:59 p.m. on the day prior to the Closing Date ("Proration Date"). It is agreed that the Closing Date shall be an income and expense date for Purchaser. There shall be no proration of any insurance premiums with respect to the Project, nor any assumption of insurance coverage by Purchaser (except as provided in Section 13). B. Rentals. The term "rentals", as used herein, includes fixed monthly rentals, additional rentals, escalation rentals, operating cost pass-throughs and other sums and charges payable by tenant(s) under the Lease(s). Purchaser shall receive all rentals accruing on and after the Closing Date and Seller shall receive all rentals accruing prior to the closing Date. C. Taxes. If and to the extent not paid by the tenant(s), Seller shall pay all taxes and assessments on the Property, for tax years 2010 and for the period in 20,11 prior to the Closing Date (to extent due and payable), on or before delinquent when due but in any event prior to the Closing Date, including, without limitation, all special assessments. Unpaid taxes and assessments on the Property for tax year 2011 shall be prorated on an accrual basis as of the Closing Date based upon the most recent ascertainable assessed valuation, tax multiples and tax rate, but reproration thereof shall be made between Purchaser and Seller at such time as the actual amount of taxes for tax year 2011 shall become known, in order that actual real estate taxes for the periods before and after the Closing Date may be equitably prorated as of the Closing Date and paid between the parties when known. Seller shall be liable for any back tax bill which may be imposed by taxing authorities related to the period prior to the Closing Date, which obligation of Seller shall survive Closing if and to the extent not paid by the tenant(s). 14 WEST223653087.7 D. Prepaid Rentals. Prepaid rentals, including tenants' payments to Seller for tenant's share of real property ,taxes and assessments, insurance premiums, common area maintenance and operation and utilities received by Seller which are unexpended as of the Closing Date shall be credited to Purchaser as of the Closing Date. Purchaser shall be credited and Seller shall be debited with any amount equal to all rent abatements and concessions for periods on and after the Closing Date pursuant to any of Leases executed prior to the Closing Date. E. Delinquent Rentals. For purposes of this Agreement, any rentals (whether base rent or "pass-throughs") shall be deemed delinquent when payment thereof is due prior to the month in which the Closing Date occurs, but has not been made as of the Proration Date ("Delinquent Rentals"). Delinquent Rentals shall not be prorated until collected pursuant to this Section I IE. To the extent either Seller or Purchaser collects any Delinquent Rentals after the Closing Date, such Delinquent Rentals shall be first applied to any accrued but unpaid rental obligations of the tenants at the Project for the period after the Closing Date and the balance, if any, shall be paid to Seller and credited against any Delinquent Rentals relating to the period prior to the Closing Date (collectively, "Seller's Rentals"); provided, however, notwithstanding any of the foregoing, to the extent any rentals due for the calendar month in which Closing occurs are received by Seller or Purchaser after the Closing Date but prior to the first (1st) day of the calendar month following the calendar month in which Closing occurs, the parties hereby agree the party who received said rentals shall prorate the same and remit to the other party, within one (1) business day thereafter, said party's prorated portion. Seller shall have the right to pursue and take any action against any tenants owing Delinquent Rentals relating to the period prior to the Closing Date; provided, however, Seller agrees to take no action which would cause a termination of said tenant's Lease or affect said tenants right to quiet possession of its premises and Purchaser agrees to cooperate with Seller, at no cost to Purchaser, in Seller's attempt to collect any of Seller's Rentals. F. Tenant Contributions. At the conclusion of each common area fiscal year relating to periods for which Seller owned the Property for all or a portion of such fiscal year, Seller's applicable share of common area maintenance charges, taxes and similar expense reimbursements pursuant to the Leases shall be determined by multiplying the payments due from or owed to tenants after reconciliation of estimated payments by a fraction, the numerator of which is the number of calendar days during said fiscal year in which Seller owned the Property and the denominator of which is the total number of calendar days in such fiscal year (in either case, "Seller's Share"). Purchaser shall remit to Seller or Seller shall remit to Purchaser, as applicable, from time to time, Seller's Share within thirty (30) days after Purchaser has actually collected Seller's Share or any portion thereof or Purchaser has notified Seller, in writing that Seller owes any tenant's under any of the Leases Seller's Share (it being acknowledged by Seller, Purchaser shall have no obligation to remit to Seller Seller's Share if the same is not collected from the applicable tenants and any monies collected by tenants with respect to Seller's Share shall first be applied by Purchaser to any accrued but unpaid obligations of the tenant's thereof accruing from and after the Closing Date). G. Operating Expenses. If and to the extent not paid by the tenant(s), all utility services charges for electricity, heat and air conditioning service, other utilities, common area maintenance, taxes other than real estate taxes such as rental taxes, and all expenses incurred in operating the Project and any other costs- incurred in the ordinary course of business* or the management and operation of the Project, shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue prior to the Closing Date and Purchaser shall pay all such expenses accruing on and after the Closing Date. To the extent possible, Seller and Purchaser shall obtain billings and meter readings as of the Closing Date to aid in such prorations. 15 wEST1223653087.7 H. Leasing Commissions and Tenant Finish. Purchaser shall be credited and Seller shall be debited for all leasing commissions and the costs of all tenant finish work with respect to the Leases executed prior to the Closing Date, whether now due or to become due prior to, on or after the Closing Date. I. Tenant Deposits. Purchaser shall be credited and Seller shall be debited with an amount equal to all tenant deposits being held by Seller or any other person under any of the Leases and any interest, if any, required to be paid on account thereof. J. Other Prorations. Such additional adjustments as are normally made in connection with a purchase and sale of the type contemplated hereunder. K. Method of Proration. Except as expressly provided herein, all apportionments shall be made in accordance with customary practice in Los Angeles County, California. The parties agree to cause a schedule of tentative adjustments to be prepared prior to the Closing Date. Such adjustments, if and to the extent known and agreed upon as of the Closing Date, shall be paid by Purchaser to Seller (if the prorations result in a net credit to the Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser), by increasing or reducing the amount to be paid by Purchaser at Closing. Purchaser and Seller agree the intent of this provision is to allocate the income and expenses attributable to the Project in a fair, just and equitable manner, and the parties agree in the event of special circumstances not specifically covered herein, such equitable principles shall guide the parties in reaching a fair resolution. All prorations hereunder shall be final, unless otherwise expressly provided hereunder. 12. Closing Costs. Seller shall bear the cost of the Title Policy (including all endorsements and the incremental cost to upgrade from a CLTA standard title policy to an ALTA extended title policy), the cost to record any instruments necessary to clear Seller's title, one-half the cost of the Escrow and all state, county and municipal transfer taxes, if any. Purchaser shall bear the cost of any recording fees with respect to the Deed, and one-half the cost of the Escrow. All other costs and expenses in connection with the transaction contemplated by this Agreement shall be borne by Purchaser and Seller in the manner in which such cost and expenses are customarily allocated between the parties at closings of real property similar to the Project in the Los Angeles County, California area. Except as provided in Section 31 below, each party hereto shall pay its own attorneys' fees incurred with respect to the preparation and negotiation of this Agreement and the closing of the transaction contemplated hereby. 13. Damage or Destruction to Project. A. Material Casualty. In the event that between the date of this Agreement and the date of Closing, all or any portion of the Project is materially damaged or destroyed by fire or other casualty, Purchaser may elect to: (i) terminate this Agreement without cost, obligation or liability on Purchaser's part, in which event all rights and obligations of the parties hereunder shall cease; or (ii) consummate the transaction contemplated hereby, in which event Purchaser shall receive an assignment of any insurance proceeds to which seller is entitled. B. Purchaser shall notify Seller within five (5) business days after receipt of notice from Seller of such damage or destruction of its election. If Purchaser fails to notify Seller of its 16 wES'R223653087.7 election within said 5-day period, such failure shall constitute an election to terminate this Agreement as aforesaid. Closing shall be adjusted to allow for such election. C. For purposes of this Section 13, "materially damaged" or "material damage" shall mean such damage to the Project that would entitle the Tenant to terminate its Lease pursuant to the terms of the Lease, or to stop paying rent under the Lease. D. Non -Material Casualty. In the event that prior to the Closing (provided that this Agreement has not terminated in accordance herewith prior thereto) there is any non -material damage to the Project, or any part thereof, Purchaser shall thereafter accept the Project in its then condition, and proceed with the transaction contemplated by this Agreement and Purchaser shall receive an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to the extent assignable, Purchaser shall be entitled to an assignment of all of Seller's rights to any insurance proceeds payable by reason of such damage or destruction including any business interruption or rental loss proceeds. In such event, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser's prior written consent. 14. Condemnation. In the event that between the date of this Agreement and the date of Closing any condemnation or eminent domain proceedings are initiated which might result in the taking of any part of the Building or the Land, Purchaser, at its sole option, may elect to terminate this Agreement without costs, obligation or liability on the part of Purchaser, in which event all rights and obligations of the parties hereunder shall cease. In the event Purchaser elects not to so terminate this Agreement, Seller shall assign to Purchaser at Closing all of Seller's title and interest in and to any award pertaining to the Project made in connection with such condemnation or eminent domain proceedings. Purchaser shall notify Seller within five (5) business days after its receipt of notice of such condemnation or eminent domain proceedings whether it elects to exercise its right to terminate. If Purchaser fails to notify Seller of its election within said 5-day period, such failure shall constitute an election to terminate this Agreement aforesaid. Closing shall be adjusted to allow for such election. 15. Remedies. A. If Seller should breach any of its covenants, conditions, representations or warranties contained in this Agreement or should fail to consummate the sale contemplated herein for any reason other than Purchaser's default, Purchaser may, upon five (5) business days written notice to Seller, if such breach or failure is not cured within such five-day period, in addition to all remedies contained elsewhere in this Agreement (i) terminate this Agreement, without further liability on Purchaser's part, receive immediate return of the Earnest Money and collect damages from Seller equal to the amount of third party costs actually paid by Purchaser in connection with the proposed sale (not to exceed $75,000), or (ii) enforce specific performance of this Agreement. B. If Purchaser should breach any of its representations, warranties and/or covenants contained in this Agreement (and Seller. shall not be in default hereunder), Seller may, upon five (5) business days written notice to Purchaser, if such breach is not cured within such five-day period, terminate this Agreement without further liability on Seller's part and retain the Earnest Money as liquidated damages, and not as a penalty, it being understood that Seller's actual damages in the event of such a default are difficult to ascertain and that such Earnest Money represents the parties' best estimate of such damages. Seller shall not have any other remedy for any default by Purchaser. BY INITIALING THIS SECTION 15.B, PURCHASER AND SELLER AGREE THAT IN EVENT OF DEFAULT BY PURCHASER: (A) IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES; (B) AN 17 WEST223653087.7 AMOUNT EQUAL TO THE EARNEST MONEY WILL CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO SELLER; (C) THE PAYMENT OF THE LIQUIDATED DAMAGES TO SELLER WILL .CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER; (D)SELLER MAY RETAIN THAT PAYMENT AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THOSE SUMS TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. Seller INITIALS: Purchaser INITIALS: 16. Brokers. The parties mutually warrant and represent to the other that neither has authorized any broker to act on its behalf in respect of the transactions contemplated hereby other than Cushman & Wakefield of California Inc. and that neither has dealt with a broker in connection therewith other than Cushman & Wakefield of California Inc. Each of the parties shall indemnify and save the other harmless from any claim by any broker or other person for commissions or other compensation for bringing about the transactions contemplated hereby where such claim is based on the purported employment or authorization of such broker or other person by such party. Seller shall pay the commission due Cushman & Wakefield of California Inc. 17. Environmental Matters: A. The term "Hazardous Materials" shall mean any substance, material, waste, gas or particulate matter which is regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of California law, (ii) petroleum, (iii) asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. `1251 et seq., (33 U.S.C. `1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. `6901 et seq. (42 U.S.C. `6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. `9601 et seq. (42 U.S.C. 9601). The term "Environmental Laws" shall mean all statutes specifically described in the foregoing grammatical sentence and all federal, state and local environmental, health and safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating, relating to or imposing liability or standards concerning or in connection with Hazardous Materials. B. Subject to disclosures set forth in Schedule 8, to Seller's knowledge, Seller represents and warrants that as of the date hereof (which representation and warranty shall be remade as of the Closing Date) to Seller's knowledge: (i) no written notice, demand, claim or other communication has been given to or served on Seller, and Seller has no knowledge of any such notice given to previous owners or tenants of the Project, from any entity, governmental body or individual claiming any violation of any Environmental Law or demanding payment, contribution, indemnification, remedial action, removal action or any other action or inaction with respect to any actual or alleged environmental damage or injury to persons, property or natural resources (any of the foregoing, whether now existing or hereafter brought, is herein called a "Claim"), and (ii) no written notice of any investigation, administrative order, administrative order by consent, consent order, agreement, litigation or settlement has been received by Seller nor, to the knowledge of Seller, has any such action been threatened in writing, with respect to or 18 WESM23653087.7 arising from the presence of any Hazardous Material or the transport of Hazardous Material with respect to the Project. 18. Entire Agreement. It is understood and agreed that all understandings and agreements heretofore made between the parties hereto are merged in this Agreement, the exhibits annexed hereto and the instruments and documents referred to herein, which alone fully and completely express their agreements, and that neither party is relying upon any statement or representation, not embodied in this Agreement, made by the other. Each party expressly acknowledges that, except as expressly provided in this Agreement, the other party and the agents and representatives of the other party have not made, and the other party is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining 'to the transactions contemplated hereby. The preparation of this Agreement has been a joint effort of the parties hereto and the resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 19. Non-Foreiizn Certificate. Seller shall provide Purchaser, on or before the Closing Date, with a non -foreign certificate sufficient in form and substance to relieve Purchaser of any and all withholding obligations under federal law, which certificate shall be reasonably satisfactory to Purchaser and the Title Company. In the event that Seller does not furnish Purchaser with said certificate, or if Purchaser has reason to believe that said certificate would be wholly or partially false if given and so notifies Seller, in writing, on or before the Closing Date, Purchaser shall be entitled to withhold up to ten (10%) percent of the Purchase Price in an escrow account to be held by Title Company until such time as Seller furnishes Purchaser with a qualifying statement from the Internal Revenue Service sufficient to relieve Purchaser of any and all withholding obligations under federal law, or until Purchaser is required to deliver said funds to the Internal Revenue Service, whichever first occurs. 20. Modifications. No modification, amendment, discharge, waiver or change of. this Agreement, or any of the provisions of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is sought. Writings signed by the attorney for such party shall not be effective for the purposes of this Paragraph. Failure by either party to explicitly retain any rights hereunder shall not be deemed a waiver of such rights. 21. Notices. All notices, demands, requests and other communications under this Agreement shall be in writing and shall be deemed properly served (i) on the date sent, if delivered by hand; (ii) one day after the date such notice is deposited with an overnight delivery service; (iii) on the date sent, if delivered via facsimile at -the number(s) set forth below, with a hard copy to follow by overnight delivery service; (iv) on the date when received with proof of receipt to the party to whose attention it is directed or when such party refuses to accept receipt if sent, postage prepaid, by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If intended for Purchaser: James N. Clewlow CenterPoint Properties Trust 1808 Swift Drive Oak Brook, Illinois 60523-1501 Facsimile Number: 630-586-8010 19 WESM23653087.7 With a copy to: Mark S. Richmond, Esq. Richmond Breslin LLP 233 South Wacker Drive, Suite 5775 Chicago, Illinois 60606 Facsimile Number: 312-258-0977 If intended for Seller: Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Facsimile Number: 323-826-1491 With a copy to: Michael Hamilton, Esq. DLA Piper LLP (US) 550 S. Hope Street, Suite 2300 Los Angeles, California 90071 Facsimile Number: 213-330-7536 or such other address or to such other party which any party entitled to receive notice hereunder designates to the others in writing by a notice duly given hereunder. 22. Governing Law and Interpretation. The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of California applicable to contracts made and to be performed in that state. The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms shall refer to this Agreement, and the term "hereafter" shall mean after, and the term "heretofore" shall mean before, the date of this Agreement. Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and the words importing the singular number shall mean and include the plural number and vice versa. Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as natural persons. The terms "include," "including" and similar terms shall be construed as if followed by the phrase "without being limited to." 23. Audit and Indemnification. In the event anytime within three (3) years subsequent to the Closing Date Purchaser desires to have its independent auditors audit the operating results of the Project for the period required under then current Securities and Exchange Commission ("SEC") regulations ("Relevant Period"), Seller agrees to provide to Purchaser's designated independent auditors (i) access to the books and records of the Project for the Relevant Period and (ii) a letter stating only that said books and records were prepared by Seller in the ordinary course of business for its internal purposes. Purchaser hereby agrees to forever indemnify, defend and hold harmless Seller from and against any claim, damage, loss, liability cost or expense (including reasonable attorneys' fees and court costs) to which Seller is at anytime subjected by any party as a result of Seller's compliance with the terms and conditions of this Section 23. Purchaser further agrees that no information, books or records provided pursuant to this Section 23 shall be the basis of any claim by Purchaser against Seller with respect to the sale of the Project to Purchaser or any representation or warranty given by Seller with respect to the Project. 24. Survival. All representations, warranties and indemnities of Seller contained in this Agreement or in any of the documents to be delivered by Seller to Purchaser at Closing shall be deemed remade as of the date of Closing and survive the Closing for the period stated, if any. This Agreement shall not be canceled or merged into the Deed on the Closing. 20 wESM23653087.7 25. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 26. Captions. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement of any of the provisions thereof. 27. Memorandum. Either party shall execute a memorandum of this Agreement at the request of the other party which may be recorded with the appropriate county authority. 28. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 29. Partial Invalidity. Seller and Purchaser intend and believe that each provision in this Agreement comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions in this Agreement which is or are not materially related to the liability of the parties hereto or to the conditions to Purchaser's obligations to consummate the transaction contemplated herein is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Agreement to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent both of Seller and Purchaser that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Agreement shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of Purchaser and Seller under the remainder of this Agreement shall continue in full force and effect. If any provision or provisions which is or are material as set forth above are found to be illegal, invalid, unlawful, void or unenforceable as written, this Agreement may, at the option of either party, be terminated without further obligation to either party. 30. California Income Tax Withholding. Prior to the Closing, Seller shall deliver to Purchaser a certificate as necessary such that the sale of the Property to Purchaser hereunder is not subject to withholding requirements, and does not subject Purchaser to liability under, California Revenue and Tax Code Section 18662. 31. Time for Performance. Time is of the essence of this Agreement. Whenever under the terms of this Agreement the time for performance falls on a Saturday, Sunday or Legal Holiday, as defined in California statutes, such time for performance shall be on the next day that is not a Saturday, Sunday or Legal Holiday. In computing any period of time pursuant to this Agreement, the day of the act or event from which the designated period of time begins to run will not be included. 32. Professional Fees. In the event of the bringing of any action or suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other parry rising out of this Agreement, then in that event the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, including actual attorneys' fees, accounting and engineering fees, and any other professional fees resulting therefrom. 33. Possession. Possession of the Project, subject to the rights of the tenants under the Leases, shall be delivered to Purchaser on the Closing Date. 34. Limited Liability. Notwithstanding anything to the contrary contained herein, if the Closing occurs: (a) the maximum aggregate liability of Seller, and the maximum aggregate amount 21 WES11223653087.7 which may be awarded to and collected by Purchaser (including, without limitation, for any breach of any representation, warranty and/or covenant of Seller under this Agreement or any documents executed pursuant hereto or in connection herewith, including, without limitation, the Exhibits attached hereto (collectively, the "Other Documents") shall, under no circumstances whatsoever, exceed $750,000 (the "CAP Amount"); and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty and/or covenant of Seller contained herein or any of the Other Documents may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any such representation, warranty and/or covenant, is for an aggregate amount in excess of $25,000.00 (the "Floor Amount"), in which event Seller's liability respecting any final judgment concerning such claim or claims shall be for the entire amount thereof, subject to the CAP Amount set forth in clause (a) above; provided, however, that if any such final judgment is for an amount that is less than or equal to the Floor Amount, then Seller shall have no liability with respect thereto. 35. Executive Order No. 13224. Purchaser and Seller each warrant and represent to the other, now and as of the Closing, that each is in compliance with the requirements of Executive Order No. 13224, 66 Fed Reg. 49079 (September 25, 2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury ("OFAC"), and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders"). Purchaser and Seller each warrant and represent to, or, as applicable, covenant with, the other that (i) it is not listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"), (ii) it has not been determined by competent authority to be subject to the prohibitions contained in the Orders, (iii) it is not owned or controlled by, nor acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders, and (iv) it shall not transfer or permit the transfer of any interest in it to any person who is or whose beneficial owners are listed on the Lists. 36. Assignment. The terms, conditions and covenants of this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective nominees, successors, beneficiaries and assigns. Purchaser may assign all or any of its right, title and interest under this Agreement to wholly -owned affiliate or subsidiary of Purchaser without Seller's prior consent. No such assignee shall accrue any obligations or liabilities hereunder until the effective date of such assignment. In addition to its right of assignment, Purchaser shall also have the right, exercisable prior to Closing, to designate any corporate or partnership wholly -owned entity affiliated with, or related to," Purchaser ("Affiliate"), as the grantee or transferee of any or all of the conveyances, transfers and assignments to be made by Seller at Closing hereunder, independent of, or in addition to, any assignment of this Agreement. In the event of an assignment of this Agreement by Purchaser, its assignee shall be deemed to be the Purchaser hereunder for all purposes hereof, and shall have all rights of Purchaser hereunder (including, but not limited to, the right of further assignment), but the assignor shall not be released from liability hereunder. In the event that an Affiliate shall be designated as a transferee hereunder, that transferee shall be deemed an assignee of all rights and obligations arising thereafter. 37. AS -IS Sale and Purchase. Purchaser acknowledges, by its initials as set forth below, that the provisions of this Section 37 have been required by Seller as a material inducement to enter into the contemplated transactions, and the intent and effect of such provisions have been explained to Purchaser by Purchaser's counsel and have been understood and agreed to by Purchaser. 22 WEST1223653087.7 A. Purchaser's Acknowledgment. As a material inducement to Seller to enter into this Agreement and to convey the Project to Purchaser, Purchaser hereby acknowledges and agrees that: (i) AS -IS. Except as otherwise expressly set forth in this Agreement, and subject to Seller's representation and warranties set forth in this Agreement, Purchaser is purchasing the Project in its existing condition, "AS -IS, WHERE -IS, WITH ALL FAULTS," and upon the Closing Date has made or has waived all inspections and investigations of the Project and its vicinity which Purchaser believes are necessary to protect its own interest in, and its contemplated use of, the Property. Purchaser's Initials (ii) No Representations. Other than the express representations and warranties of Seller contained in this Agreement, neither Seller, nor any person or entity acting by or on behalf of Seller, nor any member, partner, officer, director, employee, agent, affiliate, successor or assign of Seller (collectively, the "Seller Parties") has made any representation, warranty, inducement, promise, agreement, assurance or statement, oral or written, of any kind to Purchaser upon which Purchaser is relying, or in connection with which Purchaser has made or will make any decisions concerning the Project or its vicinity including, without limitation, its use, condition, value, compliance with "Governmental Regulations," or applicable laws, existence or absence of Hazardous Materials, or the permissibility, feasibility, or convertibility of all or any portion of the Project for any particular use or purpose, including, without limitation, its present or future prospects for sale, lease, development, occupancy or suitability as security for financing. As used herein, the term "Governmental Regulations" means any laws (including Environmental Laws), ordinances, rules, requirements, resolutions, policy statements and regulations (including, without limitation, those relating to land use, subdivision, zoning, Hazardous Materials, occupational health and safety, handicapped access, water, earthquake hazard reduction, and building and fire codes) of any governmental or quasi -governmental body or agency claiming jurisdiction over the Project or any portion thereof Purchaser's Initials (iii) No Implied Warranties. Excluding any representation or warranty set forth herein, Seller hereby specifically disclaims: (a) all warranties implied by law arising out of or with respect to the execution of this Agreement, any aspect or element of the Project, or the performance of Seller's obligations hereunder including, without limitation, all implied warranties of merchantability, habitability and/or fitness for a particular purpose; and (b) any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (i) the nature and condition of the Project or other items conveyed hereunder, including, without limitation, the water, soil, and geology, the suitability thereof and of the Project or other items conveyed hereunder for any and all activities and uses which Purchaser may elect to conduct thereon, the existence of any environmental hazards or conditions thereon (including but not limited to the presence of asbestos or other Hazardous Materials) or compliance with applicable Environmental Laws; (ii) the nature and extent of any right-of-way, lease, possession, lien, encumbrance, license, reservation, condition or otherwise; and (iii) the compliance 23 WESM23653087.7 of the property or other items conveyed hereunder or its operation with any Governmental Regulations. Purchaser's Initials (iv) Information Supplied by Seller. Purchaser specifically acknowledges and agrees that, except as expressly contained in this Agreement, the Seller has made no representation or warranty of any nature concerning the accuracy or completeness of any documents delivered or made available for inspection by Seller to Purchaser, including, without limitation, the Due Diligence Items, and that Purchaser has undertaken such inspections of the Property as Purchaser deems necessary and appropriate and that Purchaser is relying solely upon such investigations and not on any of the Due Diligence Items or any other information provided to Purchaser by or on behalf of Seller. As to the Due Diligence Items, except as set forth herein, Purchaser specifically acknowledges that they have been prepared by third parties with whom Purchaser has no privity and Purchaser acknowledges and agrees that no warranty or representation, express or implied, has been made, nor shall any be deemed to have been made, to Purchaser with respect thereto, either by the Seller Parties or by any third parties that prepared the same. Purchaser's Initials B. Release. As of the Close of Escrow, Purchaser on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related and affiliated entities, successors and assigns (collectively, the "Purchaser Parties") hereby fully and irrevocably releases the Seller Parties from any and all claims that the Purchaser Parties may have or thereafter acquire against the Seller Parties for any cost, loss, liability, damage, expense, demand, action or cause of action ("Claims") arising from or related to any matter of any nature relating to, and condition of, the Project including any latent or patent construction defects, errors or omissions, compliance with law matters, Hazardous Materials and other environmental matters within, under or upon, or in the vicinity of the Project, any statutory or common law right Purchaser may have to receive disclosures from Seller, including, without limitation, any disclosures as to the Project's location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Project, its financial viability, use or operation, or any portion thereof. This release includes claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist in its favor which, if known by Purchaser, would materially affect Purchaser's release of the Seller Parties. In connection with the general release set forth in this Section 10.1.5, Purchaser specifically waives the provisions of California Civil Code Section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Purchaser's Initials 24 wESM23653087.7 Notwithstanding anything to the contrary set forth in this Section 37.B, the foregoing release is not intended to and does not cover (i) any claims arising from a breach of Seller's representations or warranties set forth in this Agreement or (ii) any other breach by Seller of an express obligation of Seller under this Agreement which by its terms survives the Closing. 38. City Police Power. It is understood and agreed that nothing in this Agreement affects or limits the role, responsibilities and/or legal authority of the City of Vernon and its agencies, departments, divisions and other governmental and/or quasi -governmental bodies (collectively, "City Government") in the imposition, administration and enforcement of local, state and federal law. Without limitation thereto, nothing herein shall serve to estop or prevent City Government from exercising its legislative, regulatory, taxing, permitting, police, administrative, or other governmental and quasi - governmental functions, including without limitation investigating and issuing any notices of violation of law, compliance and/or remedial orders with respect to the Property ("Governmental Functions"). This Agreement shall in no way be construed to delegate, abdicate or otherwise amend or modify in any way City. Government's authority, roles or responsibilities in the performance of its Governmental Functions. Any action by City Government in contravention hereof, which action is undertaken in the ordinary course of City Government performing its Governmental Functions shall not constitute a breach hereunder and is not prohibited hereby; it being acknowledged however that neither the Seller nor the Purchaser shall be obligated to consummate the transaction hereunder if any such action results in a failure of a condition precedent hereunder. [Signatures on Next Page] 25 wESn223653087.7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PURCHASER: SELLER: CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust LN Name: Title: Name Title: CITY OF VERNON, CALIFORNIA Name: Title: S-1 TABLE OF CONTENTS 1. Agreement to Purchase.......................................................................................................1 2. Purchase Price....................................................................................................................2 3. Closing ......... :...................................................................................................................... 2 4. Documents to be Delivered by Seller Immediately............................................................3 5. Title and Survey.................................................................................................................5 6. Documents to be Delivered by Seller at Closing................................................................6 7. Inspection Period................................................................................................................8 8. Representations and Warranties of Seller...........................................................................9 9. Conditions Precedent to Closing......................................................................................12 10. Covenants of Seller...........................................................................................................13 11. Adjustments......................................................................................................................14 12. Closing Costs....................................................................................................................16 13. Damage or Destruction to Project....................................................................................16 14. Condemnation...................................................................................................................17 15. Remedies..........................................................................................................................17 16. Brokers.............................................................................................................................18 17. Environmental Matters.....................................................................................................18 18. Entire Agreement..............................................................................................................19 19. Non -Foreign Certificate....................................................................................................19 20. Modifications....................................................................................................................19 i VJEST1223653087.7 21. Notices..............................................................................................................................19 22. Governing Law and Interpretation.........................................................................:.........20 23. Audit and Indemnification................................................................................................20 24. Survival, ............................................................................................................................ 20 25. Counterparts.....................................................................................................................21 26. Captions............................................................................................................................21 27. Memorandum...................................................................................................................21 28. Binding Effect ...................... :........................................................................................... 21 29. Partial Invalidity...............................................................................................................21 30. California Income Tax Withholding................................................................................21 31. Time for Performance.......................................................................................................21 32. Professional Fees..............................................................................................................21 33. Possession.........................................................................................................................21 34. Limited Liability...............................................................................................................21 35. Executive Order No. 13224..............................................................................................22 36. Assignment................................................................................._.....................................22 37. AS -IS Sale and Purchase..................................................................................................22 38. City Police Power.............................................................................................................25 ii wEST\223653087.7 EXHIBITS EXHIBIT "A" - Legal Description EXHIBIT "B" - Project Contracts EXHIBIT "C" - Schedule of Leases EXHIBIT "D" - Earnest Money Escrow Agreement EXHIBIT "E" - Permitted Exceptions EXHIBIT "F" - Bill of Sale EXHIBIT "G" - Assignment of Leases and Contracts EXHIBIT "H" - Seller's Certificate Re -affirming Representations and Warranties EXHIBIT "I" - Assignment of Intangible Property EXHIBIT "J" - Seller's Certificate EXHIBIT "K" - Attornment Letter EXHIBIT "L" - Tenant Estoppel Certificate SCHEDULE S — Disclosures to Representations and Warranties ui wEM223653087.7 EXHIBIT "A" LEGAL DESCRIPTION PARCELI: THOSE PORTIONS OF LOTS 105, 106 AND 107 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, .AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE, 50 FEET WIDE, EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE, AS SAID STREETS ARE SHOWN ON SAID TRACT 7923; THENCE NORTH 33' 21' 00" EAST ALONG THE NORTHWESTERLY LINE OF SAID LOT 107, A DISTANCE OF 394.65 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE SOUTH 54' 27' 40" EAST ALONG THE NORTHEASTERLY LINE OF SAID LOT 107, A DISTANCE OF 134.17 FEET TO THE BEGINNING OF A TANGENT CURVE THEREIN, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 455.30 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 151,26' 15", AN ARC DISTANCE OF 122.67 FEET; THENCE TANGENT TO SAID CURVE SOUTH 390 01' 25" EAST ALONG THE NORTHEASTERLY LINES OF SAID LOTS 105,106 AND 107, A DISTANCE OF 517.25 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 105; THENCE SOUTH 5 V 00' 14" WEST ALONG THE SOUTHEASTERLY LINE OF SAID LOT 105, A DISTANCE OF 457.22 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL `B" IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1942 IN BOOK 191.98 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 380 59' 50" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO. 1 OF AUGUST 20, 1940 IN BOOK 17750 AT PAGE 183, THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3, RECORDED IN BOOK 9787 AT PAGE 9, AND THE NORTHEASTERLY LINE OF PARCEL "C" OF SAID DEED RECORDED IN BOOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C", NORTH 82° 47' 35" WEST 63.04 FEET TO THE EASTERLY LINE OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 70 33' 00" EAST 33.88 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE, NORTH 330 21' 00" EAST 50.02 FEET TO THE POINT OF BEGINNING. A-1 WEST223653087.7 EXCEPT ALL OIL, GAS AND OTHER PETROLEUM AND MINERAL SUBSTANCES, BUT WITHOUT THE RIGHT OF SURFACE ENTRY AS RESERVED IN BOOK 20565 PAGE 1, OFFICIAL RECORDS, FROM THAT PORTION OF SAID LAND INCLUDED WITHIN THOSE PORTIONS OF LOTS 105, 106 AND 107 OF TRACT NO. 7923, IN THE CITY OF MAYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO. 2403 ON APRIL 10, 1952 IN BOOK 38681 AT PAGE 218 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, WHICH MOST WESTERLY CORNER IS A POINT IN THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF FIFTY-SECOND PLACE AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG A SOUTHWESTERLY LINE OF SAID MAYWOOD GLASS PROPERTY AND SAID PROLONGATION SOUTH 540 27' 15" EAST 80.12 FEET TO AN ANGLE POINT IN SAID SOUTHWESTERLY LINE; THENCE CONTINUING ALONG SAID SOUTHWESTERLY LINE AND ALONG THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO. 253 OF NOVEMBER 3, 1938 IN BOOK 16177 AT PAGE 216 OF SAID OFFICIAL RECORDS, .SOUTH 38° 59' 30" EAST 570.85 FEET TO THE END THEREOF; THENCE ALONG THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF SAID LAST MENTIONED PARCEL, SOUTH 51 ° 00' 30" WEST 50.00 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "B" IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1942 IN BOOK 191.98 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 38' 59' 30" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE, TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO. 1 OF AUGUST 20, 1940 IN BOOK 17750 AT PAGE 183, THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3 RECORDED IN BOOK 9787 AT PAGE 9 AND THE NORTHEASTERLY LINE OF PARCEL "C" OF SAID DEED RECORDED IN BOOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C", NORTH 820 47' 15" WEST 63.04 FEET TO THE EASTERLY LINE OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 7° 33' 15" EAST 33.88 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE; NORTH 33' 19' 45" EAST 50.02 FEET TO THE POINT OF BEGINNING. PARCEL 2: AN EASEMENT FOR USE IN COMMON WITH OTHERS, FOR INGRESS AND EGRESS IN AND ON THE PRIVATE STREETS KNOWN AS 52ND PLACE AND 58TH PLACE, IN THE CITY OF MAYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, A-2 WEST1223653087.7 COVERING THOSE CERTAIN PORTIONS OF LOTS 102 TO 107 INCLUSIVE OF TRACT 7923, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 OF MAPS, RECORDS OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE; THENCE SOUTHEASTERLY ALONG SAID PROLONGATION 80.12 FEET; THENCE SOUTH 38' 59' 30" EAST 1240.12 FEET TO A POINT IN A LINE PARALLEL WITH THE SOUTHERLY LINE OF SAID LOT 102 AND DISTANT NORTHERLY 50 FEET, MEASURED AT RIGHT ANGLES THEREFROM, WHICH LAST MENTIONED POINT IS DISTANT WESTERLY ALONG SAID PARALLEL LINE 447.23 FEET FROM THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE ALONG SAID PARALLEL LINE; SOUTH 82' 47' 15" EAST 447.23 FEET TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE ALONG SAID PROLONGATION SOUTH 70 33' 15" WEST 50 FEET TO THE SOUTH LINE OF SAID LOT 102; THENCE ALONG SAID SOUTH LINE NORTH 82' 47' 15" WEST 467.05 FEET TO A LINE HEREIN DESIGNATED AS "A", PARALLEL WITH AND DISTANT SOUTHWESTERLY 50 FEET, MEASURED AT RIGHT ANGLES FROM THE ABOVE DESCRIBED LINE NOTED AS HAVING A LENGTH OF 1240.12 FEET; THENCE ALONG SAID PARALLEL LINE NORTH 380 59' 30" WEST 269.59 FEET TO THE NORTHWEST LINE OF SAID LOT 102; THENCE ALONG SAID NORTHWEST LINE SOUTH 510 00' 30" WEST 54.15 FEET TO THE WEST LINE OF SAID LOT 102; THENCE NORTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 103 TO THE NORTHERLY PROLONGATION OF THE WEST LINE OF WOODLAWN AVENUE; THENCE ALONG SAID PROLONGATION NORTH 70 33' 15" EAST 72.25 FEET TO SAID LINE DESIGNATED AS "A". THENCE ALONG SAID LINE "A", NORTH 38° 59' 30" WEST 863.67 FEET TO THE EASTERLY PROLONGATION OF THE SOUTH LINE OF 56TH STREET, THENCE WESTERLY ALONG SAID PROLONGATION, 63.04 FEET TO THE EAST LINE OF HELIOTROPE AVENUE; THENCE NORTHERLY ALONG SAID EAST LINE TO THE POINT OF BEGINNING. EXCEPT ANY PORTION THEREOF WITHIN THE LINES OF PARCEL 1 ABOVE. PARCEL 3: ALL OF LOTS 78 THROUGH 83 INCLUSIVE, THE NORTHWESTERLY 10 FEET AND THE SOUTHWESTERLY 17 FEET OF LOT 84 AND THE SOUTHWESTERLY 17 FEET OF LOT 85, ALL IN TRACT NO. 7923, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE SOUTHEAST 1 FOOT OF SAID LOT 85... ALSO EXCEPT FROM THE SOUTHWEST 17 FEET OF THE NORTHWEST 10 FEET OF LOT 84 AND THE SOUTHWEST 17 FEET OF LOT 85, ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCE IN SAID LAND, AS RESERVED BY STEEL A-3 WESM23653087.7 MERCHANTS COMPANY, A CO PARTNERSHIP, BY DEED RECORDED SEPTEMBER 4, 1958 IN BOOK D206 PAGE 140, OFFICIAL RECORDS. PARCEL 4: LOTS 74, 75, 76 AND 77 OF TRACT 7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APNs: 6314-019-900 and 6314-022-900 A-4 WEST223653087.7 EXHIBIT "B" LIST OF PROJECT CONTRACTS None. U-Im WGSI[ 223653087.7 EXHIBIT "C" SCHEDULE OF LEASES Tenant: Matheson Tri-Gas, Inc. Annual Net Rent: $192,317 Escalations: $595,156.00 on June 28, 2012 Expiration: December 26, 2030 Security Deposit: $-0- Expenses: Property is leased on a triple net basis with tenant responsible for all structural, non-structural and operating expenses. Options: Two 10-year options C-1 WES'I1223653087.7 EXHIBIT "D" EARNEST MONEY ESCROW AGREEMENT TO: Chicago Title and Trust Company 700 South Flower Street, Suite 800 Los Angeles, California 90017 Attention: Ms. Patricia Schlageck RE: Escrow Trust No. DATE: 2011 PARTIES A. Seller: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Facsimile Number: 323-826-1491 Attention: Mr. Mark Whitworth, City Administrator B. Purchaser: CenterPoint Properties Trust 1808 Swift Drive Oak Brook, Illinois 60523-1501 Facsimile Number: 630-586-8010 Attention: James N. Clewlow C. Escrow Holder: Chicago Title and Trust Company 700 South Flower Street, Suite 800 Los Angeles, California 90017 Attention: II. PRELIMINARY STATEMENTS A. Concurrently with the execution and delivery of this Earnest Money Escrow Agreement, Seller and Purchaser have executed and delivered a certain Purchase and Sale Agreement ("Agreement"). Under the terms of the Agreement, Seller has agreed to sell to Purchaser that certain parcel of land and improvements thereon located at 5555 District Blvd., Vernon, California. B. Pursuant to Paragraph 2A of the Agreement, Purchaser is required to deposit with the Escrow Holder the sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) ("Initial Deposit") to be held by Escrow Holder pursuant to the terms and provisions of this Earnest Money_ Escrow Agreement. C. Pursuant to Paragraphs 7A and 9B of the Agreement, Purchaser has the right to terminate the Agreement and to have the Initial Deposit and interest earned thereon returned to Purchaser. D. In addition, in the event that Purchaser does not elect to terminate this Agreement pursuant to Paragraph 7A or 9B, then Purchaser shall deliver to Escrow Holder the sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) as additional earnest money ("Additional Deposit") within five (5) days after the expiration of the Inspection Period (said Initial Deposit and Additional Deposit, including any and all interest accrued thereon, is collectively, the "Earnest Money"). D-1 WES'R223653087.7 III. DEPOSIT OF EARNEST MONEY; INVESTMENT DIRECTIONS A. Concurrently herewith, Purchaser has deposited the Earnest Money with the Escrow Holder in accordance with the Agreement. B. Escrow Holder is hereby authorized and directed to invest the Earnest Money or any portion thereof in accordance with the written direction of Purchaser (or Purchaser's Counsel). Unless otherwise provided pursuant to the provisions of Section IV hereof, such investment shall be for the benefit of Purchaser. The Federal Taxpayer Identification Number of the Purchaser is IV. INSTRUCTIONS A. In the event Escrow Holder receives prior to the end of the Inspection Period, or within the period allotted under Paragraph 9B of the Agreement, from Purchaser a certification in the form attached hereto as Schedule 1, then Escrow Holder is authorized and directed to return to Purchaser, within one (1) business day thereafter, the Initial Deposit, together with all interest earned thereon. B. Except as set forth in Paragraph W.A. above, the Escrow Holder is instructed to hold and invest the Earnest Money, together with all interest earned thereon, until the Escrow Holder is in receipt of (i) a joint written direction from Seller (or Seller's Counsel) and Purchaser (or Purchaser's Counsel) or (ii) an order, judgment or decree addressed to Escrow Holder which shall have been entered or issued by any court and which shall determine the disposition of the Earnest Money and all interest earned thereon. C. Any party delivering a notice required or permitted hereunder shall simultaneously deliver copies of such notice to all parties listed in Section I of this Earnest Money Escrow Agreement. All notices required herein shall be either personally delivered, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier and shall, in all instances, be deemed to have been received upon delivery thereof. D. Except as otherwise expressly set forth in this Earnest Money Escrow Agreement, Escrow Holder shall disregard any and all notices or warnings given by any of the parties hereto. E. In case Escrow Holder obeys or complies with any order, judgment or decree of any court with respect to the Earnest Money, Escrow Holder shall not be liable to any of the parties hereto or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this Earnest Money Escrow Agreement to which Escrow Holder is or may be at any time a party, Seller and Purchaser shall each be liable for one-half of all such costs, fees and expenses incurred or sustained by Escrow Holder and shall forthwith pay the same to Escrow Holder upon demand; provided, however, that in the event Escrow Holder is made a party to any suit or proceeding between Seller and Purchaser, the prevailing party in such suit or proceeding shall have no liability for the payment of Escrow Holder's costs, fees and expenses. F. Escrow Holder is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of this Earnest Money Escrow Agreement. G. In no case shall the above mentioned deposits be surrendered except (i) in the manner specifically described in this Earnest Money Escrow Agreement; (ii) on an order signed by the Seller (or Seller's Counsel) and Purchaser (or Purchaser's Counsel); or (iii) in obedience to the process of order of a court as aforesaid. D-2 wESM23653087.7 H. All fees of Escrow Holder shall be charged one-half to Seller and one-half to Purchaser. I. Except as to deposits of funds for .which Escrow Holder has received express written direction from Purchaser (or Purchaser's Counsel) concerning investment or other handling, the parties hereto agree that the Escrow Holder shall be under no duty to invest or reinvest any deposits at any time held by it hereunder; and, further, that Escrow Holder may commingle such deposits with other deposits or with its own funds in the manner provided for the administration of funds under applicable law and may use any part or all such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any, provided, however, nothing herein shall diminish Escrow Holder's obligation to apply the fully amount of the deposits in accordance with the terms of this Earnest Money Escrow Agreement. J. Any order, judgment or decree requiring the Escrow Holder to disburse the Earnest Money shall not be binding upon Purchaser or Seller as to the ultimate disposition of the Earnest Money unless and until a final, non -appealable order, judgment or decree is entered by a court having jurisdiction thereof. K. This Earnest Money Escrow Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. FOR SELLER: DLA PIPER LLP (US) In Attorney for Seller FOR PURCHASER: RICHMOND BRESLIN LLP Attorney for Purchaser Accepted this day of 2011 Chicago Title and Trust Company, Escrow Holder In Name: Title: D-3 wEM223653087.7 SCHEDULEI CERTIFICATION The undersigned hereby certifies to Chicago Title and Trust Company, as Escrow Holder under that certain Earnest Money Escrow Agreement dated , 2011, Escrow Trust Number , that the undersigned has elected to terminate that certain Purchase Agreement dated , 2011 by and between CenterPoint Properties Trust, a Maryland real estate investment trust as Purchaser and as Seller pursuant to Paragraph [7A][9B] of the Purchase Agreement. CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust M. Name: Title: D-4 wESI-\223653087.7 EXHIBIT "E" PERMITTED EXCEPTIONS E-1 WESn223653087.7 EXHIBIT "F" BILL OF SALE a ("Seller") having its principal place of business at , in consideration of TEN AND NO/100 ($10.00) DOLLARS, receipt of which is hereby acknowledged, does hereby sell, assign, transfer and set over to CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust ("Purchaser"), all of Seller's right, title and interest in and to the following described personal property, to -wit: All equipment, apparatus, machinery, cranes, appliances, furnishings, signs, site plans, surveys, soil and substrata studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans and other plans or studies of any kind; leasing brochures, market studies, tenant data sheets and other supplies, fixtures and personal and tangible property owned by Seller and used or usable in connection with the operation and ownership of the Building or the Land commonly known as (hereinafter referred to as the "Personal Property"), excluding Seller's Confidential Materials as defined in that certain Purchase Agreement by and between Seller and Purchaser dated as of , 2011 (the "Purchase Agreement"). IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be signed and sealed in its name by its officers thereunto duly authorized this _ day of , 2011. By: Name: Title: F-1 V✓ESM23653087.7 EXHIBIT "G" ASSIGNMENT OF LEASES AND CONTRACTS ("Assignor"), in consideration of the sum of TEN AND NO/100 ($10.00) DOLLARS in hand paid and other good and valuable consideration, the receipt of which is hereby acknowledged, hereby assigns, transfers, sets over and conveys to CenterPoint Properties Trust, a Maryland real estate investment trust ("Assignee"), all of Assignor's right, title and interest in and to (i) those leases and guarantees thereof set forth on Exhibit "A" attached hereto and made a part hereof ("Leases"), together with any security deposits tendered to Assignor under the Leases, and (ii) those service contracts and other agreements listed on Exhibit "A" attached hereto and made a part hereof (collectively, "Contracts"), all pertaining to the real property and improvements thereon commonly known as , , Assignor represents and warrants to Assignee that: (a) Assignor is the sole owner of (i) all of the Landlord's right, title and interest in and to the Leases, and (ii) all of the owner's right, title and interest in and to the Contracts; and (b) No part of the rents reserved in the Leases have been previously assigned and no part of such rents, for any period subsequent to the date hereof, has been collected in advance of the due date thereof. This Assignment shall be binding upon and inure to benefit of Assignor, Assignee and their respective successors and assigns. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment of Leases and Contracts this day of , 2011, which Assignment is effective this date. ASSIGNOR: IN Name: Title: G-1 WES'IM223653087.7 EXHIBIT "A" LIST OF LEASES AND CONTRACTS G-2 WEST1223653087.7 EXHIBIT "H" RE -AFFIRMATION OF REPRESENTATIONS AND WARRANTIES THIS RE -AFFIRMATION OF REPRESENTATIONS AND WARRANTIES ("Re -Affirmation") is made as of this day of , 2011 by , a ("Seller"). WITNESSETH: WHEREAS, that certain Purchase Agreement dated as of ("Contract") was entered into between Seller and CenterPoint Properties Trust, a Maryland real estate investment trust, as purchaser ("Purchaser"), pertaining to the purchase and sale of the property commonly known as legally described on Exhibit "A" attached hereto and made a part hereof ("Property"); and WHEREAS, as a condition to the closing of the transaction contemplated under the Contract, Seller is required to execute and deliver this Re -Affirmation. NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller. hereby certifies to Purchaser that all of the representations and warranties made by Seller pursuant to the Contract are true and correct as of the date hereof and are reaffirmed and remade as of the date hereof to Purchaser by Seller, except as shown on Schedule * to the Contract and/or Exhibit "B" attached hereto and made a part hereof. This Affirmation has been delivered by Seller to Purchaser pursuant to the terms of the Contract and nothing herein contained is intended to modify the terms of the Contract. The matters addressed hereby are subject to any limitations on liability and survival periods set forth in the Contract. IN WITNESS WHEREOF, Seller has executed and delivered this Re -Affirmation as of the day and year first above written. Name: Title: H-1 wEST\223653087.7 EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1: THOSE PORTIONS OF LOTS 105, 106 AND 107 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE, 50 FEET WIDE, EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE, AS SAID STREETS ARE SHOWN ON SAID TRACT 7923; THENCE NORTH 33' 21' 00" EAST ALONG THE NORTHWESTERLY LINE OF SAID LOT 107, A DISTANCE OF 394.65 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE SOUTH 540 27' 40" EAST ALONG THE NORTHEASTERLY LINE OF SAID LOT 107, A DISTANCE OF 134.17 FEET TO THE BEGINNING OF A TANGENT CURVE THEREIN, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 455.30 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15° 26' 15", AN ARC DISTANCE OF 122.67 FEET; THENCE TANGENT TO SAID CURVE SOUTH 390 01' 25" EAST ALONG THE NORTHEASTERLY LINES OF SAID LOTS 105,106 AND 107, A DISTANCE OF 517.25 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 105; THENCE SOUTH 5 V 00' 14" WEST ALONG THE SOUTHEASTERLY LINE OF SAID LOT 105, A DISTANCE OF 457.22 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "B" IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1942 IN BOOK 19198 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 38' 59' 50" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO. 1 OF AUGUST 20, 1940 IN BOOK 17750 AT PAGE 183, THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3, RECORDED IN BOOK 9787- AT PAGE 9, AND THE NORTHEASTERLY LINE OF PARCEL "C" OF SAID DEED RECORDED IN BOOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C", NORTH 82° 47' 35" WEST 63.04 FEET TO THE EASTERLY LINE OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 70 33' 00" EAST 33.88 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE, NORTH 330 21' 00" EAST 50.02 FEET TO THE POINT OF BEGINNING. EXCEPT ALL OIL, GAS AND OTHER PETROLEUM AND MINERAL SUBSTANCES, BUT WITHOUT THE RIGHT OF SURFACE ENTRY AS RESERVED IN BOOK 20565 PAGE 1, H-2 WEST1223653087.7 OFFICIAL RECORDS, FROM THAT PORTION OF SAID LAND INCLUDED WITHIN THOSE PORTIONS OF LOTS 105,106 AND 107 OF TRACT NO. 7923, IN THE CITY OF MAYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO. 2403 ON APRIL 10, 1952 IN BOOK 38681 AT PAGE 218 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, WHICH MOST WESTERLY CORNER IS A POINT IN THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF FIFTY-SECOND PLACE AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG A SOUTHWESTERLY LINE OF SAID MAYWOOD GLASS PROPERTY AND SAID PROLONGATION SOUTH 540 27' 15" EAST 80.12 FEET TO AN ANGLE POINT IN SAID SOUTHWESTERLY LINE; THENCE CONTINUING ALONG SAID SOUTHWESTERLY LINE AND ALONG THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO. 253 OF NOVEMBER 3, 1938 IN BOOK 16177 AT PAGE 216 OF SAID OFFICIAL RECORDS, SOUTH 380 59' 30" EAST 570.85 FEET TO THE END THEREOF; THENCE ALONG THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF SAID LAST MENTIONED PARCEL, SOUTH 51° 00' 30" WEST 50.00 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "B" IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1942 IN BOOK 19198 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 380 59' 30" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE, TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO. 1 OF AUGUST 20, 1940 IN BOOK 17750 AT PAGE 183, THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3 RECORDED IN BOOK 9787 AT PAGE 9 AND THE NORTHEASTERLY LINE OF PARCEL "C" OF SAID DEED RECORDED IN BOOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C", NORTH 820 47' 15" WEST 63.04 FEET TO THE EASTERLY LINE OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 7° 33' 15" EAST 33.88 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE; NORTH 33' 19' 45" EAST 50.02 FEET TO THE POINT OF BEGINNING. PARCEL 2: AN EASEMENT FOR USE IN COMMON WITH OTHERS, FOR INGRESS AND EGRESS IN AND ON THE PRIVATE STREETS KNOWN AS 52ND PLACE AND 58TH PLACE, IN THE CITY OF MAYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, COVERING THOSE CERTAIN PORTIONS OF LOTS 102 TO 107 INCLUSIVE OF TRACT H-3 WEST 223653087.7 7923, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 OF MAPS, RECORDS OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE; THENCE SOUTHEASTERLY ALONG SAID PROLONGATION 80.12 FEET; THENCE SOUTH 38' 59' 30" EAST 1240.12 FEET TO A POINT IN A LINE PARALLEL WITH THE SOUTHERLY LINE OF SAID LOT 102 AND DISTANT NORTHERLY 50 FEET, MEASURED AT RIGHT ANGLES THEREFROM, WHICH LAST MENTIONED POINT IS DISTANT WESTERLY ALONG SAID PARALLEL LINE 447.23 FEET FROM THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE ALONG SAID PARALLEL LINE; SOUTH 82' 47' 15" EAST 447.23 FEET TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE ALONG SAID PROLONGATION SOUTH 70 33' 15" WEST 50 FEET TO THE SOUTH LINE OF SAID LOT 102; THENCE ALONG SAID SOUTH LINE NORTH 82' 47' 15" WEST 467.05 FEET TO A LINE HEREIN DESIGNATED AS "A", PARALLEL WITH AND DISTANT SOUTHWESTERLY 50 FEET, MEASURED AT RIGHT ANGLES FROM THE ABOVE DESCRIBED LINE NOTED AS HAVING A LENGTH OF 1240.12 FEET; THENCE ALONG SAID PARALLEL LINE NORTH 380 59' 30" WEST 269.59 FEET TO THE NORTHWEST LINE OF SAID LOT 102; THENCE ALONG SAID NORTHWEST LINE SOUTH 510 00' 30" WEST 54.15 FEET TO THE WEST LINE OF SAID LOT 102; THENCE NORTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 103 TO THE NORTHERLY PROLONGATION OF THE WEST LINE OF WOODLAWN AVENUE; THENCE ALONG SAID PROLONGATION NORTH 70 33' 15" EAST 72.25 FEET TO SAID LINE DESIGNATED AS "A", THENCE ALONG SAID LINE "A", NORTH 38° 59' 30" WEST 863.67 FEET TO THE EASTERLY PROLONGATION OF THE SOUTH LINE OF 56TH STREET, THENCE WESTERLY ALONG SAID PROLONGATION, 63.04 FEET TO THE EAST LINE OF HELIOTROPE AVENUE; THENCE NORTHERLY ALONG SAID EAST LINE TO THE POINT OF BEGINNING. EXCEPT ANY PORTION THEREOF WITHIN THE LINES OF PARCEL 1 ABOVE. PARCEL 3: ALL OF LOTS 78 THROUGH 83 INCLUSIVE, THE NORTHWESTERLY 10 FEET AND. THE SOUTHWESTERLY 17 FEET OF LOT 84 AND THE SOUTHWESTERLY 17 FEET OF LOT 85, ALL IN TRACT NO. 7923, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE SOUTHEAST 1 FOOT OF SAID LOT 85. ALSO EXCEPT FROM THE SOUTHWEST 17 FEET OF THE NORTHWEST 10 FEET OF LOT 84 AND THE SOUTHWEST 17 FEET OF LOT 85, ALL OIL, GAS AND OTHER PETROLEUM. OR MINERAL SUBSTANCE IN SAID LAND, AS RESERVED BY STEEL MERCHANTS COMPANY, A CO PARTNERSHIP, BY DEED RECORDED SEPTEMBER 4, 1958 IN BOOK D206 PAGE 140, OFFICIAL RECORDS. H-4 WESM23653087.7 PARCEL 4: LOTS 74, 75, 76 AND 77 OF TRACT 7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APNs: 6314-019-900 and 6314-022-900 H-5 WEST 223653087.7 EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES H-6 WEM223653087.7 EXHIBIT "I" ASSIGNMENT OF INTANGIBLE PROPERTY AND OTHER RIGHTS FOR VALUE RECEIVED, a ("Assignor"), hereby conveys, assigns, transfers, and sets over unto CENTERPOINT PROPERTIES TRUST, a Maryland real. estate investment trust ("Assignee") all the right, title and interest of Assignor in and to any and all intangible property now or hereafter owned, controlled or held by Seller, in Seller's capacity as a property owner, and not in its governmental capacity, solely in connection with the Building and the Personal Property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Building) (collectively, the "Warranties"); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building; (iii) all rights to obtain utility service in connection with the Building and. the Land; (iv) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof (collectively, the "Permits"); (v) all trade marks and trade names. The foregoing shall be collectively referred to herein as the "Intangible Property". All defined terms utilized herein without definition shall have the meaning ascribed to such ,terms in that certain Purchase Agreement dated , by and between Assignor and Assignee. This Assignment shall be binding upon and shall inure to the benefit of Assignor, Assignee and their respective successors and assigns. IN WITNESS WHEREOF, Assignor has executed this Assignment of Intangible Property and Other Rights on this _ day of , 2011, which instrument is effective this date. ASSIGNOR: IC Name: Title: a I-1 WEM223653087.7 EXHIBIT "J" SELLER'S CERTIFICATE The undersigned hereby certifies to CenterPoint Properties Trust, a Maryland real estate investment trust ("CenterPoint") as follows: All keys, if any, to the building located at , have been delivered to CenterPoint as of the date hereof, and 2. Originals of (i) the Lease and all Contracts assigned to CenterPoint pursuant to that certain Assignment of Lease and Contracts of even date herewith from the undersigned in favor of CenterPoint and (ii) all intangible personal property assigned to CenterPoint pursuant to that certain Assignment of Intangible Property and Other Rights of even date herewith from the undersigned in favor of CenterPoint have been delivered to CenterPoint as of the date hereof. Dated as of .2011 Name: Title: J-1 wES`f1223653087.7 EXHIBIT "K" ATTORNMENT LETTER 2011 Re: Notice of Change of Ownership Dear You are hereby notified as follows: 1. As of the date hereof, a has transferred, sold, assigned, and conveyed all of its interest in and to the property commonly known as (the "Property"), to ("New Owner"). 2. New Owner is, as of the date hereof, responsible for your tenants' security deposit, if any, with respect to your leased premises at the Property. 3. Future rental payment with respect to your leased premises at the Property should be made to the New Owner at 2023 Paysphere Circle, Chicago, Illinois 60674. 4. Notices to New Owner should be sent to 1808 Swift Drive, Oak Brook, Illinois 60523- 1501, Attention: Sean P. Maher. Yours truly, FORMER OWNER Name: Title: K-1 wESM23653087.7 EXHIBIT "L" TENANT ESTOPPEL CERTIFICATE Property Name: ("Property") Tenant: To: CenterPoint Properties Trust ("Purchaser") DEFINITIONS: Lease Date: Landlord: Tenant: Security Deposit: Date of Possession: Rent Commencement Date: Monthly Base Rent: Annual Base Rental Amount: Monthly Deposits: Term: Termination Date: Renewal Option(s): Square Footage: Use: Tenants Address For Notices: "Purchaser" proposes to purchase the Property and this Tenant Estoppel Certificate is to be made and delivered in connection with that purchase. The undersigned Tenant under the above -referenced lease dated as of the Lease Date between Landlord and Tenant ("Lease"), certifies, represents, confirms and agrees in favor of Purchaser the following: 1. All of the information set forth on the above schedule is true and correct. 2. The above -described Lease has not been canceled, modified, assigned, extended or amended and contains the entire agreement between Landlord and Tenant except as follows: L-1 WEST 223653087.7 3. Rent has been paid to . There is no Prepaid Rent. The amount of the Security Deposit is as set forth above, which is currently being held by Landlord. 4. Tenant took possession of the leased premises on the Date of Possession, and commenced to pay rent on the Rent Commencement Date, in the amount of the Monthly Base Rent, each payable in advance. Our current Annual Base Rental Amount is as set forth above, payable in equal monthly installments, subject to percentage rental, common area maintenance charges, escalation charges and other charges in accordance with the terms and provisions of the Lease, which as of the date hereof total the Monthly Deposit Amount, each payable in equal monthly installments in advance. We are currently in occupancy of the leased premises. No "discounts", "free rent", "discounted rent" or "abatements of rent" have been agreed to or are in effect. 5. The Lease is for the Term set forth above and ending on the Termination Date, and we have the Renewal Option(s) set forth above. 6. All space and improvements covered by the Lease have been completed and furnished to the satisfaction of Tenant, all conditions required under the Lease have been met, and Tenant has accepted and taken possession of the leased premises on the Date of Possession as set forth above and presently occupies the leased premises, presently consisting of the Square Footage as set forth above. 7. The Lease is (a) in full force and effect, and (b) free from default by both Landlord and Tenant; and we have no claims, liens, charges or credits against Landlord or offsets against rent. 8. The undersigned has not assigned or sublet the Lease, nor does the undersigned hold the Property under assignment or sublease. 9. There are no other agreements written or oral, between the undersigned and Landlord with respect to the Lease and/or the leased premises and building. Landlord has satisfied all commitments, arrangements or understandings made to induce Tenant to enter into the Lease, and Landlord is not in any respect in default in the performance of the terms and provisions of the Lease, nor is there now any fact or condition which, with notice or lapse of time or both, would become such a default. 10. The leased premises are currently being used for the Use set forth above. 11. Tenant is maintaining (free of default) all insurance policies that the Lease requires Tenant to maintain. 12. Neither Landlord nor Purchaser nor any of their respective successor or assigns, has or will have any personal liability of any kind or nature under or in connection with the Lease; and, in the event of a default by Landlord or Purchaser under the Lease, Tenant shall look solely to Landlord's or Purchaser's interest in the building in which the leased premises are located. 13. Tenant is not in any respect in default under the terms and provisions of the Lease (nor is there now any fact or condition which, with notice or lapse of time or both, would become such a default), and Tenant has not assigned, transferred or hypothecated its interest under the Lease. 14. Tenant (i) does not have any option or preferential right to purchase all or any part of the leased premises or all or any part of the building of which the leased premises are a part; and (ii) does not have any right, title or interest with respect to the leased premises other than as lessee under the Lease. L-2 wEM223653087.7 15. We understand that Purchaser is planning to purchase the Property on which the leased premises is located to Purchaser, and we agree to make all payments required under the Lease to Purchaser upon our receipt of notice from Landlord and/or Purchaser. Further, upon receipt of such notice, we will thereafter look to Purchaser and not Landlord as the landlord under the Lease. We agree to give all notices required to be given by us to Landlord under the Lease to Purchaser upon our receipt of said notice. 16. The statements contained herein may be relied upon by Purchaser and by any prospective purchaser or lender of the Property. 17. If Tenant is a Corporation, the undersigned is a duly appointed officer of the corporation signing this Agreement, and is the incumbent in the office indicated under his or her name. If Tenant is a . partnership or joint venture, the undersigned is a duly appointed partner or officer of the partnership or joint venture signing this certificate. In any event, the undersigned individual is duly authorized to execute this Agreement on behalf of Tenant. 18. Tenant (a) executes this certificate with the understanding that Purchaser is contemplating purchasing the Property, and that if Purchaser purchases the Property, Lender will do so in material reliance on this certificate; and (b) agrees that the certifications and representations made herein shall survive such acquisition. 19. The current address to which all notices to Tenant as required under the Lease should be sent is the Tenant's Address for Notices. 20. Purchaser's rights hereunder shall inure to its successors and assigns. 21. Tenant is obligated under the Lease to pay the real estate taxes which are assessed against the Property in a calendar year. Tenant is obligated to pay to Landlord the real estate taxes assessed against the Property during the last year of the term upon Landlord's receipt of a real estate tax bill with respect thereto, even though the Lease term may have expired and Tenant has vacated the Property prior to the issuance of said real estate tax bill. IN WITNESS WHEREOF, Tenant has executed this estoppel certificate as of this day of , 2011. Name: Title: L-3 wES17\223653087.7 SCHEDULE8 Disclosures to Representations and Warranties None, Schedule 8 WES'n223653087.7 CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: July 20, 2011 TO: Alex Kung, Senior Accounting Manager Mark Whitworth, City Administrator/Fire Chief FROM: Willard Yamaguchi, City Cler RE: Resolution No. 2011-130 — A Resol ion of the City Council of the City of Vernon Approving and Authorizing the Execution of a Purchase and Sale Agreement and Authorizing the Execution of Escrow Instructions for the Sale of Real Property Located at 5555 District Boulevard Transmitted herewith is a copy of Resolution No. 2011-130 referenced above, which was approved by City Council on July 19, 2011. Thank you. WY:dj Attachment c: Resolution No. 2011-130 OLA Piper LLP (us) 55.0 South Hope Street, Suite 2300 ®LA PIPER Los Angeles, California 90071-2678 www.dlapiper.com Jessica Fluehr jessica.fluehr@dlapiper.corn T 213.330,7131 F 213.330,7531 July 19, 2011 VIA FACSIMILE AND OVERNIGHT DELIVERY James N. Clewlow CenterPoint Properties Trust 1808 Swift Drive Oak Brook, Illinois 6.0523-1501 Facsimile: 630.5.86,8010 Mark S. Richmond, Esq. Richmond Breslin LLP 233 South Wacker Drive, Suite 5775 Chicago, Illinois 60606 Facsimile: 312.258.0977 Re: Notice of Vernon City Council Approval of Purchase Agreement by and between " CenterPoint Properties Trust, a Maryland real estate investment trust ("Purchaser"), and The City of Vernon, California ("Seller"), dated as of July 19, 2011 (the "Purchase Agreement"). Dear Mr. Clewlow:` This notice is being delivered pursuant to Section 9B of the Purchase Agreement. Seller hereby notifies Purchaser that the City Council of the City of Vernon approved the Purchase Agreement at the Vernon City Council meeting held on July 19, 2011 and Seller has executed the Purchase Agreement. Pursuant to and in accordance with Section 7A of the Purchase Agreement the Inspection Period (as defined in the Purchase Agreement) shall commence on Wednesday,July 20, 2011, Very truly yours, DL iper S} c4f Jessica A. 1 hr cc: Mr. Alex Kung (via electronic mail) Mr. Mark Whitworth (via electronic mail) Mr. Kevin Wilson (via electronic snail} Michael D. Hamilton, Esq. (via. electronic mail) Mr. John McMillan (via electronic marl) Jerome R. Richman, Esq. (via electronic mail) WEST\224078420.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made and entered. into as of this 19 thday of July, 2011 ("Agreement") by and between CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust ("Purchaser") and THE CITY OF VERNON, CALIFORNIA ("Seller"). RECITALS A. Seller currently owns fee simple title and an: easement with respect to certain real estate located in City of Vernon, California, legally described in Exhibit "A" attached hereto and made a part hereof ("Land"). $. Purchaser desires to purchase from. Seller and Seller desires to sell to Purchaser the Project (as hereinafter defined) in accordance with the terms and conditionshereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and of Purchaser's agreement to use due diligence in its inspection and. review during the `Inspection Period (as hereinafter defined), the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereby agree as follows: 1." Amement to Purchase. Subject to the terms and conditions of this Agreement and the above recitals which are by this reference incorporated herein, Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller all of Seller's right, title and interest, if any, in and to the following described property (collectively, "Project"): A. The Land and all rights, privileges, easements and appurtenances to the Land owned by Seller, including, without limitation, all mineral rights, easements, rights -of -way, gas and hydrocarbons, and other appurtenances used or connected with the beneficial use or enjoyment of the Land; and all right, title and interest of Seller in and to all streets, water courses or water bodies adjacent to, abutting or serving the Land. B. That certain building located upon the Land and identified with the common street address of 5555 District Blvd., Vernon, California, and all other improvements, structures, elevators, fixtures, parking areas and other improvements of any kind or nature whatsoever now or hereafter located on the Land (collectively, `Building") (the Land and Building are sometimes collectively, the "Real Property") C. All equipment, apparatus, machinery, cranes., appliances, furnishings, signs, site plans, surveys, soil and substrata. studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans and other plans or studies of any kind, leasing brochures, market studies, tenant data sheets and other supplies, fixtures and personal and tangible property owned by Seller and used or usable in connection with the operation and ownership of the Building or the Land ("Personal Property"). D. All intangible property now or hereafter owned, controlled or held by Seller between the date hereof and the Closing (as hereinafter defined), solely in connection with the Building and the Personal Property, including, but not limited to: (i) all guaranties and, warranties, including guaranties and warranties pertaining to construction of the Building (collectively, "Warranties"); (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building; (hi) all rights to obtain utility service in connection with the Building and the Land; (iv) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof 1 wES11223653087.7 (collectively, "Permits") (v) all contracts and contract rights identified on Exhibit "B" attached hereto and made a part hereof (collectively, "Project Contracts"), which are Assumed Contracts (as hereinafter defined); and (vi) all trade marks and trade names (all of the foregoing are collectively, "Intangible Property') E. All of Seller's right, title and interest as landlord under any leases, possessory licenses and concession agreements ("Leases"),' a schedule identifying same and listing. the relevant terms of all of which are listed on Exhibit "C attached hereto and incorporated herein by reference, together with any guarantees thereof and security deposits thereunder, including without limitation that certain Ground Lease :dated as of October 28, 2005 (the "Ground Lease") by and between the Redevelopment Agency of the City of Vernon and Matheson Tri-Gas, Inc., a Delaware corporation ("Tenant"). 2. Purchase Price. Subject to ;prorations and credits hereinafter provided, the Purchase Price ("Purchase Price") for the Project shall be Eight Million and No/100 Dollars ($8,000,000.00), which shall be payable and. allocated as follows: A. Earnest Money. Purchaser shall deliver to the Los Angeles office of Chicago Title and Trust Company ("Escrowee"), located at 700 South Flower Street, Suite 800, Los Angeles, California 90017, the sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) as earnest money ("Initial Deposit') within five (5)` days after the full execution and delivery of this Agreement. In addition, in the event that Purchaser does not elect to terminate this Agreement pursuant to Section 7A or 9B herein, then Purchaser shall deliver to Es-crowee the sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000..00) as additional earnest.money ("Additional Deposit") within five (5) .days after the expiration of the Inspection Period (as herein defined) (said Initial Deposit and. Additional Deposit, including any and all interest accrued thereon, is collectively., the "Earnest Money"), The Earnest Money shall be held in a joint order escrow to be entered into between Seller and.Purchaser with Escrowee in the form of Exhibit "A" attached hereto :and made a part, hereof, and shall be invested for Purchaser's benefit and all income earned thereon shall be: paid to Purchaser. The Earnest Money shall be applied toward the Purchase Price at Closing (as hereinafter defined). B. Balance. At least one (1) business day prior to the Closing Date (as hereinafter defined), Purchaser shall deposit with Escrowee the balance of the Purchase Price in cash, or by certified or cashier's check or Federal wiree transfer, together with such additional funds for Purchaser's share of closing costs and prorations as may be required pursuant to this Agreement. 3. Closing. Subject to the terms and conditions contained in this Agreement, the consummation of the transaction that is herein contemplated ("Closing") shall take place on the date ("Closing Date") fifteen (15) days after the expiration of the Inspection Period or such other date as mutually agreed between Seller and Purchaser. The transaction herein contemplated shall be closed through an .escrow with Chicago Title Insurance Company ("Title Company") in Los Angeles, California,. 700 South Flower Street, Suite 800, Los Angeles, California 90017, on the Closing Date, in accordance with the general provisions of the usual form of escrow agreement then in use by Title Company, with such special provisions inserted in the escrow agreement as may be. required to conform with this Agreement, provided that in all cases such escrow agreement is consistent with the terms and conditions herein ("Escrow"). Upon the creation of the Escrow., anything herein to the contrary notwithstanding, 'payment of the Purchase Price and delivery of the Deed (as hereinafter defined) and other documents to be delivered pursuant to Section 6 below, shall be made through the Escrow. If the Closing has not occurred on or before the Closing Date, and provided that the same is :not the result of a default by Seller or Purchaser, then either Seller or Purchaser may, by notice. to the other, terminate this Agreement, in which case this Agreement and the obligations set forth herein shall thereafter be without 2 WESm1223653087.7 further force and effect (other than such obligations which are stated to survive) and any and all funds deposited by any party hereto shall be returned to the party otherwise entitled to the same pursuant hereto. 4. Documents to be Delivered by Seller Immediately. Seller hereby certifies to Purchaser that Seller shall make available electronically or at Seller's offices to Purchaser all of the following pertaining to the Project to the extent in Seller's possession (collectively, the "Property Information"); A. The certificates of occupancy for the Project; B. An ALTA survey dated January 2005 prepared by Mollen Hauer Group; C. A true, correct and complete copy of "as -built" plans and specifications for the Building that Seller obtained when it purchased the Project, and any modifications or amendments thereto, if any; D. True, correct, and complete copies of any reports or . studies (including engineering; soil boring and physical inspection reports_ in respect of the physical condition or operation of the Project or recommended improvements thereto that Seller obtained when it purchased the Project, if any; E. A copy of the bill or bills issued for the three (3) most recent years for which bills have been issued for all real estate taxes and personal property taxes and a copy of any and all notices pertaining to real estate taxes or assessments applicable to the Project. In the event that any taxes or assessments for said years have been appealed, Seller shall provide Purchaser with copies of all petitions for appeal and evidence of full payment of the- cost of any such appeals including the full payment of attorneys' fees. F. True and correct copies of all insurance .policies (or certificates thereof) carried by Seller with respect to the Project together with copies of all claims and settlements on insurance policies within the past three (3) years. G. Copies of all Project. Contracts, if any, or if no such Project Contracts exist; Seller's written certification thereof. H. A schedule listing all Personal Property, if any, to be conveyed to Purchaser at Closing. I: True, correct and complete copies of the Leases, including the Ground Lease_ J. Income and expense statements (the "Financial Statements") for the Project for the years 2009 and 201.0_ K. A listing of all `items of Personal Property and Intangible Property, if any, which are now located on the Land or Building or used in connection with the operation of the Project which will not be transferred or conveyed to Purchaser (said items are the "Excluded Property".). L. Copies . of all guaranties, warranties and other documents or instruments evidencing or relating .to the Building, Personal Property and the Intangible Property issued for the benefit of Seller, if any. r1 WEST1223653087.7 M. Copies of all contracts for construction, repair or capital replacement by Seller to be performed at the Project or covering such work performed during the two (2) years immediately preceding the date hereof, if any. N. List of lawsuits, if any, pertaining to Seller relating, to the Project, or if there are none, a written certification from Seller to that effect. O. List of all employees of Seller, if any, exclusively engaged in the operation and maintenance of the Project, or if there are none, a written certification from Seller to that effect. P. A Property disclosure report ("Disclosure Report.") containing the natural hazard disclosures, if any, which may be required'to be made by Seller under California Public Resources Code Section 2621.9(a) (Earthquake Fault Zone), California. Public Resources Code Section 2694(a) (Seismic Hazard Zone), California Government Code Section 8589.3(a) (Special Flood Hazard Area), Public Resources Code §4291, Government Code §51178 et seq. §51183.5 (Fire Hazard), California. Health and. Safety Code §19211 (Water Heaters), Health and Safety Code §26140, et seq. (Mold) or Federal law, i.e. 42 U.S.C. §5154a or California Government Code Section 8589.4(a) (Area of Potential Flooding). Buyer acknowledges that Seller will employ the services of Disclosure Source ("Natural Hazard Expert') to examine the maps and other information specifically made available to the public by government agencies and to report the results .of its examination to Purchaser in writing in the Disclosure Report.. The written report prepared. by the Natural Hazard Expert regarding the results of its examination fully and completely discharges Seller from its disclosure obligations, if any, with respect to the laws referenced above and any other laws covering matters addressed by the Disclosure Report, and, for the purposes of this Agreement, the provisions of California Civil Code Section 1103.4 regarding the non -liability of Seller for errors and/or omissions not within its personal knowledge :shall be deemed to apply, and the Natural Hazard. Expert shall be deemed to be an expert dealing with matters within the scope of its expertise with respect to the examination and written report regarding the natural hazards referred to above. Q. If (1) the improvements on the Land were constructed prior to 1975, and (2) said improvements include structures with (i) pre -cast (e.g. tilt -up) concrete or reinforced masonry walls together with wood frame floors or roofs or (i_i) unreinforced masonry walls, a copy of The Commercial Property Owner's Guide to Earthquake Safety ("Booklet") published by the California Seismic Safety Commission. Notwithstanding anything to the contrary contained herein, Purchaser shall not have a right to review or inspect, and Seller is not obligated to provide to or make available to Purchaser, any memoranda, correspondence, analyses., documents or reports that. Seller reasonably deems is (a) confidential, (b) proprietary, (c) covered. by the attorney -client privilege or (d) subject to restrictions on disclosure by contract or applicable law (collectively, "Seller's Confidential Materials"). Without limitation thereto, Seller's Confidential Materials shall include any information delivered to the Seller by any tenant or occupant of the Project which information was delivered to Seller in Seller's governmental capacity and not in Seller's capacity solely as a landlord or owner of the Property (such as but not limited to proprietary plans and. specifications for any equipment used at. the Property which was submitted to Seller for purposes of the issuance by Seller of any operating or building permits), 4 WEs7\223653087.7 5. Title and Survey. A. Conditions of Title. Good and marketable fee simple title to the Real Property including the Easement shall be conveyed by Seller to Purchaser or its nominee by a grant deed (".Deed"), subject only to the Permitted Exceptions (as hereinafter defined). 13. Title. (i) Title Insurance Commitment. No later than ten (10) days after the date hereof, Seller shall deliver to Purchaser (a) a preliminary title report (the "Commitment") for an Owner's Polley of Title Insurance issued by Title Company showing title to the Property in Seller, and (b) legible copies of all documents cited, raised as exceptions or noted in the Commitment (the `Title Documents"). (ii) Title Approval. Purchaser shall have a period of five (5) business days from the later of (a) receipt of the Survey (as hereinafter defined), (b) the Commitment, (c) the. Title Documents, and (d) the commencement of the Inspection Period ("Title Review Period") in which to review the Commitment, the Survey and the Title Documents and deliver to Seller, at Purchaser's election, in writing, such objections as Purchaser may have to any matters contained in the Commitment, TitleDocuments or Survey ("Purchaser's Objection Notice"; Any of said objections listed. on Purchaser's Objection Notice are deemed the "Objectionable Exceptions"). If Seller has not received such written notice from Purchaser by the end of the Title Review Period, Purchaser shall be deemed to have unconditionally approved the condition of title to. the Property, the Commitment, the Title Documents: and the Survey, except that prior to the Closing Date, Seller shall be required to remove or endorse` over any liens secured by deeds of trust securing loans made to. Seller (herein "Monetary Liens")., Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title objections, To the extent Purchaser timely delivers a Purchaser's Objection Notice, then Seller shall deliver, no later than two (2) days prior to the end of the Inspection Period, written notice to Purchaser identifying_ which disapproved items (other than Monetary Liens) Seller shall undertake to cure or not cure ("Seller's Response'). If Seller does not deliver a Seller's Response prior to such date, Seller shall be deemed to have elected to not remove or otherwise cure any of the Objectionable Exceptions. If Seller elects, .or is deemed to have elected, not to remove or otherwise cure an Objectionable Exception, Purchaser shall have until the expiration of the Inspection :Period to terminate this Agreement. If Purchaser does not so terminate prior to the expiration of the Inspection Period, Purchaser shall be deemed to have approved the Objectionable Exceptions( other than Monetary Liens) and proceed with the transaction, in which case all exceptions to title listed on Schedule B of the Commitment as of the expiration of the Inspection Period and all matters contained in the Survey shall conclusively be deemed to constitute Permitted Exceptions. The parties agree to amend this Agreement promptly after the expiration of the Inspection Period to attach to this Agreement, -as Exhibit "E", the Permitted Exceptions determined pursuant to this Section 5.13ii (iii) Subsequent Title Exceptions. lf. an .exception to title or other title defect: other than a Permitted Exception is added to the Commitment subsequent to the date hereof, but prior to the Closing Date ("New Exceptions"), then, Purchaser may deliver a subsequent Purchaser's Objection Notice with respect thereto and the process above shall be repeated, except that the deadline for which Seller's Response shall be due 5 WESn223653087.7 is three (3) business days after receipt of the new Purchaser's Objection Notice, and the deadline for Purchaser's response to Seller's Response shall be three (3) business days after Seller's Response. C. Title Policy. It shall be a condition to the Closing that Title Company issue to Purchaser an ALTA 2006 Owner's Policy of Title .Insurance ("Title Policy") or irrevocable commitment to issue same covering the Project in the amount of the Purchase Price, showing fee simple title vested in Purchaser, with extended coverage over all general exceptions and containing the following endorsements: (i) an ALTA 3.1 zoning endorsement with parking, (ii) an access endorsement, (iii) a'subdivision endorsement, (iv) a utility facility endorsement, (v) a restrictions endorsement insuring over the recorded covenants„ conditions or restrictions of record, (vi) an endorsement insuring that the real estate tax bills relating to the Real Property do not include real estate taxes pertaining to any other real estate, (vii) a contiguity endorsement, if applicable, (viii) encroachment endorsements,if applicable, and (ix) a survey endorsement subject only to (a) general taxes not yet due or .payable, (b) any matters listed on Exhibit "E" attached. (or to be attached) hereto and incorporated herein, (c) rights of tenant(s) under the Lease(s), (d) matters created by, through or under Purchaser and (e) the standard printed exceptions (collectively, "Permitted Exceptions"). D. Survey, Purchaser may, at its sole cost and expense; obtain a survey dated subsequent to the date hereof, prepared by a land surveyor licensed in California and certified to have been prepared in accordance with the most recent ALTA Land Survey Standards for urban properties (and containing those Table A items as requested by Purchaser) for the benefit of Purchaser and Title Company ("Survey"). 6. Documents to be Delivered by Seller at Closing. A. Seller's Closing Documents. Seller shall deliver to Escrowee, pursuant to the Escrow, one (1) business day prior to the Closing Date, the following documents, all of which shall be subject to Purchaser's prior review and approval as to form, scope and substance, the delivery of all of which shall be a specific condition to Closing: O The Deed, (ii) A bill of sale executed by Seller in the form of Exhibit "F" attached hereto and made a part hereof; (iii) An original executed assignment of (i) the Leases and (ii) all Project Contracts which Purchaser elects, by written notice to Seller given. prior to the Closing Date to assume ("Assumed Contracts"), in the form of Exhibit "G" attached hereto and made a.part hereof ("Assignment of Leases and Contracts"); (iv) A non -foreign certificate. in accordance with the provisions of Section 19 hereof; (v) To the extent in Seller's possession, all of the insurance certificates as required under to be delivered by the tenant(s) under the Lease(s); (vi) A certificate from. Seller stating that the representations and warranties set forth in Section 8 are true and correct in all material respects as of the date of Closing in the form of Exhibit "H" attached hereto and made a part hereof; 6 WESM236530873 (vii) An original executed assignment of the Intangible Property (other than the Assumed Contracts) in the form of Exhibit "I" attached hereto and made apart hereof ('Assignment of Intangible Property") (viii) A certificate of Seller certifying to Purchaser (a) all keys, (b) an original copy of the Teases, (c) original copies of the Assumed Contracts, and (d) copies of all Intangible Property were delivered to Purchaser as of the Closing Date, in the form of.Exhibit "J" attached hereto and made a part hereof; (ix) An ALTA statement or California equivalent; (x..) A personal "CAP" undertaking of Seller (if necessary); (xi) Attornment letters executed by Seller addressed to each tenant under the Leases in the form of Exhibit "K" attached hereto and made a part hereof; (xii) Such proof of Seller's authority and authorization to enter into this Agreement and perform Seller's obligations under this Agreement as may be reasonably required by Title Company; and. (xiii) Such other documents as Purchaser may reasonably request to enable Purchaser to consummate the transaction contemplated by this Agreement; provided none of said additional documents imposes any cost or obligation upon Seller not otherwise ,specifically imposed upon Seller pursuant to the terms of this Agreement. B, Purchaser's Closing -Document s.Purchaser shall deliver to Escrowee pursuant to the Escrow, one (1) business day prior to the Closing Date, the following monies and documents, the delivery of all of which shall constitute a specific condition to Closing. (i) The balance of the Purchase Price, plus or minus prorations, plus Purchaser's share of Closing costs pursuant to the terms of this Agreement; (ii) An original executed counterpart of the Assignment of Leases and Contracts; OR), An original executed counterpart of the Assignment of Intangible Property; (iv) Proof of Purchaser's authority and authorization to enter into this Agreement and perform Purchaser's obligations under this Agreement as may be reasonably required by Title Company; and (v) Such other documents as Seller may reasonably request to enable Seller to consummate the transaction contemplated by this Agreement, providedd none of said additional documents impose any cost or obligation upon Purchaser not. otherwise specifically imposed upon Purchaser pursuant to the terms of this Agreement. C. Joint Closing Documents. Each. of Seller and Purchaser shall deliver to Escrowee, pursuant to the Escrow, and the parties hereby covenant and agree to deliver to Escrowee on or before the Closing Date, the mutual delivery of which shall be a specific condition to Closing: 7 WESTQ23653087:7 (i) Three (3) copies of the Closing Statement, prepared in strict accordance with Section 10 hereof; (ii) A statement of documentary transfer tax due, together with a request that the tax declaration not be made a. part of the permanent record; and (iii) A joint direction to Escrowee to deposit the Earnest Money into the Escrow. 7. Inspection Period.. A. Subject to the rights of the tenants, and with the prior consent of and. coordination with Seller (not to be unreasonably withheld, conditioned or delayed), at all times prior to Closing, including times following the "Inspection Period" (as defined below), Purchaser, its agents and representatives shall be entitled to conduct an inspection (herein referred to as "Basic Project Inspection"), which will include, but shall not be limited to, the rights to: (i) during normal business hours on any business day, enter upon the Real Property upon at least three (3) business days advance notice, to perform inspections and. tests of the Project, including, but not limited to, inspection, evaluation and testing of the heating, ventilation and air-conditioning systems and all components thereof, the roof of the Building, the parking lots, all structural and mechanical systems within the Building, including, but not limited to, .sprinkler systems, power lines and panels, air lines and compressors, automatic doors, tanks, pumps and plumbing, and all equipment, vehicles, and Personal Property; (ii) examine and copy any and all books, records, tax returns, correspondence, financial data, leases, and all other contracts, agreements, documents and matters, public or private, in the possession or control of Seller or its agents, relating to receipts and expenditures pertaining to the Project for the entire period of Seller's ownership thereof, including the three (3) most recent full calendar years and the current calendar year; (iii) make investigations with regard to zoning, environmental, building,. code and other -legal requirements including, but not limited to, an environmental "Assessment'.' as specified in Section 713 below including (but not limited to) an analysis of the presence of any asbestos, chlordane, formaldehyde or other Hazardous Material (as hereinafter defined) in, under or upon the Project; (iv) make or obtain market studies and real estate tax analyses; (v) interview any tenant at the Project with respect to its current and prospective occupancy at the Project; and (vi) analyze the financial feasibility of ownership of the Project.. If Purchaser, in its sole and absolute discretion, elects to terminate this Agreement for any reason whatsoever, or for no reason, then Purchaser may terminate this Agreement by written notice to Seller, given not later than the last day of the Inspection Period. Upon such termination, the Initial Deposit, together with all interest thereon, shall be returned immediately to Purchaser and neither party shall have any further liability to the other hereunder. As used herein, "Inspectio.n Period" shall mean the period from and after the date Purchaser receives the City Council Decision Notice (as defined in Section 913 hereof), notifying Purchaser that the City Council of Vernon, California has approved this Agreement and the transaction contempiated,herein, through and including the thirtieth (30th) day thereafter. The parties hereto acknowledge that Purchaser will expend material sums of money in. reliance on Seller's obligations under this Agreement, in connection with negotiating and executing this Agreement, furnishing the Earnest Money, conducting the inspections contemplated by this Section 7 and preparing for Closing, and that Purchaser would not have entered into this Agreement without the availability of an Inspection Period. The parties therefore agree that adequate consideration exists to support Seller's obligations. hereunder, even before expiration of the Inspection Period. Notwithstanding anything to the contrary contained herein, the effect of any representations, warranties or undertakings 'made by Seller in this WEM223653097.7 Agreement shall not be diminished, abrogated, or compromised by the Basic Project Inspection or any Assessment or other inspections, tests or investigations made: by Purchaser. B, Subject to the rights of the tenant(s), and with the prior consent of and coordination with Seller (not to be unreasonably withheld, conditioned or delayed), during the Inspection Period,. Purchaser or Purchaser's agent(s) shall have the right to employ one or more environmental consultants or other professional(s) to perform or complete a. so-called "Phase P' and/or "Phase II" environmental inspection and assessment (herein referred to as the "Assessment") of the Project. Purchaser and its consultants shall also have the right to undertake or complete a technical review of all documentation, reports, plans, studies and information in possession or control of Seller,, or its past or present environmental consultants, concerning or in any way related to the environmental condition of the Project, excluding Seller's Confidential Materials. In order to facilitate the Assessment, and technical review, Seller shall reasonably cooperate (but without third partyexpense to Seller) with Purchaser and its environmental consultants, including, without limitation, providing access to all files (excluding Seller's Confidential Information) and fully and completely answering all questions (excluding information that Seiler is aware of relating to or derived from Seller's Confidential Information), The Assessment shall evaluate the present and past uses of 'the Project, and the presence on, in or under the Land (and on, in or under land sufficiently proximate to the Project) of any Hazardous Materials. C. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections (including, but not limited to, the Assessment), performed at the Project pursuant to this Section 7 to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenants. In the event that, as a result of Purchaser's exercise of its rights under Section 7A and 713, any damage occurs to the Project, then Purchaser shall promptly repair such damage, at Purchaser's sole cost and expense, so as to return the Project to substantially the same condition. Purchaser hereby indemnifies, protects, defends and holds Seller harmless from and against any and all losses, damages, causes of action, judgments, damages, costs and expenses that Seller actually suffers or incurs as a direct result of any damage causedat, to, in, or at the Project during the course of, or as a result of, any or all of the studies, investigations and inspections (including, but not limited to, the Assessment), that Purchaser elects to perform (or cause to be performed) pursuant to this Section 7, $: Representations and Warranties of Seller. A. Seller's Representations and Warranties. Subject to disclosures set forth on Schedule 8, in order to induce Purchaser to enter into this Agreement, Seller hereby represents and warrants to .Purchaser as follows, and all of the foregoing and as a condition to the Closing, the following representations and warranties shall be true and correct as of the Closing Date (and the truth and accuracy of which shall constitute a condition to the disbursement of the Purchase Price in accordance with the terms of the Escrow and this Agreement): (i) To Seller's knowledge, Seller is nota party to any contract, agreement. or commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar.rights or otherwise dispose of any portion or portions of the Project. To Seller's knowledge, neither Seller nor any person or entity claiming by, through or under Seller has or will have, at any time or times prior to the Closing, done or suffered anything whereby any lien, encumbrance, claim or right of others has been or will be created on or against the Project or any part thereof or interest therein, except for the Permitted Exceptions: 9 WESM23653087.7 (ii) To Seller's knowledge, as of Closing, except as created by this Agreement, there will be no obligations or liabilities of any kind or nature whatsoever, actual or contingent, 'including, but not limited to, any tax liabilities, contract. liabilities or tort liabilities for which or to which Purchaser or the Project will be liable or subject, except for non -delinquent obligations and. liabilities accrued and thereafter accruing under the Permitted Exceptions. (iii) Subject to Section 9B, this Agreement has been duly authorized and executed on behalf of Seller and constitutes a valid and binding agreement, enforceable in accordance with its terms. Subject to Section 9B, Seller has obtained or will obtain prior to Closing all consents, releases and permissions and given all required notifications; related to the transactions herein contemplated and required under any covenant, agreement; encumbrance, law err regulation 'to which. Seller is a party or by which Seller is bound. (iv) To Seller's knowledge, the facilities servicing the Project are in compliance with all governmental rules and regulations. (v) To Seller's knowledge, (a) all building permits, certificates of occupancy, business licenses and, without limitation,; all other notices, licenses, permits, certificates and authority, required in connection with the construction, use or occupancy of the Project by Seller have been obtained and are in effect and in good standing, and (b) the leasing, operation anduse of the Project by Seller is in compliance, in all material respects, with such notices, licenses, permits, certificates and authority.. (vi) To Seller's knowledge, there are no unsatisfied requests for repairs, restorations or improvements by Seller from any person, entity or authority, including, but not limited to, Tenant, any lender, insurance carrier or government authority. Seller has no actual knowledge of, or notice of, any claims of any governmental agency to the effect that the construction, operation or use of any of the Project by Seller is in violation of any applicable law, ordinance, rule, regulation or order or that any such claim or any investigation with respect thereto is under consideration. (vii) True and complete copies of all Project Contracts have been delivered to Purchaser. Seller is not aware that any of the Project Contracts or Permitted Exceptions violates any applicable state, federal or local law, rule or regulation. (viii) Seller is riot or will not at the Closing be in default in respect of any of its obligations or liabilities pertaining to the Project (including, but not limited to, such obligations and liabilities under the Permitted Exceptions,' Project Contracts or Leases), or to its knowledge, by any other party thereto, and without limitation, to the knowledge of Seller, no event has occurred which, with the giving of notice or passage of time, or both, would give rise to any such default under any of the same. (ix) There is no litigation pending or to the knowledge of Seller; threatened, against Seller with respect to the Project, including, without. limitation, proceedings for or involving collections, condemnation, eminent domain, alleged building 'code or environmental or zoning violations, or personal injuries or property damage alleged to have occurred on the Project of by reason of the condition, use of, or operations on, the Project. 10 WHSTV23453087.7 (x) To SelIer's ,knowledge; the information with respect to the Project supplied to Purchaser in connection_ with and as an 'inducement, to entering into this Agreement and, the Financial Statements, if any, as of their respective dates do not and did not contain any untrue statement of a material fact or omit to state a fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect, and, subsequent to the, date of such information and Financial Statements (except as described in or contemplated by such information of Financial Statements). (xi) To Seller's knowledge, Seller has received no notice from any municipal, state, federal or other governmental authority of zoning, building, fire; water, use, health, environmentalor other statute, ordinance, code or regulatory violations issued in respect of the Project which have not been heretofore corrected. (xii) To Seller's knowledge, Seller has not received any notice from any insurance carrier of, nor is aware of, defects or inadequacies in the Project which if not corrected would result in termination of insurance coverage maintained by Seller, increase its cost or otherwise affect the insurability of the Project (for coverages maintained by Seller). (xiil) Seller has furnished Purchaser with true and complete copies of all Leases and other agreements, including all guaranties thereof and amendments thereto and modifications thereof, in each case to which, it is a party affecting the Project. Except as otherwise set forth in the Schedule of Leases attached hereto as Exhibit "C"; (a) the Leases are in effect and the term of the :same and the obligation to pay rent thereunder has commenced and each tenant thereunder is in possession thereof and all tenant improvements required under the provisions thereof to be constructed by the. landlord are completed; (b) no tenant under the Leases. has prepaid any cent or other charges;. (c) the Leases are free from default material by the landlord; (d) to the knowledge of Seller, no tenant is in material default under any of the Leases and no circumstance exists which with notice or the passage of time or both, would. give rise to such a default; (e).no tenant is entitled to any rebate, rental concession, free.rent period or set off under any of the. Leases and to Seller's knowledge, no tenant is making any claim against Seller or the Project under any of the Leases; (f) all brokerage commissions with respect to the Leases have been paid in full and there are no commissions. payable with respect to renewals or extensions of the Leases; (g) neither Seller nor any agent of Seller has executed any exclusive brokerage agencies in relation to the Property (other than any brokerage agreement relating to the sale of the Project as contemplated herein, which is addressed in Section 16 below); (h) there are no unsatisfied obligations wherein rent and other obligations of the tenant in other buildings assumed by the landlord or obligations imposed. upon the landlord to take back; sublease or relet the tenant's space or any portion thereof in the Project; (i) neither Seller nor any related party of Seller nor any person having a relationship to. Seller described in 1RC Section 267(b) is a tenant or has an ownership interest, either direct or indirect, in a tenant under any of the Leases; 0) no security deposit has been applied toward the payment of any rent or other charge under any of the Leases; and (k) none` of the Leases contains any option to purchase the Project or grants the tenant any right of refusal or option to purchase the Project. B. Seller's .Knowledge. Whenever phrases such as "to Seller's knowledge" or "Seller has no knowledge" or similar phrases are used in the foregoing representations and warranties, they will be deemed torefer exclusively to matters within the current actual (as opposed to constructive) knowledge' of Mark Whitworth and/or Kevin Wilson (each a "Seller's 1.1 , WESTR223653087.7 Representative")_ No duty of .inquiry or investigation on the partof Seller or Seller's Representative will be required or implied by the making of any representation or warranty which is so limited to matters within Seller's actual knowledge, and in no event shall Seller's Representative have any personal liability therefor. C. Survival. All of the foregoing representations and warranties of Seller will survive Closing for a period of twelve (12) months after the Closing Date. No claim for a breach of any representation or warranty of Stiller will be actionable or payable if (i) Purchaser does not notify Seller in writing of such breach and commence a "legal action" thereon within said twelve (12) months, or (ii) the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing. D. Purchaser's Representations and Warranties. in addition to any express agreements of Purchaser contained herein, Purchaser represents and warrants that Purchaser is duty formed, validly existing and in good standing under the laws of the state of its formation. Purchaser has full power and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. All requisite action has been taken by Purchaser in connection with the entering into this Agreement and the instruments referenced herein, and the consummation of the transactions contemplated hereby. The individuals executing this Agreement and the instruments referenced herein on behalf of Purchaser havethe legal power, right and actual authority to bind Purchaser to the terms and conditions -hereof and, thereof. 9. Conditions Precedent to Closine. A. In addition to any conditions provided in other provisions of this Agreement, Purchaser's obligation to purchase the Project is and shall be conditioned on the following: (i) The due performance by Seller of each and every covenant, undertaking and agreement to be performed by it hereunder and the truth in all material respects of each representation and warranty made in this .Agreement by Seller at the time as of which the same is made and as of the Closing as if made on and as of the Closing. (ii) That at no time prior to the Closing shall any of the following have been done by or against or with respect to Seller and/or Tenant: (a) the commencement of a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any property interest; or (c) an assignment for the benefit of creditors: (iii) The existence of any Unpermitted Exception or of any violation of law, ordinance,, order or requirement relating to the Project which is imposed by any governmental authority relating to the Project which is not remedied by Seller. (iv) That between the date of the execution of this Agreement and the Closing, Seller shall: (a) not cancel or permit cancellation of any hazard or liability insurance carried with respect to the Project or its operation; and (b) operate and maintain the Project in substantially the same manner as the Project has been theretofore operated and maintained by Seller, (v) The Title Company shall be committedto issue the Title Policy subject only to Permitted Exceptions. 12 wEST\223653087.7 (vi) The physical condition of the Project shall be substantially the same on the Closing Date as on the date hereof, reasonable wear and tear excepted. (vii) Receipt of an estoppel certificate from each tenant under the Leases in the form of, Exhibit "L" attached hereto and made a part hereof and otherwise containing the information contained in Exhibit "C" hereto, B. This Agreement; and any amendments hereto:, are subject to the review and approval. of the City Council of the.. City of Vernon. The next City Council meeting during which this Agreement is anticipated to be considered is July 19, 2011. Seller shall promptly notify Purchaser in writing of any decision made by the City Council of Vernon regarding this Agreement (including, without limitation, any decision approving, ,disapproving or postponing consideration of this Agreement), at the July 19, 2011.City Council meeting or any subsequent City Council meeting, if applicable. (each, a "City Council Decision Notice".). If this Agreement is not submitted for City Council consideration on such date, or the City Council postpones consideration. of this Agreement to a later date, Seller or Purchaser may by written .notice to the other within five (5) business days of Purchaser's receipt of the City Council Decision Notice, terminate this Agreement, in which event this Agreement shall be of no further force and effect, except for such matters that are stated to expressly survive herein, and the Earnest Money shal l be returned to Purchaser by Escrowee (upon unilateral instruction by the Purchaser). If either party fails to send any such notice to the other party prior to the expiration of said five day period, then it shall be deemed to have elected to continue this Agreement in full force and effect, :in which case the Seller shall then cause the Agreement to be considered at the next City Council meeting. If the City Council. declines to approve this Agreement on. July 19, 2011, or any subsequent meeting date, or if consideration by City Council was earlier postponed and this Agreement is not. submitted for City Council consideration by August. 31, 2011, then this Agreement shall be of no further force and effect from and after the date of Purchaser's receipt of the City Council Decision Notice notifying Purchaser of such disapproval or August 31, 2011, as the case may be, except, for such matters that are stated to expressly survive herein, and the Earnest Money shall be returned to Purchaser by Escrowee (upon unilateral instruction by the Purchaser): C. Either party may at any time or times, at its election; waive any of the conditions to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such party. No such waiver shall reduce the rights or remedies of a party by reason of any breach by the other party (but if a condition is waived., the party waiving the same may not rescind this Agreement on the basis of the failure of such waived condition). In the event that for any reason any item required to be delivered. to a party by the other party hereunder shall not be delivered when required, then such other party shall nevertheless remain obligated to deliver the same to the first party, and nothing (including, but not limited to, the closing of the transaction hereunder) shall be deemed a waiver by the first party of any such requirement. ` The failure of any of the aforesaid conditions shall entitle Purchaser, at its option, to cancel and terminate this Agreement without liability and upon such termination this Agreement. shall be null .and void. 10. Covenants of Seller. Effective as of the execution of this Agreement and prior to the Closing, Seller hereby covenants with Purchaser as follows. - A, New Leases. Seller shall .neither amend any Lease in any material respect nor execute any new lease, license, or other agreement affecting the ownership or operation of the Project or for personal property,. equipment, or vehicles, without Purchaser's prior written approval, 13 WESTV23653087.7 B. New Contracts. Seller shall not enter into any contract with respect to the ownership and operation of the Project that will .survive the Closing, or that would otherwise affect the use, operation or enjoyment of the Project, without Purchaser's prior written consent, except for service contracts entered into in the ordinary course of business which are terminable without penalty on not more than thirty (30) days' notice, C. Operation of the Project. Seller shall operate and managethe Project in substantially the same, manner that it operates the Property- currently.; and shall perform, when due, all of Seller's obligations under the Leases, Project Contracts and other agreements relating to. the .Project, None of the Personal Property or fixtures shall be removed from the Project by Seller; unless replaced by personal property or fixtures of equal or greater utility or value. D. Change In Conditions. Seller shall promptly notify Purchaser of any change in any condition with respect to the Project or of the occurrence of any event' or circumstance that makes any representation or warranty of Seller to Purchaser under this Agreement untrue or misleading, or any covenant of Purchaser under this Agreement incapableor less likely of being performed, it being understood that Seller's obligation to provide such notice to Purchaser shall in no way relieve Seller of any liability for a breach by Seller of any of its representations, warranties or covenants under this Agreement. All covenants made in this Agreement by Seller with respect to obligations accruing. or prohibited prior to the Closing shall survive the Closing and shall not be merged into any instrument of conveyance delivered at Closing. I1 Adiustments. A, General. Proration of rentals, revenues and other income, if any, from the Project and taxes, assessments, and other expenses, if any, affecting the Project shall be prorated as of 11:59 p.m. on the day prior to the Closing Date ("Proration Date"). It is agreed that the Closing Date shall be an income and expense date for Purchaser. There shall be no proration of any insurance premiums with respect to the Project, nor any assumption of insurance coverage by Purchaser (except as provided in Section 13 . B. Rentals. The term "rentals", as used herein, includes fixed monthly rentals, additional rentals, escalation rentals, operating cost pass-throughs and other sums and charges payable by tenant(s) under the Lease(s). Purchaser shall receive all rentals accruing on and after the Closing Date and Seller shall receive all rentals accruing prior to the closing Date. C. Taxes. If and to the extent not paid by the tenant(s), Seller shall pay all taxes and assessments on the Property, for tax years 2010 and for the period: in 2011 prior to the Closing Date (to extent due and payable), on or before .delinquent when due but in any event prior to the Closing Date, including, without limitation, all special assessments. Unpaid taxes and assessments on the Property for tax year 2011 shall be prorated on an accrual basis as of the Closing Date based upon the most recent ascertainable assessed valuation, tax multiples and tax rate, but. reproration thereof shall be made between Purchaser and Seller at such time as the actual amount of taxes for tax year 2011 shall become known, in order that actual real estate taxes for the periods before and after the Closing Date may be equitably prorated as of the Closing Date and paid between the parties when known,. Seller shall be liable for any back tax bill which may be imposed by taxing authorities related to the period prior to the Closing Date, which obligation of Seller shall survive Closing if and to the extent not paid by the tenant(s). 14 WEST\223653057.7 D. Prepaid Rentals. Prepaid .rentals, including tenants' payments to Seller for tenant's share of real property taxes and assessments, insurance premiums, common area maintenance and operation and. utilities received by Seller which are unexpended as of the Closing Date shall be credited to Purchaser as .of the Closing Date. Purchaser shall be credited and Seller shall be debited with any amount equal, to all rent abatements and concessions for periods on and ,after the Closing Date pursuant to any of Leases executed prior to the Closing Date. E. Delinquent Rentals. For purposes of this Agreement, any rentals (whether base rent or "pass-throughs") shall be deemed delinquent when, payment thereof is due prior to the month in which. the Closing -Date occurs, but has not been made as of the Proration Date ("Delinquent Rentals"). Delinquent Rentals shall not be prorated until collected pursuant to this Section 1 IE. To the extent either Seller or Purchaser collects any Delinquent Rentals after the Closing .Date, such Delinquent Rentals shall be first applied to any accrued but unpaid rental obligations of the tenants at the Project for the period after the Closing Date and the balance, if any, shall be paid to Seller and credited. against any Delinquent Rentals relating to the period prior to the Closing. Date (collectively, "Seller's Rentals"); provided, however, notwithstanding` any of the foregoing, to the extent any rentals due for the calendar month in which Closing occurs are received by Seller or Purchaser after the Closing Date but prior to the first (.1st) day of the calendar month following the calendar month in which Closing occurs, the parties hereby agree the party who received said rentals shallprorate the same and remit to the other party, within one (I) business day thereafter, said party's prorated portion. Seller shall have the right to pursue and take any action against any tenants owing Delinquent, Rentals relating to the period prior to the Closing Date; provided; however, Seller agrees to take no action which would. cause a termination of said tenant's Lease or affect said tenants right to quiet possession of its premises and Purchaser agrees to cooperate with Seller, at. no cost to Purchaser, in Seller's attempt. to collect any of Seller's Rentals. F. Tenant Contributions. At the conclusion of each common area fiscal year relating to periods for which Seller owned the Property for all or a portion of such fiscal year, Seller's applicable share of common area maintenance charges, taxes and similar expense reimbursements pursuant to the Leases shall be determined by multiplying the payments due from or owed to tenants after reconciliation of estimated payments by a fraction, the numerator of which is the number of calendar days during said fiscal year in which Seller owned the Property and. the denominator of which is the total number of calendar days in such fiscal year (in either case, "Seller's. Share"). Purchaser shall remit to Seller or Seller shall remit. to Purchaser, as applicable, from time to time, Seller's Share within thirty (30) days after Purchaser has actually collected Seller's Share or any portion thereof or Purchaser has notified Seller, in writing that Seller owes any tenant's under any of the Leases Seller's Share (it being acknowledged by Seller, Purchaser shall have no obligation to remit to Seller Seller's Share if the same is not collected from the applicable tenants and any monies collected by tenants with respect to Seller's Share shall first be applied by Purchaser to any accrued but unpaid obligations of the tenant's thereof accruing from and after the Closing Date). G. Operating Expenses. If and to the. extent not paid by the tenant(s),, all utility services charges for electricity, heat and air conditioning service; other utilities, common area maintenance, taxes other than real estate taxes such as rental taxes, and all expenses incurred in operating the Project and any other costs incurred in the ordinary course of business or the management and operation of the Project, shall be prorated on an accrual basis. Seller shall pay all such expenses that accrue prior to the Closing Date and Purchaser shall pay all such expenses accruing on and after the Closing Date, To the extent possible, Seller and Purchaser shall obtain billings and meter readings as of the Closing Date to aid in such prorations. 15 W EM223653087.7 H. Leasing Commissions and Tenant Finish, Purchaser shall be credited and Seller shall be debited for all leasing commissions and the costs of all tenant finish work with respect to the Leases executed prior to the Closing Date, whether now due or to become due prior to,on or after the Closing Date, 1. Tenant Deposits. Purchaser shall be credited and Seller shall be debited with an amount equal. to all tenant deposits being held by Seller or any other person under any of the Leases and any interest, if any, required to be paid on account thereof. J, Other Prorations. Such additional adjustments as are normally made in connection with a purchase and sale of the type contemplated hereunder. K. Method of Proration. Except as expressly provided herein, all apportionments shall be made in accordance with customary practice in Los Angeles County, California. The parties agree to cause a schedule of tentative adjustments to be prepared prior to the Closing Date, Such adjustments, if and to the extent known and agreed upon as of the Closing Date, shall be paid by Purchaser to Seller (if the .prorations result in a net credit to.the Seller) or by Seller to Purchaser (if the prorations result .in a net credit to Purchaser), by increasing or reducing the amount .to be paid by Purchaser at Closing. Purchaser and Seller agree the intent of this provision is. to allocate the income and expenses attributable to the Project in a fair, just and equitablie manner, and the parties agree in the event of special circumstances not specifically covered herein, such equitable principles shall guide the parties in reaching a fair resolution, All prorations hereunder shall be final, unless otherwise expressly provided hereunder. 12. Closing Costs. Seller shall bear the cost of the Title Policy (including all endorsements and the incremental cost to upgrade from a CLTA standard title policy to an ALTA extended title policy), the cost to record any instruments necessary to clear Seller's title, one-half the cost of. the Escrow and all state, county and municipal transfer taxes, if any. Purchaser shall bear the cost of any recording fees with respect to the Deed, and one-half the cost of the Escrow. All other costs and expenses in connection with the transaction contemplated by this Agreement shall be borne by Purchaser and Seller in the manner in which such cost and expenses are customarily allocated between the parties at closings of real property similar to the Project in the Los Angeles County, California area. Except as provided in Section 31 below, each party hereto shall pay its own attorneys' fees incurred with respect to the preparation and negotiation of this Agreement and the closing of the transaction contemplated hereby. 13_ Damage or Destruction to Project. A. Material Casualty. In the event that between the date of this Agreement and the date of Closing, all or any portion of the Project is materially damaged or destroyed by fire or other casualty, Purchaser may elect to; (i) terminate this Agreement without cost, obligation or liability on Purchaser's part, in which event all rights and. obligations of the parties hereunder shall cease; or (ii) consummate the transaction contemplated hereby, in which event Purchaser shall receive an assignment of any insurance proceeds to which seller is. entitled. B. Purchaser shall notify Seller within five (5) business days after receipt of notice from Seller of such damage or destruction of its election. If Purchaser fails to notify Seller of its 16 wESM23653087.7 election within said 5-day period, such failure shall constitute an election to terminate this Agreement as aforesaid. Closing shall be adjusted to allow for such election. C. For purposes of this Section 13; "materially damaged" or 'material damage" shall mean such damage to the Project that. would entitle the Tenant to terminate its Lease pursuantto the terms of the Lease, or to stop paying rent under the Lease. D. Non -Material Casualty. In the event that prior to the Closing (provided. that this Agreement has not terminated in accordance herewith prior thereto) there is any non -material damage to the Project, or any part thereof, Purchaser shall thereafter accept the Project in its then condition, and proceed with the transaction contemplated by this Agreement and Purchaser shall receive an abatement or reduction in the Purchase Price in the amount of the deductible for the applicableinsurance coverage, and to the.extent assignable,. Purchaser shall be entitled to an assignment of all of Seller's.rights to any insurance proceeds payable by reason of such damage or destruction` including any business interruption or rental loss proceeds. In such event, Seller shall not compromise, settle or adjust any claims to such 'proceeds without Purchaser's prior written consent: 14. Condemnation. In the event that between the date of this Agreement and the date of Closing any condemnation or eminent domain proceedings are initiated which might result in the taking of any part of the Building or the Land, Purchaser, at its sole option, may elect to terminate this Agreement without costs, obligation or liability on the part of Purchaser, in which event all rights and obligations of the parties hereunder shall cease, In the event' Purchaser elects not to so terminate this Agreement, Seller shall assign to Purchaser at Closing all of Seller's title and interest in and to any award pertaining to the Project made in conricction with such condemnation or eminent domain proceedings. Purchaser shall notify,Seller within five (5) business days after its receipt of notice of such condemnation or eminent domain proceedings whether it elects to exercise its right to terminate. If Purchaser fails to notify Seller of its election within said S-day period, such failure shall constitute an election to terminate this Agreement aforesaid. Closing shall be adjusted to allow for such election. 15. Remedies. A. If Seller should breach any of its covenants, conditions; representations or warranties contained in this Agreement. or should fail to consummate the sale contemplated herein for any reason other than Purchaser's default, Purchaser may, upon five (5) business days written notice to Seller, if such breach or failure is not cured within such five-day period, in addition to all remedies contained elsewhere in this Agreement. (i) terminate this Agreement, without further liability on Purchaser's part, receive immediate return of the Earnest Money and collect damages from Seller equal to the amount of third party costs actually paid by Purchaser in connection with the proposed sale (not to exceed $75,000), or (li) enforce specific performance of this Agreement. B. If Purchaser should breach any of its representations, warranties and/or covenants contained in this Agreement (and Seller shall not be in default hereunder), Seller may, upon five (5) business days written notice` to Purchaser, if such breach is not cured within such five-day period, terminate this Agreement without further liability on Seller's part and retain the Earnest Money as liquidated damages, and not as a penalty, it being understood that Seller's actual damages in the event of such a default are difficult to ascertain and that such Earnest Money represents the parties' best estimate of such damages. Seller shall not have any other remedy for any default by Purchaser. BY INITIALING THIS SECTION 1�.B, PURCHASER AND SELLER AGREE THAT IN EVENT OF DEFAULT BY PURCHASER. (A) IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES; (B) AN 17 WESTU23653087.7 AMOUNT EQUAL TO THE EARNEST MONEY WILL CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO SELLER, (C) THE PAYMENT OF THE LIQUIDATED DAMAGES TO SELLER WILL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER; (D)SELLER MAY RETAIN THAT PAYMENT AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THOSE SUMS TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN -THE MEANING OF CALIFORNIA_ CIVIL CODE SECTIONS 327E OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1.677 OF THE CALIFORNIA CIVIL, CODE. Seller INITIALS: a/7 Purchaser INITIALSt 16. Brokers. The parties 'mutually warrant and represent to the other that neither has authorized any broker to act on its behalf in respect of the transactions contemplated hereby other than Cushman & Wakefield of California Inc. and that neither has dealt with a broker in connection therewith other than Cushman & Wakefield of California Inc. Each of the parties shall indemnify and save the other harmless from any claim by any broker or other person for commissions or other compensation for bringing about the transactions contemplated hereby where such claim is based on the purported employment or authorization of such broker or other person. by such party. Seller shall pay the commission due Cushman & Wakefield of California Inc. 17. Environmental Matters. A. The term "Hazardous Materials" shall mean any substance, material, waste, gas or particulate matter which is regulated by any local governmental authority, the State of California, or the United States Government, including, but not Iimited to, any material or substance which is (i) defined as a "hazardous waste, "hazardous- material," "hazardous substance," "extremely hazardous waste:," or "restricted hazardous waste" under any provision of California law, (ii) petroleum, (iii) asbestos-, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance" pursuant to Section 31:1 of the Clean Water Act, 33 U.S.C. 11251 et seq,, (33 U.S.C. `1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act,, 42 U.S.C. `6901 et seq. (42 U.S.C. `6903), or (viii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. `9601 et seq. (42 U.S.C. 9601). The term "Environmental Laws" shall mean all statutes specifically described in the foregoing grammatical sentence and all federal, state and local environmental, health and safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating, relating to or imposing liability or standards concerning or in connection with Hazardous Materials. B. Subject. to disclosures set forth in Schedule 8., to Seller's knowledge, Seller represents and warrants that as of the date hereof (which representation and warranty shall be remade as of the Closing Date) to Seller's knowledge: (i)'no written notice, demand, claim or other communication has been given to or served on Seller, and Seller has no knowledge of any such notice given to previous owners or tenants of the Project, from any entity, governmental body or individual claiming any violation of any Environmental Law or demanding payment, contribution, indemnification, remedial action, removal action or any other action or inaction with respect to any actual or alleged environmental damage or injury to persons, property or natural resources (any of the foregoing, whether now existing. or hereafter brought, is herein called a_ "Claim"), and (ii) no written notice of any investigation, administrative order, administrative order by consent, consent order, agreement, litigation or settlement has been received by Seller nor, to the knowledge of Seller,. has any such action been threatenedin writing, with respect to or 18 wEM23653087,7 AMOUNT EQUAL TO THE EARNEST MONEY WILL > CONSTITUTE LIQUIDATED - DAMAGES PAYABLE TO SELLER; (C) THE PAYMENT OF THE LIQUIDATED DAMAGES TO SELLER WILL. CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER; (D)SELLER. MAY RETAIN THAT PAYMENT AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THOSE SUMS TO SELLER AS LI.QUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. Seller INITIALS; Purchaser INITIALS: �✓ C 16. Brokers. The parties mutually warrant and represent to the other that; neither has authorized any broker to act on -its behalf in respect of the transactions contemplated hereby other than Cushman & Wakefield. of California .Inc. and that neither has dealt with a broker in connection therewith other than Cushman & Wakefield of' California Inc.. Each of the parties shall indemnify and save the other harmless from any claim by any broker or other person for commissions or other compensation for bringing about the transactions contemplated hereby where such. claim is based on the purported employment or authorization of such broker or other person by such party. Seller shall pay the commission due Cushman & Wakefield of California Inc. 17. Environmental Matters. A. The term "Hazardous Materials" shall mean any substance,material, waste, gas or particulate matter which is regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or •) substance which is (i defined as a hazardous waste,„ hazardous material, hazardous substance," "extremely hazardous waste," or "restricted hazardous waste" under any provision of California law, (ii) petroleum, (iii) asbestos, (iv) polychlorinated biphenyl, (v) radioactive material, (vi) designated as a "hazardous substance' pursuant to Section 311 of the Clean Water Act, 33 U,S.C. `1251 et seq., (33 U.S.C. `1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. `6901 et seq. (42 U.S.C. `6903), or (viii) .defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. `9601 et seq. (42 U.S.C. 9601). The term. "Environmental Laws" shall mean all statutes specifically described in the foregoing grammatical sentence and all federal, state and. local environmental, health and safety statutes, ordinances, codes, rules, regulations, orders and decrees regulating, relating to or imposing liability or standards concerning or in connection with Hazardous Materials. B. Subject to disclosures set forth in Schedule 8, to Seller's knowledge, Seller represents and warrants that as of the date hereof (which representation and warranty shall be remade as of the Closing Date) to Seller's knowledge: (i) no written notice, demand, claim or other communication has been given to or served on Seller, and Seller has no knowledge of any such notice given to previous owners' or tenants of the Project, from any entity, governmental body or individual claiming any violation. of any Environmental Law or <demanding payment, contribution,. indemnification, remedial action, removal action or any other action or inaction with respect to any actual or alleged environmental damage or injury to persons, property or natural resources (any of the foregoing, whether now existing or hereafter brought, is herein called a "Claim"), and, (ii) no written notice of any investigation, administrative order, administrative order by consent, consent order, agreement, litigation or settlement has been received by Seller nor, to the knowledge of Seller, has any such action been threatened in writing, with respect to or 1:& WESM23653087.7 arising from the presence of any Hazardous Material or the transport of Hazardous Material with respect to the Project. 18, Entire Agreement. It is understood and agreed that all understandings ,and agreements heretoforemade between the parties hereto are merged in this Agreement, the exhibits annexed hereto and the instruments and documents referred to herein, which alone fully and completely express their agreements., and that neither party is relying upon any statement or representation, not. embodied in this Agreement, made by the other. Each party expressly acknowledges that, except as expressly provided in this Agreement, the other party and the agents and representatives of the other party have not made, and the other party is not liable for or bound in any manner by, any express: or .implied warranties; guaranties, promises, statements, inducements, representations or information pertainingto the transactions contemplated hereby. The preparation of this Agreement has been a joint effort of the parties hereto and the resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 19. Non -Foreign Certificate. Seller shall provide Purchaser, on or before the Closing Date, with a non -foreign certificate sufficient in form and substance to relieve Purchaser of any and all withholding obligations under federal law, which certificate shall be reasonably satisfactory to Purchaser and the Title Company. In the. event that. Seller does not furnish Purchaser with said certificate, or if Purchaser :has reason to believe that said certificate would .be wholly or partially false if given and so notifies Seller, in writing, on or before the Closing Date, Purchaser shall be entitled to withhold up to ten (10%) percent of the Purchase Price in an escrow account to beheld by Title Company until such time as Seller furnishes Purchaser with a qualifying statement. from the Internal Revenue Service sufficient to relieve Purchaser of any and all withholding.obligations under federal law, or until Purchaser is required to deliver said funds to the Internal Revenue Service, whichever first occurs. 20. Modifications. No modification, amendment, discharge, waiver or change of this Agreement, or any of the provisions of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is sought. Writings signed by the attorney for such party shall not be effective for the purposes of this Paragraph. Failure by either party to explicitly retain any rights hereunder shall not be deemed a waiver of such rights: 21. Notices. All notices, demands, requests and other communications under this Agreement shall be in writing and shall be deemed properly served (i) on the date sent, if delivered by hand; (ii) one day after the date such notice is deposited with an overnight delivery service; (iii) on the date sent, if delivered via facsimile at the number(s) set forth below, with a hard copy to follow by overnight. delivery service; (iv) on the date when received with proof of receipt to the party to whose. attention it is directed or when such party refuses to accept receipt if sent, postage prepaid, by registered or certified mail, return receipt requested, postage ,prepaid, addressed as follows: If intended for Purchaser: James N. Clewlow CenterPoint Properties Trust 1808 Swift Drive Oak Brook, Illinois 60523.1501 Facsimile Number:-630-586-8010 19 WEM223553087;7 With a copy to: Mark S. Richmond; Esq. Richmond Breslin LLP 233 South Wacker. Drive, Suite 5775 Chicago, Illinois 60606 Facsimile Number: 312-258-0977 If intended for Seller: Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Pe Avenue Vernon, California 90058 Facsimile Number: 323-826-1491 With a copy to: Michael I-Tamilton, Esq. DLA Piper LLP (US) 550 S. Hope Street, Suite 2300 Los Angeles, California 90071 Facsimile Number: 213=330-7536 or such other addressor to such other party which any party entitled to receive notice hereunder designates to the others in writing by a notice duly.given hereunder. 22. GoverninL Law and Interpretation. The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of California applicable to contracts made and to be- performed in that state. The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms shall refer to this Agreement, and the term "hereafter" shall mean after, and the term "heretofore shall mean before, the date of this Agreement. Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and the words importing the singular number shall mean and include the plural number and vice versa. Words importing persons shall include firms, associations, partnerships (including 'limited partnerships), trusts,, corporations and other legal entities,; including public bodies, as well as natural persons, The terms "include," "including" and similar terms shall be construed as if followed by the phrase "without being limited to." 23. Audit and Indemnification. In the event anytime within three (3) years subsequent to the Closing Date Purchaser desires to have its independent auditors audit the operating results of the Project for the period required under then current Securities and Exchange Commission ("SEC") regulations ("Relevant Period"), Seller agrees to provide to Purchaser's designated independent auditors (i) access to the books and records of the Project for the Relevant Period and (ii) a letter stating only that said books and records were prepared by Seller in the ordinary course of business for its internal purposes. Purchaser hereby agrees to forever indemnify, defend and. hold harmless Seller from and. against any claim, damage, loss, liability cost or expense (including reasonable attorneys' fees and court costs) to which :Seller is at anytime subjected by any party as a result of Seller's compliance with the terms and conditions of this Section 23. Purchaser further, agrees that no :information, books or records provided pursuant to this Section 23 shall be the basis of any claim by Purchaser against Seller with respect to the sale of the Project to. Purchaser or any representation or warranty given by Seller with respect to the Project, 24. Survival. All representations, warranties and indemnities of Seller contained in this Agreement or in any of the documents to be delivered by Seller to Purchaser at Closing shall be deemed remade as of the date, of Closing and, survive the Closing for the period. stated, if any. This Agreement shall not be canceled or merged into the Deed on the Closing. 20 WEM236530$7.7 25. Counterparts. This Agreement may be executed. in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 26. Captions. The captions in this Agreement are inserted .for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement of any of the provisions thereof. 27. Memorandum. tither party shall execute a memorandum of this Agreement at the request of the other party which may be recorded with the appropriate county authority. 28., Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 29, Partial Invalidity. Seller and Purchaser intend and believe that each provision in this Agreement comports with all applicable local, stateand federal laws and judicial decisions. However, if any provision or provisions in this Agreement which is or are not materially related to the liability of the parties hereto or to the conditions to Purchaser's obligations to consummate the transaction contemplated herein is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Agreement to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent both of Seller and Purchaser that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and. enforceable, that the remainder of this Agreement. shall be construed as if such illegal, invalid,, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of Purchaser and Seller under the remainder of this Agreement shall continue in full force and effect.. If any provision or provisions which is or are material as set forth above are found to be illegal, invalid, unlawful, void or unenforceable as written, this .Agreement. may, at the option of either party, be terminated without further obligation to either party. 30. California Income- Tax Withholding. Prior to the Closing, Seller shall deliver to Purchaser a certificate as necessary such that the sale of the Property,to Purchaser hereunder is not subject to withholding requirements, and does not subject Purchaser to liability under, California Revenue and Tax Code Section 18662. 31, Time for Performance. Time is of the essence of this Agreement. Whenever under the terms of this Agreement the time for performance falls on a Saturday, Sunday or Legal Holiday, as defined in California statutes, such time for performance shall be on the next. day that is not a Saturday, Sunday or Legal Holiday. In computing any period of time pursuant to this Agreement, the day of the act or event from which the designated period of time begins to run, will not be included. 32. Professional Fees. In the event of the bringing of any action or .suit by a party hereto against another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other party rising out of this Agreement, then in that: event the prevailing party shall be entitled to have and recover of and from 'the other party all costs and expenses of the action or suit, including actual attorneys' fees, accounting and engineering fees, and any other professional fees resulting therefrom. 33. Possession. Possession of the Project, subject to the rights of the tenants under the Leases, shall be delivered to Purchaser on the Closing Date. 34. Limited Liability. Notwithstanding anything to the contrary contained herein, if the Closing occurs: (a) the maximum aggregate liability of Seller, and the maximum aggregate amount 21 WESTV23653087.7 which may be awarded to and. collected. by Purchaser (including, without limitation, for any breach of any representation, warranty and/or covenant of Seller under this Agreement or any documents executed pursuant hereto or in connection herewith, including, without limitation, the Exhibits attached hereto (collectively, the "Other Documents") shall, under no circumstances whatsoever, exceed $750.,000 (the "CAP Amount") and (b) no claim by Purchaser alleging a: breach by Seller of any representation, warranty and/or covenantof Seller contained herein or any of the Other Documents may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any such representation, warranty and/or covenant, is, for an aggregate amount in excess of $25,000.00 (the "Floor Amount"), in which event Seller's liability respecting any final judgment concerning such claim or claims shall be for the entire amountthereof, subject to the CAP Amountset forth in clause (a) above; provided, however, that if any such final judgment is for an amount that is less than or equal to the Floor Amount, then Seller shall have no liability with respect thereto. 35. Executive Order No, 13224. Purchaser and Seller each warrant and represent to the other, now and as of the Closing, that each is in compliance with the requirements of Executive Order No. 13224, 66 Fed Reg. 49079 (September 25, 2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of the Treasury ("OFAC"), and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders"). Purchaser and Seller each warrant and represent to, or, as applicable, covenant with, the other that (i) it is not listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"), (ii) it has not been determined by competent authority to be subject to the prohibitions contained in the Orders, (iii) it is not owned or controlled by, nor acts for or on behalf of, any person or entity on the Lists or any other person. or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders, and (iv) it shallnottransfer or permit the transfer of any interest in it to any person who is or whose beneficial owners are listed on the Lists. 36., Assignment. The terms, conditions and covenants of this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective nominees, successors, beneficiaries and assigns. Purchaser may assign all or any of its 'right, title and interest under this Agreement to wholly -owned affiliate or subsidiary of Purchaser without Seller's prior consent. No such assignee shall accrue any obligations or liabilities hereunder until the effective date of such. assignment. In addition to its right of assignment, Purchaser shall also have the right, exercisable prior to Closing, to designate any corporate or partnership wholly -owned entity affiliated with, or related to, Purchaser ("Affiliate" ), as the grantee or transferee of any or all of the conveyances, transfers and assignments to be made by Seller. at Closing hereunder, independent of, or in addition to, any assignmentof this Agreement. In the event of an assignment of this Agreement by Purchaser, its assignee shall be deemed to be the Purchaser hereunder for all purposes hereof, and shall have all rights of Purchaser hereunder (including, but not limited to, the right of further assignment), but the assignor shall not be released from liability hereunder. In the event that an Affiliate shall be designated as a transferee hereunder, that transferee shall be deemed an assignee of all rights and obligations arising thereafter, 37, AS -IS Sale and Purchase. Purchaser acknowledges, by its initials as set. forth below, that the ,provisions of this Section 37 have been required by Seller as a material inducement to enter into the contemplated transactions, and the intent and effect of such provisions have been explained to Purchaser by Purchaser's counsel and have been understood and agreed to by Purchaser. 22 WFS71223653087.7 A. Purchaser's Acknowledgment. As a material inducement to Seller to enter into this Agreement and to convey the Project to Purchaser; Purchaser hereby acknowledges and agrees that: 0) AaAS. Except as otherwise expressly set. forth in this Agreement, and subject to Seller's representation and warranties set forth in this Agreement, Purchaser is purchasing the Project in its existing condition, "A.S-IS, WHERE -IS, WITH ALL FAULTS,' and upon the Closing Date has made or has waived all. inspections and. investigations of the Project and its vicinity which Purchaser believes are necessary to .protect its own interest in, and its contemplated use Of, the Property. ti�J M Purchaser's Initials 00 No Representations: Other than the express representations and warranties of Seller contained in this Agreement, neither Seller, nor any person or entity acting by or on behalf of Seller, nor any member; partner, officer, director, employee, agent, affiliate, successor or assign of Seller (collectively, the "Seller Parties") has made any representation, warranty, ,inducement, promise, agreement, assurance or statement, oral or written, of any kind to Purchaser upon which Purchaser is relying, or in connection with which Purchaser has made or will make any decisions concerning the Projector its vicinity including, without limitation, its use, condition, value, compliance with "Governmental Regulations," or applicable laws, existence or absence of Hazardous Materials, or the permissibility, feasibility, or convertibility of all or any portion of the Project for any particular use or purpose, including, without limitation, its present or future prospects for sale, lease, development, occupancy or suitability as security for financing. As used herein, the term "Governmental Regulations" means any laws (including Environmental Laws),ordinances, rules, requirements, resolutions, policy statements and regulations (including, without limitation, those relating to land use, subdivision, zoning, Hazardous Materials, occupational health and safety, handicapped access, water, earthquake hazard reduction, and building and fire codes) of any governmental or quasi-goverrimental body or agency claiming jurisdiction over the Project or any portion there A, Purchaser's Initials (iii) No Implied Warranties. Excluding any representation or warranty set forth herein, Seller hereby specifically disclaims: (a) all warranties implied by .law arising, out of or with respect to the execution of this Agreement, any aspect or element of the Project; or the performance of Seller's obligations hereunder including, without limitation, all implied warranties of merchantability, habitability and/or fitness for a particular purpose; and (b) any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (i) the nature, and condition of the Project or other items conveyed hereunder, including; without limitation, the water, soil, and geology, the suitability thereof and of the Project or other items conveyed' hereunder for any and all activities and uses which Purchaser may elect to conduct thereon, the existence of any environmental hazards or conditions, thereon (including but not limited to the presence of asbestos or other Hazardous Materials) or compliance with applicable Environmental Laws; (ii) the nature and extent of any right-of-way, lease, possession, lien, encumbrance; license, reservation, condition or otherwise, and (iii) the compliance 23 WCS'R223653087.7 of the property or other items conveyed hereunder or its operation with any Governmental Regulations. J/L) ow Purchaser's Initials (iv) Information Supplied by Seller. Purchaser specifically acknowledges and agrees that, except as expressly contained in this Agreement, the Seller has made no representation or warranty of any nature concerning the accuracy or completeness of any documents delivered or made available for inspection by Seller to Purchaser, including, without limitation, the Due Diligence Items, and that Purchaser has undertaken such inspections of the Property as Purchaser deems necessary and appropriate and that Purchaser is relying solely upon such investigations and not on any of the Due Diligence Items or any other information provided to Purchaser by or on behalf of Seller. As to the Due. Diligence Items, except as set forth herein, Purchaser specifically acknowledges that they have been prepared by third parties with whom Purchaser has no privity and Purchaser acknowledges and agrees that no warranty or representation, express or implied, has been made, nor shall any be deemed to have been made, to Purchaser with respect thereto, either by the Seller Parties or by any third parties that prepared the same. VAj L �, Purchaser's Initials B., Release. As of the Close of Escrow, Purchaser on its own behalf and on'behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related and affiliated entities, successors and assigns (collectively, the "Purchaser Parties") hereby fully and irrevocably releases. the Seller Parties from any and all claims that the Purchaser Parties may have or thereafter acquire against the Seller Parties for any cost, loss, liability, damage, expense, demand, action or cause of action ("Claims"j arising from or related to any matter of any nature relating to, and condition of, the Project including any latent or patent. construction defects, errors or omissions, compliance with law matters, Hazardous Materials and other environmental matters within, under or upon, or in the vicinity of the Project, any statutory or common law right Purchaser may have to receive disclosures from Seller, including, without limitation, any disclosures as to the Projects location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Project, its financial viability, use or operation, or any portion thereof. This release includes claims of which Purchaser is presently unaware or which Purchaser does not. presently suspect to exist in its favor which, if known by Purchaser, would materially affect Purchaser's release of. the Seller Parties. In connection with the general release set. forth in this Section 10.1.5, Purchaser specifically waives the provisions of California ` Civil Code Section 1.542, which provides as follows; "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor," \N l Purchaser's Initials 24 WEST%223653087.7 Notwithstanding anything to the contrary set forth in this Section 37.13, the foregoing release is not intended to and does not cover (i) any claims arising from a breach of Seller's representations or warranties set forth in this Agreement or (ii) any other breach by Seller of an express obligation of Seller under this Agreement which by its terms survives the Closing. 38. City Police Power. It is understood and agreed that nothing in this Agreement affects or limits the role, responsibilities and/or legal authority of the City of Vernon and its agencies, departments, divisions and other governmental and/or quasi -governmental bodies (collectively, "City Government") in the imposition, administration and. enforcement of local, state and federal law. Without limitation thereto; nothing herein shall serve to estop or ,prevent. City Government from exercising its legislative, regulatory, taxing, permitting, police, administrative,. or other governmental and quasi - governmental functions; including without limitation investigating and issuing any notices of violation of law, compliance and/or remedial orders with respect to the Property ("Governmental Functions"). This Agreement. shallin no way be construed to delegate, abdicate or otherwise amend or modify in any way City Government's authority, roles or responsibilities in the performance of its Governmental Functions. Any action by City Government in contravention hereof, which action is undertaken in the ordinary course of City Government performing its Governmental Functions shall not constitute a breach hereunder and is not prohibited hereby, it being acknowledged however that neither the Seller nor the Purchaser shall be obligated to consummate the transaction hereunder if any such action results in a failure of a condition precedent hereunder. [Signatures on Next: Pagel 25 WES7i223653087.7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written, PURCHASER: CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust By Na , a npp K) ,-I f Title: Chief 1 1 1 v evl I By: Naive Michael Tortonci Title: i% President Treasurer SELLER: CITY OF VERNON, CALIFORNIA By: Name: Title: s_r IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PURCHASER: CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust By: Name: Title: By, Name Title: SELLER: CITY OF VERNON, CALIF ORNIA r Name: Hilario Gonzales Title: Mayor. A EST: U _ lard a a chi', 9&ty Clerk - APPROVED AST FORM; Michael B. Kcnt.gomery, Interi ty Attorney S-t ` . . TABLE OF CONTENTS ` ,- I Agreement to Purchase .......................................... ................... ^................ .......—.,^...l 2. Purchase Price .................................................... `'.~.......................................................... 2 ` , 3. Closing ............................................................ ...................................................................... 2 4` Documents to be Delivered hvSeller Immediately ............................ ............................ —3 ` 5� /T���aodSurv�Y__,._.,—'—_---'_-......',`.~_—^.-_.—.^.,—~--'~^—^5 � 6. Documents to be Delivered bpSeller u1 ...._..-,.._..~^,._...,,._^-J5 7. Inspection Period ........................ 4........ ....... .................................................................. '-'� � ~ � 8. Representadons and Warranties ofSeller ............................................................................ 9 ^ ' g. ConditionsPcoocduuttu Closing —.—..----.---^...—^...'~..'`~.—.^—^^'`--'l3 - 12- Closing Costs ............................................................................................... 13. Damage or Destruction tu9roj Oct ............... ................................................................... ' lg ` 14LCondemnation ' ..................... -............... ._.......................................................................... l7 15. Remedies .................................................................................................................. .~... .l? 16. ' Brokers ..................................................................................................... ......................... , l8 17. ` ` Environmentaly�u�sro'...~...~....-_........ _...,-..,,.-.,..,^....'`_`~,'~J 8� ' . _ lG. ` IIudrn.................................... ..'............... ........ .,.......... ......... ............ .l0 ` lf\ ` Non -Foreign Certificate ..................... ................... ..... _,......................... ................... l9 0. � Modifications _,.,,_,,,^.__,__~~,^~,_,,__........................ ........ ......................... }9 Was'R223653087.7 21. Notices ............ ... .. ....... ........... ............ ......... ..... ......... ....19 22. Governing Law and Interpretation..............................._................... ................ ..........20 23, Audit and Indemnification...................................,.................:................... `.... ..........20 24. Survival.................................... ............. ............... I.....................................I... ..20 25. Counterparts ... .............. ........................... ..................... ..... . ............ ...21 26. Captions.......... ......,...... ........................ ............... ...... ....21 27. Memorandum ... ..... .. ... ............................................. ...2.1 29.. Binding Effect ..... ........... .... ... ........ ... ... .. ........21 29. Partial Invalidity............ .. ..... . ............................. .... .... ....... .... ..... '..21 30. California Income Tax Withholding ...... .... ................................. .....21 31. Time for Performance ......................... .......................................................................2.1 32. Professional Fees ...................... ................ ......................... ....... .....................21 33, Possession ... ............................................... . .................. ....... ............................21 34. Limited Liability............................................................. ,................................................. 21 35. Executive Order No. 13224..................................................................... ......... ....... ....... 22 36. Assignment. ... ...... ..., . ... ............ ........ ....... ...22 37. AS -IS Sale and Purchase ....................... , ... ..... ...... ... .........22 38, City Police Power. .... . .. ............. ............... ............... . .25 i WESM- 23.653087.7 . EXHIBITS EXHIBIT "A" - Legal Description EXHIBIT "B" - Project Contracts EXHIBIT "C" - Schedule of Leases EXHIBIT G'D" - Earnest Money Escrow Agreement EXHIBIT "E" - Permitted Exceptions EXHIBIT 'IF" - Bill of Sale EXHIBIT "G" - Assignment of Leases and Contracts EXHIBIT `1H" - Seller's Certificate Re -affirming Representations and Warranties EXHIBIT "I" - Assignment of Intangible Property EXHIBIT ".I" - Seller's Certificate EXHIBIT "K" - Attornment Letter EXHIBIT "L" - Tenant Estoppel Certificate SCHEDULE S — Disclosures to Representations and Warranties EXHIBIT "A" LEGAL DESCRIPTION PARCELI: THOSE PORTIONS OF LOTS 105,106 AND 107 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE, 50 FEET WIDE, EXTENDING NORTHWESTERLY FROM .HELIOTROPE AVENUE, AS SAID STREETS ARE SHOWN ON SAID TRACT 7923; THENCE NORTH 330 21'' 00" EAST ALONG THE NORTHWESTERLY LINE OF SAID LOT 107, A DISTANCE OF 394.65 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE SOUTH 54' 27' 40" EAST ALONG THE NORTHEASTERLY LINE OF SAID LOT 107, A DISTANCE OF 134.17 FEET TO THE BEGINNING OF A TANGENT CURVE THEREIN, CONCAVE SOUTHWESTERLY AND HAVING 'A RADIUS OF 455.30 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 150 26' 15"; AN ARC DISTANCE OF 122.67 FEET; THENCE TANGENT TO SAID CURVE SOUTH 390 01' 25" EAST ALONG THE NORTHEASTERLY LINES OF SAID LOTS 105, 106 AND 107, A DISTANCE OF 517.25 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 105; THENCE SOUTH 5 V 00' 14" WEST ALONG THE SOUTHEASTERLY LINE OF SAID LOT 105, A DISTANCE OF 457.22 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "B" IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, .1942 IN BOOK 19198 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 38' 59' .50" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO, I OF AUGUST 20, 1940 IN BOOK 17750 AT 'PAGE 183, THE NORTHEASTERLY LINE OF THAT .CERTAIN PARCEL OF LAND DESCRIBED IN THE -DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3, RECORDED IN BOOK. 9787 AT PAGE 9, AND THE NORTHEASTERLY LINE OF PARCEL "C OF SAID DEED RECORDED IN BOOK 19198 AT .PAGE 193, ALL OF SAID OFFICIALRECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C" , NORTH 82° 47' 35 WEST 63.04 FEET TO THE EASTERLY LINE OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 70 33' 00" EAST 33.88 FEET TO AN ANGLE POINT THEREIN THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE; NORTH 330 21' 00" EAST 50.02 FEET TO THE POINT OF BEGINNING. A-1 WESM23653087.7 EXCEPT ALL OIL, GAS AND OTHER PETROLEUM AND MINERAL SUBSTANCES, BUT WITHOUT THE RIGHT OF SURFACE ENTRY AS RESERVED IN BOOK 20565 PAGE 1, OFFICIAL RECORDS, FROM THAT PORTION OF SAID LAND INCLUDED WITHIN THOSE PORTIONS OF LOTS 105,106 AND 107 OF TRACT NO. 7923, IN THE CITY OF MAYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO, 2403 ON APRIL 10, 1952 IN BOOK 38681 AT PAGE. 218 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, WHICH MOST WESTERLY CORNER IS A POINT IN THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF FIFTY-SECOND PLACE AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG A SOUTHWESTERLY LINE OF SAID MAYWOOD GLASS PROPERTY AND SAID PROLONGATION SOUTH 540 27' 15" EAST :80,1.2 FEET TO AN ANGLE POINT IN SAID SOUTHWESTERLY LINE; THENCE CONTINUING ALONG SAID SOUTHWESTERLY LINE AND ALONG THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO.. 253 OF NOVEMBER 3, 1938 IN BOOK 16177 AT PAGE 216 OF SAID OFFICIAL RECORDS, SOUTH 380 59' . 30" EAST 570.85 FEET TO THE END THEREOF; THENCE ALONG THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF SAID LAST MENTIONED PARCEL., SOUTH 51 ° 00' 30" WEST 50,00. FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "B" IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1942 IN BOOK 19198 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 38' 59' 30" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE, TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO. I OF AUGUST 20, 1940 IN BOOK 17750 AT PAGE 183, THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3 RECORDED IN -BOOK 9787 AT PAGE 9 AND THE NORTHEASTERLY LINE OF PARCEL "C' OF SAID DEED RECORDED IN BOOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C", NORTH 82° 47' 15" WEST 63.04 FEET TO THE EASTERLY LINE OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 70 33' 15" EAST 33.88 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE; NORTH 330 19' 45" BAST 50.02 FEET TO THE POINT OF BEGINNING. PARCEL 2i AN EASEMENT FOR USE IN COMMON WITH OTHERS, FOR INGRESS AND EGRESS IN AND ON THE PRIVATE STREETS KNOWN AS 52ND PLACE AND 58TH PLACE, IN THE CITY OF MAYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, A-2 WESTV2365308Z7 COVERING THOSE CERTAIN PORTIONS OF LOTS 102 TO 107 INCLUSIVE OF TRACT 7923, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 OF MAPS, RECORDS OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE. NORTHEAST LINE OF 52ND PLACE EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE; THENCE SOUTHEASTERLY ALONG SAID PROLONGATION 80.12 FEET; THENCE SOUTH 38' 59' 30" EAST 1240.12 FEET TO A POINT IN A LINE PARALLEL WITH THE SOUTHERLY LINE OF SAID LOT 102 AND DISTANT NORTHERLY 50 BEET, MEASURED AT RIGHT ANGLES THEREFROM, WHICH LAST MENTIONED POINT IS DISTANT WESTERLY ALONG SAID PARALLEL LINE 447.23 FEET FROM THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE ALONG SAID PARALLEL LINE; SOUTH 82' 47' 15" EAST 447.23 FEET TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE ALONG SAID PROLONGATION SOUTH 70 33' 15" WEST 50 FEET TO THE SOUTH LINE OF SAID LOT 102 THENCE ALONG SAID SOUTH LINE NORTH 82 47' 15" WEST 46:7.05 FEET TO A LINE HEREIN DESIGNATED AS "A", PARALLEL WITH AND DISTANT SOUTHWESTERLY 50 FEET, MEASURED AT RIGHT ANGLES FROM THE ABOVE DESCRIBED LINE NOTED AS HAVING A LENGTH OF 1240.12 FEET; THENCE ALONG SAID PARALLEL LINE NORTH 380 59' 30" WEST .269.59 FEET TO THE NORTHWEST LINE OF SAID LOT 102; THENCE ALONG SAID NORTHWEST LINE SOUTH 5IQ 00' 30" WEST 54.15 FEET TO THE WEST LINE OF SAID LOT 102; THENCE NORTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 103 TO THE NORTHERLY PROLONGATION OF THE WEST LINE OF WOODLAWN AVENUE; THENCE ALONG SAID PROLONGATION NORTH 70 33' 15" EAST 72.25 FEET TO SAID LINE DESIGNATED AS "A", THENCE ALONG SAID LINE "A", NORTH 38° 59' 30" WEST 863.67 FEET TO THE EASTERLY PROLONGATION OF THE SOUTH LINE OF 56TH STREET, THENCE WESTERLY ALONG SAID PROLONGATION, 63.04 FEET TO THE EAST LINE OF HELIOTROPE AVENUE; THENCE NORTHERLY ALONG SAID EAST LINE TO THE POINT OF BEGINNING. EXCEPT ANY PORTION THEREOF WITHIN THE LINES OF PARCEL 1 ABOVE. PARCEL 3: ALL OF LOTS 78 THROUGH 83 INCLUSIVE, THE NORTHWESTERLY 10 FEET AND THE SOUTHWESTERLY 17 FEET OF LOT 84 AND THE SOUTHWESTERLY 17 FEET OF LOT 85, ALL IN TRACT NO. 7923, IN THE COUNTY OF LOS ANGELES., STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE SOUTHEAST I FOOT OF SAID LOT 85. ALSO EXCEPT FROM THE SOUTHWEST 17 FEET OF THE NORTHWEST 10 FEET OF LOT 84 AND THE SOUTHWEST 17 FEET OF LOT 85, ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCE IN SAID LAND, AS RESERVED BY STEEL A-3 W ES`I a23653087.7 i MERCHANTS COMPANY, A CO PARTNERSHIP, BY DEED RECORDED SEPTEMBER 4, 1958 IN BOOK D206 PAGE 140, OFFICIAL RECORDS. PARCEL 4: LOTS 74, 75, 76 AND 77 OF TRACT 7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 8.3 INCLUSIVE OF MAPS; IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APNs: 6314-019-.900 and 6 314- -9 022 00 A-4 WF.M223653087.7 B-1 WES'R223653087,7 EXHIBIT "C" SCHEDULE OF LEASES Tenant: Matheson Tri-Gas, Inc. Annual Net Rent: $192,317 Escalations: $595,156.00 on June 28,. 2012 Expiration: December 26, 2030 Security Deposit: $-0 Expenses: Property is le on a triple net basis with tenant responsible for all structural, non-structural and operating: expenses. Options: Two 10-year options C-1 WES11223653087.7 EXHIBIT "D" EARNEST MONEY ESCROW AGREEMENT TO: Chicago Title and Trust Company 700 South Flower Street, Suite 800 Los Angeles, California 90017 Attention: Ms. Patricia Schlageck RE s Escrow Trust No. DATE: 12011 1. PARTIES A. Seller, City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Facsimile Number: 323-826-1491 Attention: Mr. Mark Whitworth., City Administrator B. Purchaser: CenterPoint Properties Trust 1808 Swift Drive Oak Brook, Illinois 60523-1501 Facsimile Number: 630-586-8010 Attention: JamesN. Clewlow C. Escrow Holder: Chicago Title and Trust Company 700 South Flower Street, Suite 800 Los Angeles, California 90017 Attention: II. PRELIMINARY STATEMENTS A. Concurrently with'the execution and. delivery of this Earnest Money Escrow Agreement, Seller and Purchaser have executed and delivered a certain Purchase and Sale Agreement ("Agreement"), Under the terms of the Agreement, Seller has agreed to sell to Purchaser that certain parcel of land and improvements thereon located at 5555 District Blvd., Vernon, California B. Pursuant to Paragraph 2A of the Agreement, Purchaser is required to deposit with the Escrow Holder the sum of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) ("Initial Deposit") to be held by Escrow Holder pursuant to the terms and provisions of this Earnest. Money Escrow Agreement. C. Pursuant to Paragraphs 7A and 9B of the Agreement, Purchaser has the right to terminate the Agreement and to have the Initial, Deposit and interest earned thereon returned to Purchaser. D. In addition, in the event that Purchaser does not elect to terminate this Agreement pursuant to Paragraph 7A or 9B, then Purchaser shall deliver to Escrow Holder the sum of One Hundred. Fifty Thousand and No/100 Dollars ($150,000.00) as additional earnest money ("Additional Deposit") within five (5) days after the expiration of the Inspection Period (said Initial Deposit and Additional Deposit, including any and all interest accrued thereon, is collectively, the "Earnest Money"). D-1 WHM23653687.7 Ill. DEPOSIT OF EARNEST MONEY INVESTMENTDIRECTIONS A. Concurrently herewith, Purchaser has deposited the Earnest Money with the Escrow Holder in accordance with the Agreement. - B. Escrow Holder is hereby authorized and directed to invest the Earnest Money or any portion thereof in accordance with the written. direction of Purchaser (or Purchaser's Counsel). Unless otherwise provided pursuant to the provisions of Section IV hereof, such investment shall be for the benefit of Purchaser. The Federal Taxpayer Identification Number of the Purchaser is- IV. INSTRUCTIONS A. In the event Escrow Holder receives prior to the end of the Inspection Period, or within the. period allotted under Paragraph 7B of the Agreement, from Purchaser a certification in the form attached hereto as Schedule 1,. then Escrow Holder is authorized and directed to return to Purchaser, Within one (1) business day thereafter, the Initial Deposit, together with all interest earned thereon. B. Except as set forth in Paragraph W.A. above, the. Escrow Holder is instructed to hold and invest the Earnest Money, together with all interest earned thereon, until the Escrow Holder is in receipt of (i) a joint.written direction from Seller (or Seller's Counsel) and Purchaser (or Purchaser's Counsel) or (ii) an order; judgment or decree addressed to Escrow Holder which shall have been entered or issued by any court and. which shall determine the disposition of the Earnest Money and all interest earned thereon, C. Any party '.delivering a notice required or permitted hereunder shall simultaneously deliver copies of such notice to all parties listed in Section I of this Earnest Money Escrow Agreement. All notices required herein shall be either personally delivered, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier and shall, in all instances, be deemed to have been received upon delivery thereof. D Except as otherwise expressly set forth in this Earnest Money Escrow Agreement, Escrow Holder shall disregard any and all notices or warnings given by any of the parties hereto. E. In case Escrow Holder obeys or complies with any order, judgment or decree of any court with respect to the Earnest Money, Escrow Holder shall not be liableto any of the parties hereto or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified,; annulled, set aside or vacated. In case of any suit or proceeding regarding this Earnest Money Escrow Agreement to which Escrow Holder is, or may be at any time a party, Seller and Purchaser shall each be liable for one-half of all such costs, fees and expenses incurred or sustained by Escrow Holder and shall forthwith pay the same to Escrow Holder upon demand; provided, however, that in the event Escrow Holder is made a party to any suit or proceeding between Seller and Purchaser, the prevailing party in such suit or proceeding shall have no liability for the payment of Escrow Holder's costs, fees and expenses. F, Escrow Holder is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of this Earnest Money Escrow Agreement. G. In no case shall the above mentioned deposits be surrendered except (i) in the manner specifically' described in this Earnest Money Escrow Agreement; (ii) on an order signed by the Seller (or Seller's Counsel) and Purchaser (or Purchaser's Counsel); or (iii) in obedience to the process of order of a court as aforesaid. D-2 WESM23653087.7 H. All fees of Escrow Holder shall: be charged one-half to Seller and tine -half to Purchaser. 1. Except as to deposits of funds for which EscrowHolder has received express written direction from Purchaser (or Purchaser's Counsel) concerning investment or other handling, the parties hereto agree that the Escrow Holder shall be under no duty to invest or reinvest any deposits at any time held by it hereunder; and, further, that Escrow Holder may Commingle such deposits with other deposits or with its own funds in the manner provided for the administration of funds under applicable law and may use any part or all such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any, provided., however,. nothing herein shall diminish Escrow Holder's obligation to apply the fully amount of the deposits in accordance with the terms of this Earnest Money Escrow Agreement. J. Any order, judgment or decree requiring. the Escrow Holder to disburse the Earnest Money shall not be binding upon Purchaser or Seller as to the ultimate disposition of the Earnest Money unless and until a final; non -appealable order, judgment or decree is entered by a court having jurisdiction thereof. K. This Earnest Money Escrow Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. FOR SELLER: ALA PIPER LLP (US) By: Attorney for Seller FOR PURCHASER: RICHMOND BRESLIN LLP By Attorney for Purchaser Accepted this day of 2011 Chicago Title and Trust Company, Escrow Holder By: Name: Title: D-3 WPS'n223633087.7 SCHEDULEI CERTIFICATION The undersigned hereby certifies to Chicago Title and Trust Company, as Escrow Holder under that certain Earnest Money Escrow Agreement dated 2011, Escrow Trust Number , that the undersigned has elected to terminate that certain Purchase Agreement dated 2011 by and between CenterPoint Properties Trust, a Maryland real estate investment trust. as Purchaser and as Seller pursuant to Paragraph [7A][9B] of the Purchase Agreement, CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust By: Name: Title: D-4 WEST\223653087.7 EXHIBIT "Ell PERMITTED EXCEPTIONS EXHIBIT "F" BILL OF SALE a ("Seller") having its principal place of business at in consideration of TEN AND NO/100 ($10.00) DOLLARS, receipt of which is hereby acknowledged, does hereby sell, assign, transfer and set over to CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust ("Purchaser"), all of Seller's- right, title and interest in and to the following described personal property, to -wit: All equipment, apparatus, machinery, cranes, appliances, furnishings, signs, site plans, surveys, soil and substrata studies, architectural renderings, plans and specifications, engineering plans and studies, floor plans and other plans or studies of any kind, leasing brochures, market studies, tenant: data sheets and other supplies,. fixtures and personal and tangible property. owned by Seller and used. or usable in connection with the operation. and ownership of the Building or the Land commonly known as (hereinafter referred to as the "Personal Property"), excluding Seller's Confidential Materials as defined in that certain Purchase Agreement by and between Seller and Purchaser dated as of 2011 (the "Purchase Agreement"). IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be signed and sealed in its name by its officers thereunto duly authorized this day of 2011. By: Name: Title: F-1 wES I12236530$7.7 EXHIBIT "G" ASSIGNMENT OF LEASES AND CONTRACTS ("Assignor"), in consideration of the sum of TEN AND N0/100 ($10.00) DOLLARS in hand paid and other good and valuable consideration, the receipt of which is hereby acknowledged, hereby assigns, transfers, sets over and conveys to CenterPoint Properties Trust, a Maryland real estate investment trust ("Assignee"), .all of Assignor's right, title and interest in and to (i) those leases and guarantees thereof set forth on Exhibit "A" attached, hereto and made a part hereof ("Leases"), together with any security deposits tendered to Assignor under the Leases, and (ii) those service contracts and other agreements listed on Exhibit "A" attached hereto and made a. part hereof (collectively, "Contracts"), all pertaining to the real property and improvements thereon commonly known as , Assignor represents and warrants to Assignee that: (a) Assignor is the sole.owner of (i) all of the Landlord's right, title and`interest in and to the Leases, and (HI) all of the owner's right, title and interest in and to the Contracts; and (b) No part of the rents reserved in the Leases have been previously assigned and no part of such rents, for any period subsequent to the date hereof, has been collected in advance of the due date thereof. This Assignment: shall be binding upon and inure to benefit of Assignor, Assignee and their respective successors and assigns. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment of .Leases and Contracts this day of , 2011, which Assignment is effective this date. ASSIGNOR: ,a By: Name; Title: G.-1 WES'R223653087.7 EXHIBIT "H" RE -AFFIRMATION OF REPRESENTATIONS AND WARRANTIES THIS RE -AFFIRMATION OF REPRESSENTATIONS AND WARRANTIES ("Re -Affirmation") is made as of this day of 2011 by , a WITNESSETH: WHEREAS, that certain Purchase Agreement dated as of ("Contract") was entered into between Seller and CenterPoint Properties Trust, a Maryland real estate investment- trust,, as purchaser ("Purchaser"), pertaining to the purchase and sale of the property commonly known as " " legally described on Exhibit i°A" attached hereto and made a part hereof "Property"); and WHEREAS, as a condition to the closing of the transaction contemplated under the Contract, Seller is required to execute and deliver this Re -Affirmation. NOW, THEREFORE, for Ten Dollars ($10.00) in hand paid, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby certifies to Purchaser that all of the representations and warranties made by Seller pursuant to the Contract are true and correct as of the date 'hereof and are rearmed and remade as of the date hereof to Purchaser by Seller, except as shown on Schedule. * to the Contract and/or Exhibit "S" attached hereto and made a part. hereof. This Affirmation has been delivered by Seller to Purchaser pursuant to the terms of the Contract and nothing herein contained is intended to modify the terms of the Contract. The matters addressed hereby are subject to any limitations on liability and survival periods set forth in the Contract. IN WITNESS WHEREOF, Seller has executed and delivered this Re -Affirmation as of the day and year first above written. By: Name: Title: H-1 WGS71223653087.7 EXHIBIT "A" LEGAL DESCRIPTION PARCELI: THOSE PORTIONS OF LOTS 105,106 AND 107 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY:, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE, 50 FEET WIDE, EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE,, AS SAID STREETS ARE SHOWN ON SAID TRACT 7923; THENCE NORTH 33 21' 00" EAST ALONG THE NORTHWESTERLY LINE OF SAID .LOT 107, A DISTANCE OF 394.65 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE SOUTH 540 27' 40" EAST ALONG T14E NORTHEASTERLY LINE OF SAID LOT 107, A DISTANCE OF 134.17 FEET TO THE BEGINNING OF A TANGENT CURVE THEREIN, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 455.30 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15° 26, 15", AN ARC DISTANCE OF 122.67 FEET; THENCE TANGENT TO SAID CURVE SOUTH 39° 01' 25" EAST ALONG THE NORTHEASTERLY LINES OF SAID LOTS 105, 106 AND 107, A DISTANCE OF 517.25 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 105; THENCE SOUTH 510 00' 14" WEST ALONG THE SOUTHEASTERLY LINE OF SAID LOT 105, A DISTANCE OF 457.22 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "B" IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1.942 IN BOOK 19198 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 38' 59' 50" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY' OF MAYWOOD RECORDED AS DOCUMENT NO. 1 OF AUGUST 20, 1940 IN BOOK 17750 AT PAGE 183, THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3, RECORDED IN BOOK 978.7 AT PAGE 9, AND THE NORTHEASTERLY LINE OF PARCEL "C" OF SAI.D DEED RECORDED IN BOOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C", NORTH 82° 47' 3.5 WEST 63.04 FEET TO THE EASTERLY LINE OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 70 33' 00" EAST 33.88 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE, NORTH 330 21' 00" EAST 50.02 FEET TO THE POINT OF BEGINNING. EXCEPT ALL OIL,. GAS AND OTHER PETROLEUM AND MINERAL SUBSTANCES, BUT WITHOUT THE RIGHT OF SURFACE ENTRY AS RESERVED IN BOOK 20565 PAGE 1, H-2 WES'[1223653087.7 OFFICIAL RECORDS, FROM THAT PORTION OF SAID LAND INCLUDED WITHIN THOSE PORTIONS OF LOTS 105,106 AND 107 OF TRACT NO. 7923, IN THE CITY OF MAYWOOD,, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, .MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED ' AS DOCUMENT NO. 2403 ON APRIL 10, 1952 IN BOOK 38681 AT PAGE 218 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, WHICH MOST WESTERLY CORNER IS A POINT IN THE ' SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF FIFTY-SECOND PLACE AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG A SOUTHWESTERLY LINE OF SAID MAYWOOD GLASS PROPERTY AND SAID PROLONGATION .SOUTH. 540 27' 15" EAST 80.12 FEET TO AN ANGLE POINT IN SAID SOUTHWESTERLY LINE; THENCE CONTINUING ALONG SAID SOUTHWESTERLY LINE AND ALONG THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO. 253 OF NOVEMBER 3, 19.38 IN BOOK 16177 AT PAGE 216 OF SAID OFFICIAL RECORDS, SOUTH 38" 59' 30" EAST 570.85 FEET TO THE END THEREOF; THENCE ALONG THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF SAID LAST MENTIONED PARCEL, SOUTH 51'° 00' 30" WEST 50.00 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL `B" IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1942 IN BOOK 191.98 AT PAGE 193 OF SAID OFFICIAL RECORDS THENCE NORTH38' 59' 30" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE, TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO. 1 OF AUGUST 20, 1940 IN BOOK 17750 AT PAGE 183, THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3 RECORDED IN BOOK 9787 AT PAGE 9 AND THE NORTHEASTERLY LINE_ OF PARCEL "C" OF SAID DEED RECORDED IN BOOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C", NORTH 820 47' 15" WEST 63.04 FEET TO THE EASTERLY LINE OF HELIOTROPE AVENUE, - 50 FEET WIDE, - AS SHOWN ON SAID MAP OF TRACT N0, 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 70 33' 15" EAST 33.88 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE.OF SAID HELIOTROPE AVENUE; NORTH 330 19' 4.5" .EAST 50.02 FEET TO THE POINT OF BEGINNING. PARCEL 2: AN EASEMENT FOR USE IN COMMON WITH OTHERS, FOR INGRESS AND EGRESS IN AND ON THE PRIVATE STREETS KNOWN AS 52ND PLACE AND 58TH PLACE, IN THE CITY OF MAYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, COVERING THOSE CERTAIN PORTIONS OF LOTS 102 TO 1.07 INCLUSIVE OF TRACT H-3 WESM- 23653087.7 7923, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 OF MAPS, RECORDS OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE; THENCE SOUTHEASTERLY ALONG SAID PROLONGATION 80.12 FEET; THENCE SOUTH 38' 59' 30" EAST 1240.12 FEET TO A POINT IN A LINE PARALLEL WITH THE SOUTHERLY LINE OF SAID LOT 102 AND DISTANT NORTHERLY 50 FEET, MEASURED AT RIGHT ANGLES THEREFROM, WHICH LAST MENTIONED POINT IS DISTANT WESTERLY ALONG SAID' PARALLEL LINE 447.23 FEET FROM THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE ALONG SAID PARALLEL LINE; SOUTH 82' 47' 15" EAST 447.23 FEET TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE: ALONG SAID PROLONGATION SOUTH 70.33' 15" WEST 50 FEET TO THE SOUTH LINE OF .SAID LOT 102; THENCE ALONG SAID SOUTH LINE NORTH 820 47' 15" WEST 467.05 FEET TO A LINE HEREIN DESIGNATED AS "A", PARALLEL WITH AND DISTANT SOUTHWESTERLY 50 FEET, MEASURED AT RIGHT ANGLES FROM THE ABOVE DESCRIBED LINE NOTED AS HAVING A LENGTH OF 1240.12 FEET; THENCE ALONG SAID PARALLEL LINE NORTH 38" 59" 30" WEST 269.59 FEET TO THE NORTHWEST LINE OF SAID LOT 102; THENCE ALONG SAID NORTHWEST LINE SOUTH 51 0 00' 30" WEST 54.15 FEET TO THE WEST LINE OF SAID LOT 102; THENCE NORTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 103 TO THE NORTHERLY PROLONGATION OF THE WEST LINE OF WOODLAWN AVENUE; THENCE ALONG SAID PROLONGATION NORTH 70 33' 15" EAST 72.25 FEET. TO SAID LINE DESIGNATED AS "A", THENCE ALONG SAID LINE "A", NORTH 380 59' 30" WEST 863.67 FEET TO THE EASTERLY PROLONGATION OF THE SOUTH LINE OF 56TH STREET, THENCE WESTERLY ALONG SAID PROLONGATION, 63.04 FEET TO THE EAST LINE OF HELIOTROPE AVENUE; THENCE NORTHERLY .ALONG SAID EAST LINE TO THE POINT OF BEGINNING. EXCEPT ANY PORTION THEREOF WITHIN THE LINES OF PARCEL 1 ABOVE. PARCEL 3: ALL OF LOTS 78 THROUGH 83 INCLUSIVE; THE NORTHWESTERLY 10 FEET AND THE SOUTHWESTERLY 17 FEET OF LOT 84 AND THE SOUTHWESTERLY 17 FEET OF LOT 85., ALL IN TRACT NO. 7923, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,' AS PER MAP RECORDED IN BOOK 1.13 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE SOUTHEAST 1 FOOT OF SAID LOT 85. ALSO EXCEPT FROM THE SOUTHWEST 17 FEET OF THE NORTHWEST 10 FEET OF LOT 84 AND THE SOUTHWEST 17 FEET OF LOT 85, ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCE IN SAID LAND, AS RESERVED BY STEEL MERCHANTS COMPANY, A CO PARTNERSHIP, BY DEED RECORDED SEPTEMBER 4, 1958 IN BOOK D206 PAGE 140, OFFICIAL RECORDS, H-4 WEM23653087.7 PARCEL 4: LOTS 74, 75, 76 AND 77 OF TRACT 7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OFTHE `COUNTY RECORDER OF SAID COUNTY. AM: 6314-019-900 and 6314-022-900 H-5 WESM23653087.7 EXHIBIT «B" EXCEPTIONS: TO REPRESENTATIONS AND WARRANTIES EXHIBIT "I" ASSIGNMENT OF INTANGIBLE PROPERTY AND OTHER RIGHTS FOR VALUE RECEIVED, a ("Assignor"), hereby conveys, assigns; transfers; and sets over unto CBNTERPOINT PROPERTIES TRUST, a Maryland real estate investment. trust ("Assignee") all the right, title and interest of Assignor in and to any and all intangible property now or hereafter owned, controlled or held by Seller, in Seller's capacity as a property owner, and not in its governmental.capacity, solely in connection with the Building and the Personal Property, including, but not limited to: (i) all guaranties and warranties (including guaranties and warranties pertaining to construction of the Building). (collectively, the "Warranties") (ii) all air rights, excess floor area rights and other development rights relating or appurtenant to the Land or the Building; (iii) all rights to obtain utility service in connection with the Building and the Land; (iv) assignable licenses and other governmental permits and permissions relating to the Land, the Building, and the operation thereof (collectively, the "Permits"); (v) all trade marks and trade names. The foregoing shall be collectively referred to herein as the "Intangible Property".. All defined terms utilized herein without definition shall have the meaning ascribed to such terms in that certain Purchase Agreement dated by and between Assignor and.Assignee. This Assignment shall be binding upon and shall inure to the benefit. of Assignor, Assignee and their respective successors and assigns. IN WITNESS WHEREOF, Assignor has executed this Assignment of Intangible. Property and Other Rights on this _ day of , 2011, which instrument is effective this date. ASSIGNOR: 'a EXHIBIT "J" SELLER'S CERTIFICATE The undersigned hereby certifies to CenterPoint Properties Trust, a Maryland real estate investment trust ("CenterPoint") as follows: I: All keys, if any, to the building located at have been delivered to CenterPoint as of the date hereof;'and 2. Originals of (i) the Lease and all Contracts assigned to CenterPoint pursuant to that certain Assignment of Lease and Contracts of even date herewith from the undersigned in favor of CenterPoint and (ii) all intangible personal property assigned to CenterPoint pursuant to that certain Assignment of Intangible Property and Other Rights of even .date herewith from the undersigned in favor of CenterPoint have been delivered to CenterPoint as of the date hereof. Dated as of , 2011 By: Name: Title: EXHIBIT 11K1r A,TTORNMENT LETTER znTt Re: Notice of Change of Ownership' Dear You are hereby notified as follows: 1. As of the date hereof, , a has transferred, sold, assigned, and conveyed all of its interest in and to the property commonly known as (the "Property"), to ("New Owner"). 2. New Owner is, as of the date hereof, responsible for your tenants' security deposit, if any, with respect to your leased premises at the Property. 3. Future rental payment with respect to your leased premises at the Property should be made to the New Owner at 2023 Paysphere Circle, Chicago, Illinois 60674. 4. Notices to New Owner should be sent to 1808 Swift Drive, Oak Brook, Illinois 60523- 1501, Attention:, Sean P. Maher. Yours truly, FORMER OWNER By: -- - Name: Title: K-1 WES'R223653087.7 EXHIBIT nZn , TENANT EMPPEL CERTIFICATE Property Name: ("Property„) Tenant: To; CenterPoint.Properties Trust ("Purchaser") DEFINITIONS: Lease Date: Landlord: Tenant: Security Deposit: Date of Possession; Rent Commencement Date - Monthly Base -Rent: Annual Base Rental Amount: Monthly Deposits: Term: Termination Date; Renewal Option(s): Square Footage: Use: Tenants Address For Notices: "Purchaser" proposes to purchase the Property and this Tenant Estoppel Certificate is .to be made and delivered in connection with that purchase. The undersigned Tenant under the above -referenced lease datedas of the Lease Date between Landlord and Tenant ("Lease"), certifies, represents, confirms and agrees in favor of Purchaser the following: 1. All of the information set forth on the above schedule is true and correct. 2. The above -described. Lease has not been canceled, modified; assigned, extended or amended and contains the entire agreement between Landlord and Tenant except as follows: L-1 WES'In223653087.7 3. Rent has been paid to There is no Prepaid Rent. The amount of the Security Deposit is as set forth above, which is currently being held by Landlord, 4. Tenant took possession of the leased premises on the. Date of Possession, and commenced to pay rent on the Rent Commencement Date, in the amount of the Monthly Base Rent; each payable in advance, Our current Annual Base Rental Amount is as set forth above, payable in equal monthly installments, subject to percentage rental, common area maintenance charges, escalation charges and other charges in accordance with the. terms and provisions of the Lease.,which as of the date hereof total the Monthly Deposit Amount, each payable in equal monthly installments in advance. We are currently in occupancy of the leased premises. No "discounts" "free rent "discounted rent" or "abatements of rent" have been agreed to or are in effect. 5. The Lease is for the Term set forth above .and ending on the Termination Date, and we have the Renewal Option(s) set forth above. 5, All space and improvements covered by the Lease have been completed and furnished to the satisfaction of Tenant, all conditions required under the Lease have been met, -and Tenant has accepted and taken possession of the leased premises on the Date of Possession as set forth above_ and presently occupies the leased premises, presently consisting of the Square Footage as set forth above. 7. The Lease is (a) in full force and_effect, and (b) free from default by both Landlord and. Tenant; and we have no claims, liens, charges or credits against Landlord or offsets against rent. 8. The undersigned has not assigned. or sublet. the Lease, nor does the undersigned hold the Property under assignment or sublease, 9. There are no other agreements written or oral, between the undersigned and Landlord with respect: to the Lease and/or the leased premises and building. Landlord has satisfied all commitments, arrangements or understandings made to induce Tenant to enter into the Lease, and Landlord. is not in any respect in default in the performance of the terms and provisions of the Lease, nor is there now any fact or condition which, with notice or lapse of time or both, would become such a default. 10. The leased premises are currently being; used for the Use set forth above. 11. Tenant is maintaining (free of default) all insurance policies that the Lease requires Tenant to maintain. 12. Neither Landlord nor Purchaser nor any of their respective successor or assigns; has or will. have any personal liability of any kind or nature under or in connection with the Lease; and, in the event of a default by Landlord or Purchaser under the Lease, Tenant shall look solely to Landlord's or Purchaser's interestinthe building in which the leased premises are located. 13. Tenant is not in any respect in default under the terms and provisions of the Lease (nor is there now any fact or condition which, with notice or lapse of time .or both, would become such a default), and Tenant has not assigned, transferred or hypothecated its interest under the Lease. 14, Tenant.(i) does not have any option or preferential right to purchase: all or any part of the leased premises or all or any part of the building of which the leased premises are a part; and (ii) does not have any right, title or interest with respect to the leased premises other than as lessee under the Lease. L-2 WES`I1223653087.7" 15. We understand. that Purchaser is planning to purchase the Property on which the leased premises is located to Purchaser, and we agree to make all payments required under the Lease to Purchaser upon our receipt of notice from Landlord and/or Purchaser. Further, upon receipt of such notice, we will thereafter look to Purchaser and not Landlord as the landlord under the Lease. We agree to give all notices required to be given by us to Landlord under the Lease to Purchaser upon our receipt of said notice. 1:6. The statements contained herein may be relied upon by Purchaser and by any prospective purchaser or lender of the Property. 17. If Tenant is a Corporation, the undersigned is a duly appointed officer of the corporation signing this Agreement, and is the incumbent in the office indicated under his or her name. If Tenant is a partnership or joint venture; the undersigned. is a duly appointed partner or officer of the partnership or joint venture signing this certificate.. In any event,. the undersigned individual is duly authorized to execute this Agreement on behalf of Tenant. 18. Tenant (a) executes this certificate with the understanding that Purchaser is contemplating purchasing the Property, and that if Purchaser purchases the Property, Lender will do so in material reliance on this certificate; and .(b) agrees that the certifications and representations made herein shall survive such acquisition. 19, The current address to which all notices to Tennant as required under the Lease should be sent is the Tenant's Address for Notices, 20, Purchaser's rights hereunder shall inure to its successors and assigns. 21 Tenant is obligated under the Lease to pay the real estate taxes which are assessed against the Property in a calendar year, Tenant is obligated to pay to Landlord the real estate taxes assessed against the Property during the last year of the term upon Landlord's receipt of a real estate tax bill with respect thereto, even though the Lease term may have expired and Tenant has vacated the Property prior to the issuance of said real estate tax bill. IN WITNESS WHEREOF, Tenant has executed this estoppel certificate as of this day of , 201 L By: Name: Title: L-3 WESn223653087.7 SCHEDULE8 RECEIVED JUL 13 2011 STAFF REPORT CITY CLERK'S OFFICE CITY ADMINISTRATION DATE: July 12, 2011 TO: Honorable Mayor and City Council FROM: Mark C. Whitworth City Administrator RE: Matheson Property Purchase and Sales Agreement At the May 26, 2011 Closed session meeting City Council approved CenterPoint Properties' Letter of Intent to the City's Property located at 5611 District Boulevard (also listed as 5555 District Boulevard) and 4855 E. 52"d Street. The City entered into negotiations with CenterPoint and the final sale price for the property is $8 million. Recommendation It is recommended that the City Council approve the attached Purchase and Sales Agreement at the July 19th, 2011 City Council meeting. Exp USAMN11 w ?0 Tracking-6QI 4-3 Number 7366 A Fr9M P/ve!yn Senders- Compor*dp� CD :, zri. e, _o(,% Iv 6 2 ,YourillM a nd horrects,0011APP aria *C lip f-IM, qo TO 7 'ROPimu,T ents! i: Gz, �O:Nv z .1, Na�� .E c:r, 1 67, L C) COMPW6 rr R.Coi�rii S xa ZV We cann.1tifell—to RO. lioms, c,P.(Y. ZIP codes. 13 z;OepfJn6dq�5'Re/Haom „.I To request a pachge be holdat a speciflo , FedEx location, print FedEx address 71 F, _Zlp, v6t j '4,i 4, 2;, '!7 r 7 :i�iijl !M'i Aev: Data FIRST AMENDMENT TO PURCHASE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AGREEMENT ("Amendment") is made as of the 17th day of August, 2011 by and between CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust ("Purchaser") and THE CITY OF VERNON, CALIFORNIA ("Seller"). RECITALS A. Seller and Purchaser have entered into that certain Purchase .Agreement dated July 19, 2011 (the "Agreement"). All initially capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. B. The Inspection Period under Section 7A of the Agreement expires on Friday, August 19, 2011 and the parties have agreed to amend the Agreement as herein provided. NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and the above recitals which are by this reference incorporated herein, the sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows: 1. Amendment. Seller and Purchaser agree that the Inspection Period set forth in Section 7.A of the Agreement shall be amended to expire at 5:00 p.m. Central time on Monday, September 19, 2011 solely for resolution of the following issues: review and approval of the environmental condition of the Property; review and approval of tenant's financials; and Purchaser's internal management committee and board approval. As Purchaser has received the Survey on August 17, 2011, the parties hereto acknowledge that the Title Review Period set forth in Section 5.B(ii) of the Agreement shall be deemed to expire on Monday, August 22, 2011. 2. Other Provisions in Effect. All other provisions of the Agreement not modified hereby shall remain in full force and effect. 3. Conflict or Inconsistencies. In the event -of any conflicts or inconsistencies between the provisions hereof and those of the Agreement, the provisions hereof shall control. 4., Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree that the use of facsimile or pdf signatures for the negotiation and execution of this Amendment shall be legal and binding and shall have the same full force and effect as if originally signed. [Signatures on Next Page] 808812 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. APPROVED AS TO FM: Michael B. Montgomery, Interim City Attorne SELLER: THECITY OF VERNON, CALIFORNIA By:C� rame: ar ," wole: PURCHASER: CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust By: Name: T;�lo• By: Name: 808812 2 Page 1 of 3 .Juarez, Debbie From: Kung, Alex Sent: Wednesday; August 17, 2011 11:15 AM To: Juarez, Debbie; Muro, Evangelina Subject: I FW: Vernon - Matheson Site - CenterPoint - Proposed Amendment to Extend Due Diligence Attachments: First Amendment to Purchase Agreement (extension) - Vernon.doc Ladies, For your files. Alex From: Hamilton, Michael D.[mailto:Michael. Ham ilton@dlapiper.com] Sent: Tuesday, August 16, 2011 7:50 AM To: Kung, Alex; Whitworth, Mark; Wilson, Kevin Cc: John McMillan; Fluehr, Jessica Subject: Vernon - Matheson Site - CenterPoint - Proposed Amendment to Extend Due Diligence Good morning, Here is the proposed first amendment to purchase agmt pursuant to which the due diligence date will be extended by 30 days. Please note that, on their own initiative, they limited the extended due diligence to selected items. That is somewhat of a fictional concept, in reality, but it demonstrates a good faith effort by them to be fair and not extend for any and all reasons. You will see some language in here about extending the title review period to August 22. In our original agmt, we limit their review of title and survey matters to a shorter period than all due diligence (this is necessary because of lead time necessary in dealings with title companies). Please let me know if this is acceptable to you. We will need to get it signed by the City prior to Friday. -MH Michael D. Hamilton DLA Piper LLP (US) 550 South Hope Street Suite 2300 Los Angeles, California 90071 8/17/2011 Page 2 of 3 T 213.330.7736 F 213.330,7536 M 626.399,2129 Conference 8 8 8.472.4293 Passcode 3307736# michael.hamilton a,dlapiper.com www.dlgpiper.com I MyBio Circular 230 Notice: In compliance with U.S. Treasury Regulations, please be advised that any tax advice given herein (or in any attachment) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax penalties or (ii) promoting, marketing or recommending to another person any transaction or matter addressed herein. From: Jerry Richman [mailto:jrichman@rb-Ilp.com] Sent: Monday, August 15, 2011 7:17 PM To: Hamilton, Michael D.; Fluehr, Jessica Cc: Linn, Jim; Bolognia, Kerrie Subject: CenterPoint - City of Vernon transaction I am told that our clients have discussed and agreed upon a 30 day extension of the inspection period. Enclosed, please find a draft First Amendment to Purchase Agreement for your review. Please review and contact me with any questions or comments and advise if acceptable so we can exchange pdf counterparts. As I am simultaneously sending the enclosed to my client, it remains subject to their review. Jerry Richman Partner Richmond Breslin LLP 233 South Wacker Drive, Suite 5775 Chicago, Illinois 60606 Voice (Direct): 312-568-4379 Fax: 312-258-0977 irichmankRB-LLP.com ii Please consider the environment before printing this e-mail This communication may be confidential and covered by the attorney -client privilege and work product. doctrine. Unless you are the addressee (or authorized to receive for the addressee), you may not use, copy or disclose to anyone the message or any information contained in the message. If you have received the message in error, please advise the sender by reply e-mail and delete the message. Although this email and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by Richmond Breslin LLP for any loss or damage arising in any way from its use. 8/17/2011 Page 3 of 3 IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein. Please consider the environment before printing this email. The information contained in this email may be confidential and/or legally privileged. It has been sent for the sole use of the intended recipient(s). If the reader of this message is not an intended recipient, you are hereby notified that any unauthorized review, use, disclosure, dissemination, distribution, or copying of this coin munication, or any of its contents, is strictly prohibited. If you have received this communication in error, please reply to the sender and destroy all copies of the message. To contact us directly, send to postmaster dlapiper.com. Thank you. 8/ 17/2011 Page 1 of 1 Juarez, Debbie From: Kung, Alex Sent: Wednesday, August 17, 2011 3:57 PM To: Juarez, Debbie Subject: FW: Matheson extension Attachments: CenterPoint - 1 st amendment.pdf; cnt counterpart of vernon amendment.pdf Debbie, For your files. From: John McMillan[mailto:John.McMillan@cushwake.com] Sent: Wednesday, August 17, 2011 3:54 PM To: Fluehr, Jessica Uessica.fluehr@dlapiper.com); Michael Hamilton (michael.ham ilton@dlapiper.com) Cc: Kung, Alex; Whitworth, Mark; Jeff Sanita; Tim Wallace Subject: Matheson extension See attached from Jim Linn. Assuming you've already received it. Has it all been sent to escrow? 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 Broch ure2Q2011 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. 8/17/2011 FIRST AMENDMENT TO PURCHASE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AGREEMENT ("Amendment") is made as of the 17th day. of August, 2011 by and between CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust ("Purchaser") and THE CITY OF VERNON, CALIFORNIA ("Seller"). RECITALS A. Seller and Purchaser have entered into that certain Purchase Agreement dated July 19, 2011 (the "Agreement"). All initially capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. B. The Inspection Period under Section 7A of the Agreement expires on Friday, August 19, 2011 and the parties have agreed to amend the Agreement as herein provided. NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and the above recitals which are by this reference incorporated herein, the sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows: 1. Amendment. Seller and Purchaser agree that the Inspection Period set forth in Section TA of the Agreement shall be amended to expire at 5:00 p.m. Central time on Monday, September 19, 2011 solely for resolution of the following issues: review and approval of the environmental condition of the Property; review and approval of tenant's financials; and Purchaser's internal management committee and board approval. As Purchaser has received the Survey on August 17, 2011, the parties hereto acknowledge that the Title Review Period set forth in Section 5.13(ii) of the Agreement shall be deemed to expire on Monday, August 22, 2011. 2. Other Provisions in Effect. All other provisions of the Agreement not modified hereby shall remain in full force and effect. 3. Conflict or Inconsistencies. In the event of any conflicts or inconsistencies between the provisions hereof and those of the Agreement, the provisions hereof shall control. 4. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree that the use of facsimile or pdf signatures for the negotiation and execution of this Amendment shall be legal and binding and shall have the same full force and effect as if originally signed. [Signatures on Next Page] 808812 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. 7' /"' * -- upj�) Will rd G. YamaguI i Ci y Clerk APPROVED AS TO F . Mi&h-ale-f B. Montgomery, Interim City Attorney ,- SELLER: THECITY OF VERNON, CAIAFORNIA By: .—PU N me: Ti le: Y PURCHASER: CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust LIM Name: Title: Name: Title: 808812 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. SELLER: THECITY OF VERNON, CALIFORNIA By: Name: Title: PURCHASER: CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust RICHMBNO BRESLIN LLP ,ovi�3 n Z 001l004 i,/-Ok7' 233 South Wacker Drive Suite 5775 Chicago, Illinois 60600 312 568 4400 312 258 0977 Fax TELECOPiER COVER LETTER IMPORTANT: This message Is Intended only for the use Of the Individual or entity to whirl~ it Is addressed and may contain Information that Is privileged, conHdentiai and exempt from disclosure under the applicable law. if the reader of this message Is not the intended recipient, or the employee or agent responsible for delivering the message to the Intended recipient, you are hereby notified that'any dissemination, distribution or copying of this communication is strictly prohibited, If you have received MIS comtlunicallon in error, please ao notify us Immediately by telephone and return the original message to us at the above address via the United States Postal Service. Thank you, DATE: August 19, 2011 To: NAME: Mr, Mark Whitworth City Administrator, City of Vernon NAME: ' Michael Hamilton, Esq DLA Piper LLP NAME: FROM: I Jerry Richman, Esq RE: CLIENT -MATTER NUMBER: 11000.87200 NUM13ER of PAGES WITH COVER PAGE: Message: FAx No.:323/826-1491 FAx No.:2131330-7536 FAx No.: PIioN I=: 3'12/668-4379 4 08/13/2011 11:58 FAX 3122580377 RICHMOND BRESLIN LLP la002/004 RI HMOND BRE LINLLP August 19, 2011 VIA OVERNIGHT DELIVERY & VIA FACSIMILE 323 826-1491 Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe, Avenue Vernon, California 90058 233 South War:kw Drive Suite 5775 Chicago, Illinois 60606 312 568 4400 '112 258 0977 Fax Jerry Richman Partner 312.568.4379 jrichman@RR-LLP.com Re: Purchase Agreement dated as of July 19, 2011 ("Agreement") by and between The City of Vernon, California ("Seller") and CenterPoint Properties Trust ("Purchaser") for 5555 District Blvd., Vernon, California ("Property") RB File No. 11000.87200 Dear Mr, Whitworth: This letter is being sent to you on behalf of Purchaser pursuant to Section 513(ii) of the above -referenced Agreement as Purchaser's Objection Notice to the Title Commitment and Survey, as hereinafter defined. I have reviewed that certain Commitment for Title Insurance Order No. 116743168-X49 'with an effective date of July 20, 2011("Commitment'') issued by Chicago Title Insurance Company ("Title Company") and the A.L.T.A./A.C.S.M. Survey ("Survey") dated August 15, 2011 prepared by foresight Engineering, Inc. ("Surveyor") and have the following objections to the Commitment and Survey: 1. All Schedule B requirements should be complied with, the Commitment should be updated prior to Closing, the Proposed Insured and Amount of Insurance should be updated and there will be no loan policy. 2. Purchaser objects to the exceptions to the legal description with respect to the reservation of all oil, gas, and other petroleum and mineral substances, but Purchaser will accept a 100.29 endorsement as Seller's cure for this objectionable matter. 3. With respect to the Schedule B Exceptions- (a) Exception 1 should be updated to state that it affects only Parcel 2; (b) Exception 2 should be updated to state that it affects Parcel 4 only; (c) Exception 3 should be deleted or endorsed over; (d) Exception 4 should be updated to state that it affects only Parcel 4; (e) Exception 808836-1 08/19/2011 11:56 FAX 3122580977 RICHMOND BRESLIN LLP U 003/004 RICHMOND BRESLIN LLP August 19, 2011 Page 2 5 should be deleted or endorsed over; (f) Exception 6 should be updated to state that it affects only Parcel 2; (g) Exception 7 should be updated to state that it affects only Parcels 3 and 4; (h) Exception 8 should be deleted or endorsed over; (i) Exception 9 should be updated to state that it affects only Parcel 1; 0) Exceptions 10 should be updated to state that it affects only Parcels 2 and 4; (k) Exception 11 should be updated to state that it affects only Parcel 3; (1) Exception 12 should be updated to state that it affects only Parcel 3; (rn) Exception 13 should be updated to state that it affects only parcel 2; (n) Exception 14 should be updated to state that it affects only Parcel 2; (o) Exception 15 should be updated to state that it affects only Parcel 2; (p) Exception 16 should be updated to state that it affects only Parcel 2; (q) Purchaser objects to Exception 17, as the exact directional boundaries of this exception must be shown on the Survey so that Purchaser can determine how much of the street they are obligated to maintain under the exception.; (r) Exception 18 should be updated to state that it affects only Parcel 2 or deleted as already easement rights; (s) Exception 19 should be updated to state that it affects only Parcel 2 or deleted as already easement rights; (t) Exception 20 should be updated to state that it affects only Parcel 2 or deleted as already easement rights; (u) Exception 21 should be deleted as it is not shown on the Survey as affecting the Property; (v) Exception 22 should be updated to state that it is a 25 foot wide easement over a portion of Parcel I in favor of Corn Ed; (w) Exception 23 should be deleted and Exception 28 should be modified to read "lights of Matheson Tri-Gas, as tenant only, with no rights to purchase;" (x) Exception 24 should be deleted as it is not shown on the Survey as affecting the Property; (y) Exception 25 should be deleted and Seller is required under the Agreement to remove said exception; (z) Purchaser objects to Exception 26 but will accept a 103-5-06 endorsement as Seller's cure for this objectionable matter; and (aa) Purchaser objects to Exception 27 and purchaser has sent a copy of the Survey to the Title Company for review and Purchaser must reserve the right to object to any additional exceptions raised on the Commitment after the Title Company's review of the Survey and this objection notice. 4. Purchaser will need to review pro forma versions of the following endorsements: (i) an ALTA 3.1 zoning endorsement with parking, (ii) an access endorsement, (iii) a subdivision endorsement, (iv) a utility facility endorsement, (v) a restrictions endorsement insuring over the recorded covenants, conditions or restrictions of record, (vi) an endorsement insuring that the real estate tax bills relating to the Property do not include real estate taxes pertaining to any other real estate, (vii) a contiguity endorsement, (viii) encroachment endorsement, if applicable, and (ix) a survey endorsement_ 5. Purchaser has the following objections to the Survey (and have copied the surveyor on this notice): (a) no curb cuts are shown, so hove is there access to the streets; (b) if District, Heliotrope and 561h Street are public rights of way, they should be labeled as such; (c) the Property borders should be in bold, not broken 808836-1 08/18/2011 11:58 FAX 3122580977 RICHMOND BRESLIN LLP tLdj004/004 RI HMOND BRESLIN LLP August 19, 2011 Page 3 lines; (d) the boundaries of adjacent streets should be shown to be contiguous to the property lines; (e) the address is shown as 5611 District and 4855 E. 52"', Place and not the address from the Agreement of 5555 District, so please explain; and (f) Parcel 2 states it that is also an easement over 58t" Place, but that portion of the casement is not shown on the Survey. Please let me know if you have any questions or concerns. All terms used herein, unless otherwise specified, shall have the same meaning ascribed to them in the Agreement. Very truly yours, Jerry Mfirnaan cc: Michael Hamilton, Esq. (via overnight mail to DLA Pifer LLP, 550 S. Hope Street, Suite 2300, Los Angeles, CA 90058 & via facsimile to (213) 330-7536)) Mr. Nader Qoborsi (via email) Mr. Gerry Castro (via email) Jim Linn(via email) Kerrie $olognia (via email) 808836-1 Kung, Alex From: Hamilton, Michael D. <Michael.Hamilton@dlapiper.com> Sent: Tuesday, August 23, 20118:04 AM To: Kung, Alex; John.McMiIlan@cushwake.com Cc: Whitworth, Mark Wilson, Kevin Subject: RE: Matheson Yes, we are handling the response. Thank you, Michael D. Hamilton DLA Piper LLP (US) 550 South Hope Street Suite 2300 Los Angeles, California 90071 T 213.330.7736 F 213.330.7536 M 626.399.2129 Conference888.472.4293 Passcode 3307736# michael.hamiltonkdlapiper.com www.dlapiper.com I MyBio Circular 230 Notice: In compliance with U.S. Treasury Regulations, please be advised that any tax advice given herein (or in any attachment) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax penalties or (ii) promoting, marketing or recommending to another person any transaction or matter addressed herein. From: Kung, Alex [mailto:akung@ci.vernon.ca.us] Sent: Tuesday, August 23, 2011 7:57 AM To; Hamilton, Michael D.; John. McMillan@cushwake.com Cc: Whitworth, Mark; Wilson, Kevin Subject: Matheson Mr. Hamilton, i Mark received the attached fax from Centerpoint's attorney. Can I assume that you would be handling these issues or do you have questions for Kevin Wilson? Thanks, Alex AlexKung 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. Please consider the environment before printing this email. The information contained in this email may be confidential and/or legally privileged. It has been sent for the sole use of the intended recipient(s). If the reader of this message is not an intended recipient, you are hereby notified that any unauthorized review, use, disclosure, dissemination, distribution, or copying of this communication, or any of its contents, is strictly prohibited. if you have received this communication in error, please reply to the sender and destroy all copies of the message. To contact us directly, send to postmaster@dlaeiper.com. Thank you. _2 //- al( 207!-/3U 1W CenterPoint Properties September 19, 2011 VIA OVERNIGHT DELIVERY & VIA FACSINIILE (323) 826-1491 Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 1808 swift Drive Oak Brook, Illinois 60523.1601 630.586.8000 telephone 630.586.8010 facsimile www.CenterPolnt-Prop.com RECEIVED SEP 2 0 2011 CITY ADMINISTRATION Re: Purchase Agreement dated as of July 19, 2011 (as amended, the "Agreement") by and between The City of Vernon, California ("Seller") and CenterPoint Properties Trust ("Purchaser") for 5555 District Blvd., Vernon, California ("Property") RB File No. 11000.87200 Dear Mr. Whitworth: Reference is made to that certain Agreement by and between Seller and Purchaser for the referenced Property. This notice shall serve as our termination of the Agreement pursuant to Section 7A of the Agreement. Thank you for your anticipated cooperation. All initially capitalized terms used but not defined herein shall have the meanings ascribed to such terns in the Agreement. Very truly yours, Cmail RPOINTPROPERTIES TRUST eW,oW stment Officer cc: Michael Hamilton, Esq. (via overnigPiper LLP, 550 S. Hope Street, Suite 2300, Los Angeles, CAsimile to (213) 330-7536)) 809475 Where Industry Works 09/19/2011 13:50 FAX 3122580977 RICHMOND BRESLIN LLP IA001/002 RICHMOND BRESLIN LLP NOlIV81SINIINOV A113 IIOZ 6 t d3S a3AI333H TELECOPIER COVER LETTER 233 South Wacker Drive Sulte 5775 Chicago, Illinois60006 312 568 4400 312 258 0977 Fax IMPORTANT. This message is intended only far the use of the individual or alwty to which It IS addressed and may contain information that is privileged, confidential and exempt from disclosure under the applicable law. If the reader of this message Is not the Intended recipient. or the employee or agent reepdnsible for delivering the message to the intended recipient, you are hereby noted that any dissemination, distriaugon or copying of this communication is strictly prohibited- If you have redeived this communication in army, pleaso to notify, us Immediately by telephone and return the original message to us at the above address vie the United States Postal Service. Thank you. DATE: September 19, 2011 CLIENT -MATTER NUMBER: 11000.87200 Tn- NAME: Mr, Mark Whitworth Fax No.:323/826-1491 City Administrator, City of Vernon NAME: Michael Hamilton, Esq. FAX No.:213/330-7536 DLA Piper LLP NAME: FAx No.: FROM: Jerry Richman, Esq. PHoNB:312/568-4379 RE: NUMBER OF PAGES WITH COVER PAGE: 2 Message: 08/18/2011 13:51 FAX 3122580977 RICHMOND BRESLIN LLP IM 002/002 W CenterPoint Properties September 19, 2011 VIA OVERNIGHT DELIVERY & VIA FAC DALE L32M 826.1491 Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 1801 Swift Drive Oak Brook, Illinois 60522.1501 030.690-8000 telephone e0.sma010 rsceirnas vrvvvr.ConlarPolnt-rrop.com Re: Purchase Agreement dated as of July 19, 2011 (as amended, the "Agreement") by and between The City of Vernon, California ("Seller") and Center -Point Properties Trust (Pnrehaser") for 5555 District Blvd., Vernon, California ("Property") RB F7le No. 11000.87200 Dear Mr. Whitworth: Reference is made to that certain Agreement by and between Seller and Purchaser for the referenced Property. This notice shall serve as our termination of the Agreement pursuant to Section 7A of the Agreement. Thank you for your anticipated cooperation. All initially capitalized terms used but not defined herein shall have the meanings aseribed to such terms in the Agreement. Very truly yours, CEkhf TPROPERTIES TRUST C xs ew ow estment O cer Michael Hamilton, Esq. (via overnig Piper LLP, 550 S. Hope Street, Suite2300, Los Angeles, CAcsimile to (213) 330-7536)) 909475 when Mdeatry W.Au )&- 2 a/1— 4,36 Juarez, Debbie From: Kung, Alex Sent: Monday, March 19, 2012 4:47 PM To: Juarez, Debbie Subject: FW: Escrow No. 116750455-X46 Attachments: Document.pdf Debbie, FYI -----Original message ----- From: Martinez, Rose rmailto:Rose.Martinez(IaCTT.coml Sent: Thursday, March 15, 2012 4:43 PM To: Kung, Alex; Chen, Gwendolyn; Fluehr, Jessica; Whitworth, Mark; Diaz, Matthew Subject: Escrow No. 116750455-X46 Enclosed is Seller's Final Closing Statement. The sum of $350.00 will be wired to Seller, said amount represents unused courier and recording fees. The instrument numbers are as follows: Easement 12-409883 Grant Deed 12-409882 Conformed copies will not be available for a couple of days, same will be forwarded to you under separate cover. Thank you -----Original Message ----- From: Chicago Title jmailto:senderd5(@ctt.coml Sent: Thursday, March 15, 2012 4:38 PM To: Martinez, Rose Subject: Chicago Title Escrow This document was digitally sent to you using an HP Digital Sending device. I 0 CHICAGO TITLE COMPANY SELLER'S SETTLEMENT STATEMENT ESCROW NUMBER: 05660-116750455-001 ORDER NUMBER: 05660-116750455 CLOSING DATE: 03/14/12 CLOSER; Patricia Schlageck BUYER: CenterPoint Properties Trust SELLER: City of Vernon PROPERTY: 5611 District Blvd & 4855 E. 52nd P1, Vernon, CALIFORNIA Sales Price Loan Payoff to East west Bank Recon/Release Fee Statement Fee Fax Fee Recording Fee Interest from.3/1/12 to 3/12/12 Interest from 3/12/12 to 3/15/12 Updated Statement Fee Prorations And Adjustments Rents from 03/14/12 to 04/01/12 Total amount $ 16,026.10 for Settlement or Closing Fee City/County Tax/Stamps Cushman & Wakefield - Commission ALTA Owners Policy for $7,500,000.00 Endorsements; 100.29 $25/17-06 $25 3.1-06 $1245/116.7-06 $750/100,15 $25 17.2-06 $250/18.1-06 $100/103.5-06 $300 Disclosure Source/5611 District Blvd Disclosure Source/4855 E 52nd P1 Foresight Engineering Inc Inv #2012-312 Funds Due To Seller At Closing TOTALS 31 days CHARGE SELLER $ $ 5,532,787.74 45.00 30.00 20.00 18.00 8,452.87 2,305.32 15.00 9,305.48 3,325.00 8,250.00 65.00 300,000.00 8,625..00 50.00 2,020.00 650.00 99.00 99.00 2,900.00 1,620,937.59 ------------ PAGE: 01 CREDIT SELLER 7,500,000.00 $ 7,500,000.00 $ 7,500,000.00 r1 This page is part of.your docurttent . DO NOT DISCARD 40"',>i t°�u 20120409883 i LIIIIIIIIIIIIIIIIIIIII gg P0026 tf . In Recorder's Office, Los Angeles County, California �uFoaN`03/16/12 AT 08:OOAM PEES: 0.00 TAXES: 0.00 OTHER: 0.00 - PAID: 0.00 LEADSHEET 201203150160021 00006616652 IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII 003861191 SEQ: 22 DAR - Title Company (Hard Copy) - . THIS FORM IS NOT TO BE DUPLICATED 1:72 - NB1M] �i�-•E0001rRA s fin_: �,:,�,�11-,-�N1' WHEN RECORDED RETURN TO: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Clerk FREE RECORDING: This instrument is for the benefit of the City of Vernon and is entitled to be recorded without fee (Gov. Code 6103). EASEMENT AGREEMENT Wl031 lh2012 9 83 ml RECEIVED MAR 2 2 2012 CITY CLERK'S OFFICE This EASEMENT AGREEMENT (this "Agreement") is made as of March ty, 2012 (the "Effective Date"), by and between Centerpoint Properties Trust, a Maryland real estate investment trust ("Grantor"), and The City of Vernon, a body corporate and politic ("Grantee"). Grantor and Grantee are sometimes hereinafter referred to as the "Parties." RECITALS WHEREAS, Grantor has acquired fee simple title to that certain real property situated in the City of Vernon, Los Angeles County, California, more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Property") from Grantee; WHEREAS, Grantor leases the Property to Matheson Tri-Gas Inc., a Delaware corporation ("Lessee"), pursuant to that certain Ground Lease, dated as of October 28, 2005, by and between the Redevelopment Agency of the City of Vernon, a public body corporate and politic (as predecessor -in -interest to Grantee), as lessor, and Lessee, as lessee, as the same has been amended by that certain Amendment to Ground Lease, dated as of October 30, 2008, by and between The City of Vernon (as successor -in -interest to the Redevelopment Agency of the City of Vernon), as lessor, and Lessee, as lessee (collectively, the "Lease"); WHEREAS, Grantee is a chartered municipal corporation of the State of California that owns and operates a system for the generation, purchase, transmission, distribution and sale of electric capacity and energy; WHEREAS, Grantee and Lessee are parties to that certain Electrical Services Agreement, dated as of July 10, 2006, pursuant to which Grantee agreed to install a 66-kV Switchyard and associated facilities at the Property (the "Electrical Services Facilities"), for the purpose of exclusively providing electrical services to Lessee for at least the term provided for therein (the "Electrical Services Agreement"); WESn229541887.5 11 lob 4311og -x 49 2� WHEREAS, in connection with the purchase of the Property by Grantor and the sale of the Property by Grantee, Grantor desires to grant to Grantee, certain easements under, over, and across certain portions of the Property with respect to the Electrical Services Facilities; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Grant of Easements. Grantor hereby grants to Grantee, subject to the terms and conditions hereof and for the exclusive purposes described herein, nonexclusive easements (each individually, a "Utility Easement', and collectively, the "Utility Easements") under, over and across those portions of the Property described and depicted on Exhibit `B" attached hereto (collectively, the "Utility Easement Area"), together with the reasonable rights of ingress, egress and regress, at any and all times, to accomplish the purposes set forth herein. 2. Term of Easement. The Utility Easements shall be perpetual; provided, however, that if at any time after the Effective Date hereof, the Electrical Services Agreement is terminated, or Grantee no longer provides electrical services to the Property by and/or through the Electrical Services Facilities, then at the option of Grantor or Grantee, the subject Utility Easement(s) shall terminate and expire. At the option of either Party, a termination of easement agreement may be recorded in the Official Records of Los Angeles County, as to evidence the termination of such Utility Easement(s). 3. Purpose of Easements. The Utility Easements may only be used by Grantee, its contractors, agents, and employees to construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove, at any time and from time to time, the Electrical Services Facilities and any and all types of overhead and underground electrical supply systems and communication systems, consisting of poles, guy wires and anchors, cross -arms, wires and other appurtenant fixtures and/or equipment necessary or useful for distributing electrical energy and for transmitting intelligence by electrical means, in, on, over, under, across and across the Property individually and collectively, the "Utilities"), which easements include the reasonable right of ingress, egress and regress of vehicular and pedestrian personnel engaged in such construction and repair installation, operation, flow and passage, use, maintenance, repair, replacement, relocation and removal of Electrical Services Facilities and/or other Utilities serving the Property. 4. Agreements of Grantor. (a) Grantor, agrees for itself, its heirs, successors and assigns, not to erect, place or maintain, or permit or the erection, placement or maintenance of any building, planter boxes, earth fill or other structures which will interfere with the Electrical Services Facilities or other Utilities, except fences, pavement and parking on the Utility Easement Area, during the term of the Utility Easements. Grantee acknowledges and agrees that currently there are no such structures on the Utility Easement Area which violate the terms of this Section 4(a). (b) Grantor agrees, for itself, its heirs, successors and assigns, not to prohibit access to the Utility Easement Area at any time. 2 WES71229541887.5 5. Ownership of Utilities; Responsibility for Costs. Grantee shall be the owner of all Electrical Services Facilities and other Utilities installed by Grantee within the Utility Easement Area and shall ensure that such Electrical Services Facilities and other Utilities are maintained in good condition and repair at all times. Grantee, and its contractors, agents and employees, shall have the right to trim or cut tree roots as may endanger or interfere with the Electrical Services Facilities or the other Utilities. Grantee shall be solely responsible for the installation, maintenance and repair of all Electrical Services Facilities and other Utilities within the Utility Easement Area. All such activities shall be undertaken at Grantee's sole cost and expense, except as may be set forth in an agreement to the contrary between Grantor and Grantee. 6. Minimum Disturbance. Grantee shall use commercially reasonable efforts to perform all activities within the Utility Easement Area with due care, diligence and cooperation with Grantor, Grantor's tenants, so as to avoid accident, damage or harm to persons or property and unreasonable delay to or interference with the operations or businesses of Grantor and Grantor's tenants and Grantee agrees to promptly repair any damage to the Property caused by, or arising from, Grantee's activities on the Property under this Agreement. Grantee shall use commercially reasonable efforts to conduct all such activities in a manner and at times that will minimize any impairment of access or traffic by customers or business invitees of the Property. 7. Insurance. Grantee, its consultants, contractors, agents and representatives and any other party performing any activity within the Utility Easement Area on behalf of Grantee ("Representatives"), shall maintain insurance coverage reasonably acceptable to Grantor. Coverage meeting the limits specified in Exhibit C hereto shall be deemed acceptable to Grantor. During the term of the Utility Easements, Grantor shall be named as an additional insured with respect to Grantee's excess liability insurance policy. Within fifteen (15) business days of the date hereof, Grantee shall provide Grantor with certificates of insurance evidencing the policies listed on Exhibit C attached hereto. 8. Amendments. Renewals to Electrical Services Agreement. The Parties hereby agree that Grantee shall be permitted to (i) amend, modify, supplement, renew, terminate or otherwise change the Electrical Services Agreement and/or (ii) enter into a new electrical services agreement with the Lessee, or any successor to Lessee under the Lease, in each case, without providing Grantor any prior notice, or obtaining Grantor's consent. The Parties hereby further agree that the rights and obligations set forth herein with respect easements granted herein shall apply with equal force and effect with respect to any amendment, modification, supplement, renewal or other change to the Electrical Services Agreement, and/or to any new electrical services agreement with Lessee or any successor to Lessee under the Lease. 9. Removal of Utilities. (a) If any Utility Easement is terminated in accordance with the terms and provisions herein, then upon Grantor's request, Grantee shall promptly remove any Utilities or Electrical Services Facilities located in the subject Utility Easement Area, at Grantee's sole cost and expense. Grantee shall undertake the removal of such Utilities and Electrical Services Facilities with due care and diligence, and the removal of such Utilities and Electrical Services Facilities shall be coordinated with Grantor so as to minimize any disruption to the tenants, other WES71229541887.5 occupants, customers, or invitees of the Property and to limit any impairment of access or traffic to or from the Property. (b) Grantee shall indemnify, defend (with counsel reasonably acceptable to Grantor) and hold harmless Grantor and its lenders and their respective affiliates, shareholders, directors, partners, members, officers, employees and agents (collectively, the "Benefitted Parties"), and the Benefitted Parties' successors and assigns, from and against any and all liabilities, claims, suits, actions, judgments, demands, costs, damages, fines, penalties, losses and expenses (including but not limited to reasonable attorneys' fees) arising out of the performance of any activities or omissions by Grantee or its Representatives (whether or not due to negligence or misconduct) undertaken in connection with Grantee's rights and obligations under this Agreement. Grantor agrees to give prompt notice to Grantee of any claims or alleged liabilities received or incurred by Grantor which are subject to this indemnification. Grantor shall reasonably cooperate with Grantee in defending or resisting such claims. 10. Miscellaneous. (a) Notices. Any notice given under this Agreement shall be in writing and given by delivering the same to such Party in person, by telecopier, by overnight courier or express service, or by sending the same by registered or certified mail, return receipt requested, with postage prepaid, to such Party. The address of each Party for the giving of notices hereunder (whether by mail, telecopy or personal delivery) is, until changed as hereinafter provided, the following: For Grantor: James N. Clewlow CenterPoint Properties Trust 1808 Swift Drive Oak Brook, Illinois 60523-1501 Facsimile Number: 630-586-8010 For Grantee: Mr. Mark Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Facsimile Number: 323-826-1491 Either Party may change its notice address at any time by giving written notice of such change to the other Party in the manner provided herein at least ten (10) days prior to the date such change is effected. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal delivery is effected at the address for such Party as herein specified or, if mailed, on the delivery date or attempted delivery date at such Party's address hereunder as shown on the return receipt. 4 WESn229541887.5 (b) Successors and Assigns; Run with the Land. It is expressly acknowledged that each covenant by a Party herein to do or refrain from doing some act on such Parry's property (a) is for the benefit of and appurtenant to the other Party's property and the interests of the other Party's successors and assigns therein, (b) runs with such Party's property, and (c) shall otherwise be binding upon and inure to the benefit of each Party and its successors and assigns. This Agreement is a covenant running with the land of each Party. (c) Entire Agreement. This Agreement represents the full, complete and entire agreement between the Parties with respect to the subject matter hereof. There are no other understandings, oral or written, related to the subject matter of this Agreement. (d) Amendments. This Agreement may not be changed, modified or amended, in whole or in part, except in writing signed by the Parties. (e) Governing Law. This Agreement shall be construed, interpreted and governed by and in accordance with the local law of the State of California, without reference to any choice of law rules or policies which may refer the resolution of any dispute arising hereunder to the laws of any other jurisdiction. (0 Litigation Expenses. If any Party hereto shall bring an action or proceeding (including, without limitation, any cross -complaint, counterclaim or third Party claim) against any other Party by reason of the breach or alleged violation of any covenant, term or obligation hereof, or for the enforcement or interpretation of any provision of this Agreement, the prevailing Party in such action or proceeding shall be entitled to its costs and expenses of suit, including but not limited to reasonable attorneys' fees, which shall be payable whether or not such action is prosecuted to judgment. (g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument. [Intentional Page Break] WES'n229541887.5 IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the date first above written. GRANTOR: CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust Title: VS RMIdent, Treasurer EASEMENT AGREEMENT ACKNOWLEDGMENT STATE OF I111(0t!S COUNTY OF l�u pGl On U01VI GI q , V 012 , before me, U'rt n l-. a Notary Public, personally appeared JOYYU j N ° O Q 6 l 6 W whom proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary (Affix seal here) ------------------------ OFFICIAL SEAL KAREN L AJAYI NOTARY PUBLIC . STATE OF ILLINOIS MY COMMISSION EXPIRES-10M5 :S 111 n O 15 that (Notary Seal) ACKNOWLEDONENT ACKNOWLEDGMENT STATE OF Z H I RC) ( S COUNTY OF p I l Page On Jjcwck 9+ 20 I rL , before me, ICCI,Ktkj ! jc(l ( a Notary Public, personally appeared W CKOL d TOy^ fw I Ct who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of V i I ri ( s the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary (Affix seal here) ------------------------- OFFICIAL SEAL KAREN L AJAYI NOTARY PUBLIC. STATE OF ILIJNOIS MY COMMISSION EXPIRES:10ft15 that (Notary Seal) ACKNOWLEDGMENT GRANTEE: THE CITY OF VERNON, a body corporate and politic p E By: Name: William Davi Title: Mayor Pro—Tem ATTEST• By: Title: Citv Cie EASEMENT AGREEMENT STATE OF CALIFORNIA } COUNTY OF 1 } S.S. On personally appeared, satisfactory evidence to acknowledged to me that by his/b4!0/tl rr signature personf�s'jacted, executed the before me, Morio6L /r7_(;Ij`1p Notary Puhlic�in and for said CoulVy and State, , who proved to me on the basis of nfa whose name isXe subscribed to the within instrument and executed the same in his/w/tviir authorized capacity and that on the instrument the perso!�O; or the entity upon behalf of which the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. s �c Signature: ` ACKNOWLEDGEMENT MARISOL IRUJILLO Commission N 1918415 0 Notary Public - Calllornla Los Angeles County M Comm. Es tree Dec 29 2014+ (Notary Seal) Exhibits A: Property Legal Description B: Utility Easement Area Legal Descriptions and Depictions C: Acceptable Insurance Limits WES7N229541887.5 Exhibits A: Property Legal Description B: Utility Easement Area Legal Descriptions and Depictions C: Acceptable Insurance Limits WES7122954I887.5 Exhibit A Legal Description of the Property PARCEL I: THOSE PORTIONS OF LOTS 105,106 AND 107 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE, 50 FEET WIDE, EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE, AS SAID STREETS ARE SHOWN ON SAID TRACT 7923; THENCE NORTH 330 21' 000 EAST ALONG THE NORTHWESTERLY LINE OF SAID LOT 107, A DISTANCE OF 394.65 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE SOUTH 54' 27' 40' EAST ALONG THE NORTHEASTERLY LINE OF SAID LOT 107, A DISTANCE OF 134.17 FEET TO THE BEGINNING OF A TANGENT CURVE THEREIN, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 455.30 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15° 26' 15°, AN ARC DISTANCE OF 122.67 FEET; THENCE TANGENT TO SAID CURVE SOUTH 390 0P 250 EAST ALONG THE NORTHEASTERLY LINES OF SAID LOTS 105, 106 AND 107, A DISTANCE OF 517.25 FEET TO THE MOST EASTERLY CORNER OF SAID LOT 105; THENCE SOUTH 51' 00' 14" WEST ALONG THE, SOUTHEASTERLY LINE OF SAID LOT 105, A DISTANCE OF 457.22 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL `B"IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1942 IN BOOK 19198 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 38' 59' 50" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO. 1 OF AUGUST 20, 1940 IN BOOK 17750 AT PAGE 183, THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3, RECORDED IN BOOK 9787 AT PAGE 9, AND THE NORTHEASTERLY LINE OF PARCEL "C" OF SAID DEED RECORDED IN BOOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C", NORTH 820 47' 350 WEST 63.04 FEET TO THE EASTERLY LINE OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 70 33' 00° EAST 33.88 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE, NORTH 330 21' 00" EAST 50.02 FEET TO THE POINT OF BEGINNING. EXCEPT ALL OIL, GAS AND OTHER PETROLEUM AND MINERAL SUBSTANCES, BUT WITHOUT THE RIGHT OF SURFACE ENTRY AS RESERVED IN BOOK 20565 PAGE I, OFFICIAL RECORDS, FROM THAT PORTION OF SAID LAND INCLUDED WITHIN THOSE PORTIONS OF LOTS 105, 106 AND 107 OF TRACT NO. 7923, IN THE CITY OF MAYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: WEST,229541887.5 BEGINNING AT THE MOST WESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO. 2403 ON APRIL 10, 1952 IN BOOK 38681 AT PAGE 218 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, WHICH MOST WESTERLY CORNER IS A POINT IN THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF FIFTY-SECOND PLACE AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG A SOUTHWESTERLY LINE OF SAID MAYWOOD GLASS PROPERTY AND SAID PROLONGATION SOUTH 540 27' 15" EAST 80.12 FEET TO AN ANGLE POINT IN SAID SOUTHWESTERLY LINE; THENCE CONTINUING ALONG SAID SOUTHWESTERLY LINE AND ALONG THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO. 253 OF NOVEMBER 3, 1938 IN BOOK 16177 AT PAGE 216 OF SAID OFFICIAL RECORDS, SOUTH 380 59' 30" EAST 570.85 FEET TO THE END THEREOF; THENCE ALONG THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF SAID LAST MENTIONED PARCEL, SOUTH 510 00' 30" WEST 50.00 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL `B" IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1942 IN BOOK 19198 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 380 59' 30" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE, TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO. 1 OF AUGUST 20, 1940 IN BOOK 17750 AT PAGE 183, THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3 RECORDED IN BOOK 9787 AT PAGE 9 AND THE NORTHEASTERLY LINE OF PARCEL "C" OF SAID DEED RECORDED IN BOOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C", NORTH 820 47' 15" WEST 63.04 FEET TO THE EASTERLY LINE OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 70 33' 15" EAST 33.88 FEET TO AN ANGLE POINT THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE; NORTH 330 19' 45" EAST 50.02 FEET TO THE POINT OF BEGINNING. PARCEL2: AN EASEMENT FOR USE IN COMMON WITH OTHERS, FOR INGRESS AND EGRESS IN AND ON THE PRIVATE STREETS KNOWN AS 52ND PLACE AND 58TH PLACE, IN THE CITY OF MAYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, COVERING THOSE CERTAIN PORTIONS OF LOTS 102 TO 107 INCLUSIVE OF TRACT 7923, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 OF MAPS, RECORDS OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE; THENCE SOUTHEASTERLY ALONG SAID PROLONGATION 80.12 FEET; THENCE SOUTH 380 59' 30" EAST 1240.12 FEET TO A POINT IN A LINE PARALLEL WITH THE SOUTHERLY LINE OF SAID LOT 102 AND DISTANT NORTHERLY 50 FEET, MEASURED AT RIGHT ANGLES THEREFROM, WHICH LAST MENTIONED POINT IS DISTANT WESTERLY ALONG SAID PARALLEL LINE 447.23 FEET FROM THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE ALONG SAID PARALLEL LINE; SOUTH 820 47' 15" EAST 447.23 FEET TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE WESn229541887.5 ALONG SAID PROLONGATION SOUTH 70 33' 15" WEST 50 FEET TO THE SOUTH LINE OF SAID LOT 102; THENCE ALONG SAID SOUTH LINE NORTH 820 47' 15" WEST 467.05 FEET TO A LINE HEREIN DESIGNATED AS "A", PARALLEL WITH AND DISTANT SOUTHWESTERLY 50 FEET, MEASURED AT RIGHT ANGLES FROM THE ABOVE DESCRIBED LINE NOTED AS HAVING A LENGTH OF 1240.1.2 FEET; THENCE ALONG SAID PARALLEL LINE NORTH 380 59' 30" WEST 269.59 FEET TO THE NORTHWEST LINE OF SAID LOT 102; THENCE ALONG SAID NORTHWEST LINE SOUTH 510 00' 30" WEST 54.15 FEET TO THE WEST LINE OF SAID LOT 102; THENCE NORTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 103 TO THE NORTHERLY PROLONGATION OF THE WEST LINE OF WOODLAWN AVENUE; THENCE ALONG SAID PROLONGATION NORTH 70 33' 15" EAST 72.25 FEET TO SAID LINE DESIGNATED AS "A", THENCE ALONG SAID LINE "A", NORTH 380 59' 30" WEST 863.67 FEET TO THE EASTERLY PROLONGATION OF THE SOUTH LINE OF 56TH STREET, THENCE WESTERLY ALONG SAID PROLONGATION, 63.04 FEET TO THE EAST LINE OF HELIOTROPE AVENUE; THENCE NORTHERLY ALONG SAID EAST LINE TO THE POINT OF BEGINNING. EXCEPT ANY PORTION THEREOF WITHIN THE LINES OF PARCEL 1 ABOVE. PARCEL 3: ALL OF LOTS 78 THROUGH 83 INCLUSIVE, THE NORTHWESTERLY 10 FEET AND THE SOUTHWESTERLY 17 FEET OF LOT 84 AND THE SOUTHWESTERLY 17 FEET OF LOT 85, ALL IN TRACT NO. 7923, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE SOUTHEAST 1 FOOT OF SAID LOT 85. ALSO EXCEPT FROM THE SOUTHWEST 17 FEET OF THE NORTHWEST 10 FEET OF LOT 84 AND THE SOUTHWEST 17 FEET OF LOT 85, ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCE IN SAID LAND, AS RESERVED BY STEEL MERCHANTS COMPANY, A CO PARTNERSHIP, BY DEED RECORDED SEPTEMBER 4, 1958 IN BOOK D206 PAGE 140, OFFICIAL RECORDS. PARCEL4: LOTS 74, 75, 76 AND 77 OF TRACT 7923, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 6314-019-900 and 6314-022-900 WESM29541887.5 Exhibit B Legal Description of the Utility Easement Area ACCESS EASEMENT Legal Description A STRIP OF LAND 40 FEET WIDE IN THOSE PORTIONS OF LOTS 106 AND 107 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, TOGETHER WITH A PORTION OF LOT 75 OF TRACT NO. 7923, IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGE 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING 20 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 75, SAID POINT BEING ON A CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 5880.22 FEET, (A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARING S 44° 18' 59" W) AND DISTANT SOUTHEASTERLY 27.56 FEET (MEASURED ON CURVE) FROM THE MOST NORTHERLY CORNER OF SAID LOT 75 THROUGH A CENTRAL ANGLE OF 000 16' 07"; THENCE PARALLEL TO THE NORTHWESTERLY LINE OF SAID LOT 75 S 510 00' 30" W 219.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 60 FEET; THENCE WESTERLY 94.22 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 890 58' 20"; THENCE TANGENT TO SAID CURVE N 390 01' 10" W 133.77 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 405.00 FEET; THENCE SOUTHWESTERLY 109.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 150 26' 15"; THENCE TANGENT TO SAID CURVE N 540 27' 25" W 41.05 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 60 FEET; THENCE SOUTHWESTERLY 96.57 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 920 12' 50" TO A LINE PARALLEL WITH AND SOUTHEASTERLY 32 FEET FROM THE NORTHWESTERLY LINE OF SAID LOT 107; THENCE ALONG SAID PARALLEL LINE S 330 19' 45" W 32.05 FEET TO A POINT CALLED HEREINAFTER POINT "A"; WES7\229541887.5 THENCE CONTINUING ALONG SAID PARALLEL LINE S 330 19' 45" W 151.11 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 60 FEET; THENCE SOUTHERLY 75.74 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 720 19' 35" TO A LINE PARALLEL WITH AND NORTHEASTERLY 45.70 FEET FROM THE NORTHEASTERLY LINE OF 52ND PLACE (PRIVATE ROAD) AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 64 PAGE 36 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID LINE SHOWN AS HAVING A BEARING OF N 380 59 50" W ON SAID RECORD OF SURVEYS; THENCE ALONG SAID PARALLEL LINE S 380 59' 50" E 185.32 FEET; THE SIDE LINES OF SAID EASEMENT SHALL BE LENGTHENED OR SHORTENED SO AS TO TERMINATE NORTHEASTERLY AT THE NORTHEASTERLY LINE OF SAID LOT 75 AND SOUTHEASTERLY AT A LINE PARALLEL WITH AND DISTANT NORTHWESTERLY 106.54 FEET FROM THE SOUTHEASTERLY LINE OF SAID LOT 106. TOGETHER WITH A STRIP OF LAND 40 FEET WIDE LYING ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT SAID POINT "A" THENCE N 560 40' 15" W 32 FEET TO A POINT IN THE NORTHWESTERLY LINE OF SAID LOT 107; THE SIDELINES OF SAID EASEMENT SHALL BE LENGTHENED OR SHORTENED SO AS TO TERMINATE NORTHWESTERLY IN THE NORTHWESTERLY LINE OF SAID LOT 107. EXCEPTING THERE FROM ANY PORTION LYING WITHIN LOS ANGELES JUNCTION RAILWAY SHOWN AS "NOT A PART" ON SAID TRACT NO.7923. WEST229541887.5 SUBSTATION EASEMENT Legal Description THAT PORTION OF LOT 106 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF 52ND PLACE (PRIVATE ROAD) AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 64 PAGE 36 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID LINE SHOWN AS HAVING A BEARING OF N 380 59 50" W ON SAID RECORD OF SURVEY; WITH A LINE THAT IS PARALLEL WITH AND NORTHWESTERLY 106.54 FROM THE SOUTHEASTERLY LINE OF SAID LOT 106; THENCE ALONG SAID PARALLEL LINEN 51000' 30" E 67 FEET; THENCE PARALLEL TO SAID NORTHEASTERLY LINE OF SAID 52ND PLACE S 380 59' S0" E 75 FEET TO A LINE PARALLEL WITH AND NORTHWESTERLY 31.54 FEET FROM THE SOUTHEASTERLY LINE OF SAID LOT 106; THENCE ALONG SAID PARALLEL LINE S 510 00' 30" W 67 FEET TO A PONT IN THE NORTHEASTERLY LINE OF SAID 52ND PLACE; THENCE ALONG SAID NORTHEASTERLY LINE N 380 59' 50" W 75 FEET TO THE POINT OF BEGINNING. WES7\229541887.5 OVERHEAD WIRES AND POLE EASEMENT Legal Description A STRIP OF LAND 12 FEET WIDE IN THOSE PORTIONS OF LOTS 106 AND 107 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING 6 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE, 50 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID TRACT NO. 7923; THENCE N 330 19' 45" E ALONG THE NORTHWESTERLY LINE OF SAID LOT 107, A DISTANCE OF 187.20 FEET TO THE TRUE POINT OF BEGINNING; THENCE S 180 47' 01" E 7.60 FEET TO A POINT CALLED HEREINAFTER POINT `B"; THENCE CONTINUING S 18047' 01" E 137.84 FEET TO AN ANGLE POINT; THENCE S 110 40' 24" E 181.96 FEET TO A LINE PARALLEL WITH AND NORTHWESTERLY 106.54 FEET FROM THE SOUTHEASTERLY LINE OF SAID LOT 106; THE SIDELINES OF SAID EASEMENT SHALL BE LENGTHENED OR SHORTENED AS TO TERMINATE NORTHWESTERLY AT THE NORTHWESTERLY LINE OF SAID LOT 107, AND SOUTHEASTERLY AT A LINE PARALLEL WITH AND NORTHWESTERLY 106.54 FEET FROM THE SOUTHEASTERLY LINE OF SAID LOT 106. TOGETHER WITH A STRIP OF LAND 12 FEET WIDE LYING 6 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT SAID POINT `B" THENCE ON A LINE PARALLEL WITH AND SOUTHEASTERLY 6 FEET FROM THE NORTHWESTERLY LINE OF SAID LOT 107; THENCE ALONG SAID PARALLEL LINE N 330 19' 45" E 11.07 FEET; TOGETHER WITH THE FOLLOWING DESCRIBED PARCEL OF LAND: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF 52ND PLACE (PRIVATE ROAD) AS SHOWN ON RECORD OF SURVEYS RECORDED IN BOOK 64 PAGE 36 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID LINE SHOWN AS HAVING A BEARING OF N 38° 59 50" W ON SAID RECORD OF SURVEYS; WITH A LINE THAT IS PARALLEL WITH AND NORTHWESTERLY 106.54 FROM THE SOUTHEASTERLY LINE OF SAID LOT 106; WES'R229541887.5 THENCE ALONG SAID PARALLEL LINEN 510 00' 30" E 19.04 FEET; THENCE N 850 32' 20" W 26.23 TO A POINT IN SAID NORTHEASTERLY LINE OF SAID 52ND PLACE; THENCE ALONG SAID NORTHEASTERLY LINE OF SAID 52ND PLACE S 380 59' 50" E 18.04 FEET TO THE POINT OF BEGINNING. WESM29541887.5 UNDERGROUND WIRES Legal Description A STRIP OF LAND 12 FEET WIDE IN THOSE PORTIONS OF LOTS 105 AND 106 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING 6 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF 52ND PLACE (PRIVATE ROAD) AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 64 PAGE 36 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID LINE SHOWN AS HAVING A BEARING OF N 380 59 50" W ON SAID RECORD OF SURVEY; WITH A LINE THAT IS PARALLEL WITH AND NORTHWESTERLY 31.54 FEET FROM THE SOUTHEASTERL Y LINE OF SAID LOT 106; THENCE ALONG SAID PARALLEL LINE N 510 00' 30" E 24.72 FEET TO THE TRUE POINT OF BEGINNING; THENCE S 090 38' 00" E 32.94 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 20 FEET; THENCE SOUTHEASTERLY 10.25 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 290 21' 50" TO A LINE PARALLEL WITH AND NORTHEASTERLY 6 FEET FROM THE NORTHEASTERLY LINE OF SAID 52ND PLACE (PRIVATE ROAD); THENCE ALONG SAID PARALLEL LINE S 380 59' 50" E 75.42 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 13.25 FEET; THENCE EASTERLY 20.81 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90000, 00"; THENCE TANGENT TO SAID CURVE N 510 00' 30" E 26.60 FEET. THE SIDELINES OF SAID EASEMENT SHALL BE LENGTHENED OR SHORTENED SO AS TO TERMINATE NORTHWESTERLY AT A LINE THAT IS PARALLEL WITH AND NORTHWESTERLY 31.54 FEET FROM THE SOUTHEASTERLY LINE OF SAID LOT 106. WES71229541887.5 SCALE 1" = 100' CURVE TABLE NO.1 RADIUS ILENGTH DELTA 1Q 5880.22' 27.56' 0016'07" Q 60.00' 94.22' 89'58'20" (3) 405.00' 109.12' 15-26'15" ® 60.00' 96.57' 9212'50" Q5 60.00' 75.74' 7219'35" (ACCESS EASEMENT) f7 n I Id' M ' I ^00 I �o M O� mlOC I LU5 _ N A_NGELES N JUNCTION RAILWAY 2 LINE TABLE 3 2 I NO. LENGTH BEARING 3 I 1� 219.10' S51'00'30"W 4 N I 2[7] 133.77' N39'01'10"W I 31� 41.05' N54'27'25"W I I i 2 POINT "A" I I ® 183.16' S33'19'45"W O s10 � 5[] 32.05' S33'19'45"W ® 32.00' N56'40'15"W CD o I o M I []7 151.11' S33'19'45"W ® 185.32' S38'59'50"E P.O.B. ' 32 i m i �9 139.60' N33'21'06"E 10 255.21' N33'21'06"E 5 a c ui I 106.54' 31.54' Co.25 5 e — — l I� rl -�1 �L N38'59'50"W N _ co 552nd Place N Private Street ) LEGEND PROPOSED 40' WIDE ACCESS EASEMENT N H W ~ W w w H z Q V) W Z w ~ W ZLLJ V) Z W O m CC Z m d LLJ VV) C.D O z W m W Q Z m Z M Z p O O �5a = Z W w N W O O +1 m O m o) m o LLJ a CD ONE �8-08/m .8'w 90l 10l M Q N e L� Lr) O o / LLI Li LL1 � � 28-08/m 901 10l �8-08/2l l Lo l iM O] N J � W N w V) N o v) i _ J Pve NeC%otv°pe ff X191 E �F 'n ; n 2 M�1 a M C O r Sz ,sz ,01S z 0 m F O N am M I u ru 31 a N p� (D ;n [D 00 Z � I Ln : 3 w w w W Z o0o N Co:. r) 0 n' d O W Q INh p O 0 P Q m CC) 00 M 00 Z V) Z V) Z V) w ��nclCo U N O O p p J N — 06 — - I- H i gEngto ZO 3 3 w w w w w O o 0 0 0 0 0 Z n Lo M M O n M p m o o a0 rn o J W C> p ao O p M m p w O m N Z N H Z Z Ln Z w O O M iV d cV O G O O N Il M't p Z J h CO N I� N 4 N CV M In I, Co N z0000aoo w 3 w 3: w w O Z_ O O N o M 0 M 0 M 0 1n J Of W ^ z h 0 � 0 p 0 O 0 O m V) P m W V) co Z N N V) N V) zn Z P co W J 00 m pN Zr— w M � � :��r-�Lo CO w N CD n J z oaHE5L o JL,) p SC:jw o w J N m (� NOD ' m Z J � N U = \ O O O N r2 K N Z H O 7 W LFI N U1 W F-- W N ~ W Z V) O m w a N z W 0 m Q Z z F o O O L'I CD 2 H w Z c w N w a m m z J vo O (N O Q H o W o LLJ J co On r S 13 9l « M�o O Lo e to SO J y Wi .9 CD 1� .9 1 A5 Exhibit C Acceptable Insurance Limits Type Insurance Company Limits Worker's New York Marine & General SIR $1,000,000/occurrence Compensation/Employer's Insurance Co. $50,000,000/aggregate Liability Excess Liability (includes Starr Indemnity & Liability SIR $2,000,000/occurrence Automobile Liability and Insurance Co. $20,000,000/aggregate Professional/E&O Liability) Pollution Liability Evanston Insurance Co. $1,000,000/occurrence $1,000,000/aggreg.te WESM29541887.5 "7o1/ —13 c) Juarez, Debbie From: Kung, Alex Sent: Wednesday, March 07, 2012 4:48 PM To: Juarez, Debbie Subject: FW: 4855 E. 52nd Place, Vernon - Legal Descriptions for Easements Attachments: Redlined legal Descriptions 3.7.12.PDF ly7 From: Kung, Alex Sent: Wednesday, March 07, 2012 4:46 PM To: Fluehr, Jessica (jessica.fluehrCa)dlaoioer.com) Subject: FW: 4855 E. 52nd Place, Vernon - Legal Descriptions for Easements Jessica, Please see changes Kevin had. Thanks, Alex From: Wilson, Kevin Sent: Wednesday, March 07, 2012 4:13 PM To: Kung, Alex Subject: FW: 4855 E. 52nd Place, Vernon - Legal Descriptions for Easements These are the corrections we came up with on the legal descriptions, but unfortunately we did not have the underlying information to perform a thorough check of the descriptions. From: Melendez, Lissette Sent: Wednesday, March 07, 2012 4:04 PM To: Wilson, Kevin Subject: RE: 4855 E. 52nd Place, Vernon - Legal Descriptions for Easements Attached are the redlined legal descriptions. Lissette From: Wilson, Kevin Sent: Wednesday, March 07, 2012 1:28 PM To: Melendez, Lissette Subject: FW: 4855 E. 52nd Place, Vernon - Legal Descriptions for Easements Please review the attached legal descriptions as soon as possible. From: Fluehr, Jessica [mailto•jessica fluehrColdlapiper com1 Sent: Wednesday, March 07, 2012 8:27 AM To: Kung, Alex; Nour, Ali; Wilson, Kevin; Whitworth, Mark Cc: Hamilton, Michael D.; Evans, Timothy B.; Chen, Gwendolyn; McMillan, John; 'Tim Wallace'; 'Jeff Sanita' Subject: FW: 4855 E. 52nd Place, Vernon - Legal Descriptions for Easements To All: Attached please find the legal descriptions and depictions of the various easements needed for the substation and related facilities, and access thereto. We received these last night from the surveyor and will work with him this morning to clean up typos and spacing errors, but we wanted to get these to you for your review so that we can include them in the revised draft of Easement Agreement. Please review as soon as possible and let us know if you have any questions or comments. Thanks, Jessica Jessica A. Fluehr Associate DLA Piper LLP (US) 550 South Hope Street Suite 2300 Los Angeles, California 90071 213.330.7731 T 213.330.7531 F iess ica. fl ueh r(c')dlapiper. com www.diai)ir)er.com From: Nader Qoborsi, PE, PLS[mailto:Nader(cbForesioht-Eno.coml Sent: Tuesday, March 06, 2012 7:13 PM To: Chen, Gwendolyn Cc: Hamilton, Michael D.; Fluehr, Jessica; SuhairCla Foresight-Eng.com Subject: RE: 4855 E. 52nd Place, Vernon Attached please find legal and exhibits for: Access easement Substation Overhead wires and poles Underground wires Regards Nader J. Qoborsi, P.E., P.L.S. President FORESIGHT ENGINEERING, Inc. 17621 Irvine Blvd, Suite 210 Tustin, CA 92780 T (714) 542-1214, Ext. 22 F (714) 542-0117 . To contact us directly, send to oostmaster(adlapiper.com. Thank you. Please consider the environment before printing this email. The information contained in this email may be confidential and/or legally privileged. It has been sent for the sole use of the intended recipient(s). If the reader of this message is not an intended recipient, you are hereby notified that any unauthorized review, use, disclosure, dissemination, distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please reply to the sender and destroy all copies of the message. To contact us directly, send to oostmasterOdlaoioer.com. Thank you. EXHIBIT "A" (ACCESS EASEMENT) A STRIP OF LAND 40 FEET*WIDE IN THOSE PORTIONS OF LOTS )106 AND 107, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, TOGETHER WITH 'OKI-T4NNE PORTIONS OF LOT$ W5 AND �&IN THE CITY OF VERNON ALL OF TRACT NO. 7923 AS PER MAP RECORDED IN BOOK 113 PAGE 80 TO 83 INCLUSIVE OF MAPS, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING 20 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: 7 /� 'R*%�rc g"ws BEGINNING A T A I?O? IN THE NORTHEASTERLY LINE OF SAILOT �7�5�AID POINT BEING ON A CURVE CONCAVE SOUTHWESTERLY AND HAVING AlA OF 5iTw°' FEET, ( A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARING S 440 14' 47" W) AND DISTANT SOUTHEASTERLY 27.56 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 75 ( MEASURED ON CURVE) THROUGH A CENTRAL ANGLE OF 00° 16' 07'; S SI°OD'so"vj THENCE PARALLEL TO THE NORTHWESTERLY LINE OF SAID LOT 75 S 510 04' 27" W 216.15 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 60 FEET; THENCE WESTERLY 94.15 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 891 54' 23'; THENCE TANGENT TO SAID CURVE N 390 01' 10" W 133.52 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 405.00 FEET; THENCE SOUTHWESTERLY 109.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15' 26' 15'; THENCE TANGENT OT SAID CURVE N 540 27' 25" W 40.94 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 60 FEET; THENCE SOUTHWESTERLY 96.54 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 920 11' 29" TO A LINE PARALLEL WITH AND SOUTHEASTERLY 32 FEET FROM THE NORTHWESTERLY LINE OF SAID LOT 107; THENCE ALONG SAID PARALLEL LINE S 330 21' 06".W 32.07 FEET TO A POINT CALLED HEREINAFTER POINT "A"; THENCE CONTINUING ALONG SAID PARALLEL LINE S 331 21' 06" W 151.09 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE Wft-= Y OVI'Iw( AND HAVING A RADIUS OF 60 FEET; THENCE SOUTHERLY 75.76 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 720 20' 56" TO A LINE PARALLEL WITH AND NORTHEASTERLY 45.70 FEET FROM THE NORTHEASTERLY LINE OF 52 ND PLACE (PRIVATE ROAD) AS SHOWN ON RECORD OF SURVEY S RECORDED IN BOOK 64 PAGE 36 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID LINE SHOWN AS HAVING A BEARING OF N 380 59 50" W ON SAID RECORD OF SURVEY; THENCE ALONG SAID PARALLEL LINE S 380 59' 50" E 185.25 FEET THE SIDE LINES OF SAID EASEMENT SHALL BE LENGTHENED OR SHORTENED SO AS TO TERMINATE NORTHEASTERLY AT THE NORTHEASTERLY LINE OF SAID LOT 75 AND SOUTHEASTERLY AT A LINE PARALLEL WITH AND DISTANT NORTHWESTERLY 106.54 FEET FROM THE SOUTHEASTERLY LINE OF SAID LOT 106. TOGETHER WITH A STRIP OF LAND 40 FEET WIDE THE LYING ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING A SAID POINT "A" THENCE N 560 38' 54" W 32 FEET TO A POINT IN THE NORTHWESTERLY LINE OF SAID LOT 107 THE SIDELINES OF SAID EASEMENT SHALL BE LENGTHENED OR SHORTENED SO AS TO TERMINATEjf NORTHWESTERLY IN THE NORTHWESTERLY LINE OF SAID LOT 107. EXCEPTING THERE FROM ANY PORTION LYING WITHIN LOS ANGELES JUNCTION RAILWAY SHOWN AS "NOT A PART" ON SAID TRACT NUMBER 7923 SCALE 1" = 100' / $S88,az CURVE TABLE N RADIUS LENGTH DELTA 0OT USE Q 27.56' 0016'07" (3 NOT USE ® 60.00' 94.15' 89'54'23" Q5 405.00' 109.12 15'26'15" © 60.00' 96.54' 9291'29" Q7 60.00' 1 75.76' 72'20'56" M EXHIBIT - B I�ucS tlsor Ln `D I '�jGLyQgQ� N V, " •G7LQ1\Q�1 DIST�_ 2 S44 0 0 0 0 ' Og mloC l LOS _ o JUNCTION N ANGELES n RAILWAY 4 5 2 LINE TABLE NO. LENGTH BEARING 216.15' S51'04'27"W c CD CpV o 03 M M c I o 1 M m o = cd I I 133.52' N39'01'10"W ® 40.94' N54'27'25"W ® 183.16' S33'21'06"W 5 32.07' S33'21'06"W ® 32.00' N56'38'54"W © 151.09' S33'21'06"W ® 185.28' S38'59'50'E 09 139.60' N33'21'06"E Ml 255.21' 1 N33'21'06"E rl - 04-�- - 52nd rPiace N (Private Street ) Q� I�P,anfnd"ufd3�8'Szi�SU"v.� \ �W u,k ' INDICATES AREA OF PROPOSED v Vp 40' WIDE INGRESS & EGRESS EXHIBIT "A" (UNDERGROUND WIRES) AN0 A STRIP OF LAND .12 FEET WIDE IN THOSE PORTIONS OF LOTS .105,E 06 A%D+97 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALLIN'THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING 6 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF 52 ND PLACE (PRIVATE ROAD) AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 64 PAGE 36 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID LINE SHOWN AS HAVING A BEARING OF N 380 59 50" W ON SAID RECORD OF SURVEY; WITH A LINE THAT IS PARALLEL WITH AND NORTHWESTERLY 31.54 FEET FROM THE SOUTHEASTERLY LINE OF SAID LOT 106; THENCE ALONG SAID PARALLEL LINEN 510 00' 10" E 24.72 FEET TO THE TRUE POINT OF BEGINNING; THENCE S 090 38' 00" E 32.94 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 20 FEET; THENCE SOUTHEASTERLY 10.25 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 290 21' 50" TO A LINE PARALLEL WITH AND NORTHEASTERLY 6 FEET FROM THE NORTHEASTERLY LINE OF SAID 52 ND PLACE (PRIVATE ROAD); THENCE ALONG SAID PARALLEL LINE S 380 59' 50" E 75.42 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 13.25 FEET; THENCE EASTERLY 20.81 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00' 00" ; THENCE TANGENT TO SAD CURVE N 510 00' 10" E 26.60 FEET. ,5A"7 THE SIDELINES OF SAIJ) EASEMENT SHALL BE LENGTHENED O# SHORTENED SO AS TO TERMINATE NORTHWESTERLY AT A LINE THAT IS PARALLEL WITH AND NORTHWESTERLY 31.54 FEET FROM THE SOUTHEASTERLY LINE OF SAID LOT 106. EXHIBIT "A" (SUBSTATION EASEMENT) THAT PORTION OF THOSE PORTIONS OF LOTS (AS 106 AND-18<OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF 52 ND PLACE (PRIVATE ROAD) AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 64 PAGE 36 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID LINE SHOWN AS HAVING A BEARING OF N 380 59 50" W ON SAID RECORD OF SURVEY; WITH A LINE THAT IS PARALLEL WITH AND NORTHWESTERLY 106.54 FROM THE SOUTHEASTERLY LINE OF SAID LOT 106; THENCE ALONG SAID PARALLEL LINE N 51° 00' 10" E 67 FEET; 5 THENCE PARALLEL TO SAID NORTHEASTERLY LINE OF SAID 52 ND PLACE y(38° 59' 50"�# 75 FEET TO A LINE PARALLEL WITH AND NORTHWESTERLY 31.54 FEET FROM THE SOUTHEASTERLY LINE OF SAID LOT 106; THENCE ALONG SAID PARALLEL S 51° 00' 10" W 67 FEET TO A PONT IN THE NORTHEASTERLY LINE OF SAID 52 ND PLACE,; THENCE ALONG SAID NORTHEASTERLY LINE N 380 59' 50" W 75 FEET TO THE POINT OF BEGINNING. EXHIBIT "A" (OVERHEAD WIRES AND POLE EASEMENT) A STRIP OF LAND 12 FEET WIDE IN THOSE PORTIONS OF LOTS 10T 106 AND 107 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF. THE COUNTY RECORDER OF SAID COUNTY, LYING 12 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF-52ND PLACE, 50 FEET WIDE, AS SAID STREETS ARE SHOWN ON SAID TRACT 7923; THENCE NORTH 33' 21' 06" EAST ALONG THE NORTHWESTERLY LINE OF SAID LOT 107, A DISTANCE OF 187.20 FEET TO THE TRUE POINT OF BEGINNING; THENCE 8 180 47' 01" E 7.60 TO A POINT CALLED HEREINAFTER POINT 'B" THENCE CONTINUING S 180 47' 01" E 137.84 FEET TO AN ANGLE POINT; THENCE S 110 40' 24" E 181.96 FEET TO A LBiE I L WITH. AND NORTHWESTERLY 106.54 FEET FROM THE SOUTHEASTERLY LINE OF AID LOT 106 '[FLQA THE SIDELINES OF SAID EASEMENT L BE LENGTHENED OR SHORTENED AS TO TERMINATE NORTHWESTERLY AT E NORTHWESTERLY LINE OF SAID LOT 107, AND SOUTHEASTERLY AT A LINE P WITH AND NORTHWESTERLY 106.54 FEET FROM THE SOUTHEASTERLY LINE OF SAID LOT 106 TOGETHER WITH A STRIP OF LAND 12 FEET WIDE LYING 6 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE BEGINNING AT SAID POINT "B" 'THENCE -ON A LINE PARALLEL WITH AND SOUTHEASTERLY 6 FEET FROM THE NORTHWESTERLY LINE OF BAIL. LOT 107, THENCE ALONG SAID PARALLEL LINE N 330 21' 06" E 11.07 FEET I$ N%40 TOGETHER WITH THE FOLLOWING DESCRIBES PARCEL OF LAND: BEGINNING AT THE INTERSECTION OF THE NORTHEASTERLY LINE OF 52 ND PLACE (PRIVATE ROAD) AS SHOWN ON RECORD OF SURVEY RECORDED IN BOOK 64 PAGE 36 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID LINE SHOWN AS HAVING A BEARING OF N 380 59 50" W ON SAID RECORD OF SURVEY; WITH A LINE THAT IS PARALLEL WITH AND NORTHWESTERLY 106.54 FROM THE SOUTHEASTERLY LINE OF SAID LOT 106; THENCE ALONG SAID PARALLEL LINE N 51° 00'10"E . FEET; THENCE N 85° 32' 20" W 26.23 TO A POINT IN SAID NORTHEASTERLY LINE OF SAID 52 ND PLACE; HENCE ALONG SAID NORTHEASTERLY LINE OF SAID 52 ND PLACES 380 59' 50" E 18.04 FE T TO THE POINT OF BEGINNING. 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PLEASE READ YELLOW SHEET FIRST ,_m CITY OF VERNON _Bs#_EAVE VERNON, a _ 7, 6&&�Wwam,wNaww& c 19 \\^■&\ }} �&/( ■ /\ _ o, �f!§ ��]/ ■)§�B §2!) o,=y. 1>8% &\� --;lf ■0 z) �8S -±° z,�ff : !B7■ o»±>( -!�)�.v'l2E *®°o,la4 -?)» ©;;a- �]E\}_ .§/}})/|}3/{\ R}§ § �®EI I-. 0I S)%)ƒ \§ ® �a ) ®( - This page is Part of your document- DO NOT DISCARD _ of t� 20120409882 f IIllllFiled 111111111111111111111111111 p0909' ;1111111 In Official Records i Recorder's Office, Los Angeles County, k x � CeliWrnia x t o 03/15/12 AT 08:OOAM FEES: 64.00 TARES: FFPR OTHER: 0.00 PAID: FFPR LEADSHEET IIIII IIIIIIIIIIII IIIIIIIII�IIIIIIIII�I illl IIIIIIIIIIIIIIIINIIIIIIIIIIII 1u�ll 201203150160021 00006616651 IIIIIIDIIU�III�I�IIQI�lllllll llal�l�ll 003861191 SEQ: 21 DAA - Title -Company (Hard Copy) Illl�l lll�l�l�l�ll�llll��llllllllllll�lllalll�nl�l�ln�l�lllll�l�l� IIIIIIII�IIII�I�III�II�IIIINI�I�lllllullll�lllllll�ll��l OIIIII�I�V� - THIS FORM IS NOT TO BE DUPLICATED to - C: KCAW TITLE COMPANY RECORDING REQUESTED BY: Chicago Title Company WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO: CenterPolnt Properties Trust 1$08 Swift Drive Oak Brook, lllinois60523-1501 Attention- lames N. Clewlew 1111111111111111111111111111 *20120409682* Space Above This Line For Recorder's Use GRANT DEED STATEMENT OF TRANSFER TAX. DUE AND A REQUFST THAT THE AMOUNT OF TAX NOT BE MADE PART OF THF, PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER, PURSUANT TO SECTION 1,1932 R & T CODE 0 FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The City of Vernon, a 0 body corporate and politic ("Grantor.'), hereby GRANTS to CenterPoint Properties Trust, a Maryland real estate investment trust ("Grantee'), that certain real prdperry located in the County of t.os Angeles, t State of California and more particularly described in Exhibit A attached hereto and incorporated herein r�J by this reference (the "Property"), EXCLUDING, however, any and all fixtures owned by Grantor and �j constituting, or used in connection with the use and operation of, the electrical services Substation 0 located on the portion of the Property depicted on Exhibit B attached hereto and incorporated herein, and t SUBJECT TO all matters of record, and all building oodtxi and other applicable laws, ordinances and governmental regulations affecting the Property. N1 9 F� [SIGNATURE PAGE FOLLOWS] 8 {f Q j- IJdOUM®NTTRANSFERTAX5 COMPUTED ON FULL VALUE OF PROPERTY CONVEYED M m. CA OOMPUTED ON FULL VALUE LESS DENS AND' HNCUM FIANCa TTIMEOFEALL atumel raM or Aaen1deWMin1n9tar Rr51 WESM29509120.5 ZL5 Dated: Merck 14 12012 THE CITY OF VERNON, a body corporate and politic By: Name: Llillium 7lwnia Title: .Rgy_or Pxo-Tem ATTE ST - By: i "Title: Cit Cier APPROV ,O4LY By. N eTitle: GRANT DrrD ACKNOWLEDGMENT STATE OF CALIFORNIA// COUNTY OF )-DS /'(N���S On Maid 4a®ia y ,beforeme,�a31 �112w)1,a � Notary Public, personally appeared U1111AIM 9 Q)AViS who proved to me on the basis of satisfactory evidence to be the person whose oameyis/ subscribed to the within instrument and acknowledged to me that he/lltfidy executed the same in his//lwl mr authorized capacity03% and that by hisll�at t r signaturexon the instrument the persono, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the Stale of California that the foregoing paragraph is true and correct. --------------- WITNESS my hand and official seal. MAaIsoL TRUJILLO Commission N 1010414 Notary Puhlic • Cautornis Los Angola Canty My Comm. fx irw On 23.2014 Signature of Notary (Affix seal here) ACKNOWLEDGEMENT EXHIBIT A LEGAL DE.,SCRIPTION PARCEL I: THOSE PORTIONS OF LOTS 105,106 AND 107 OF TRACT NO. 7923, PARTLY IN THE CITY OF MAYWOOD AND PARTLY IN THE CITY OF VERNON, ALL IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113, PAGES 80 TO 83 INCLUSIVE OF MAPS, IN '1HE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 107 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE, 50 FEET WTDII, EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE, AS SAID STREETS ARE SHOWN ON SAID TRACT 7923; THENCE NORTH 330 21' 000 EAST ALONG THE NORTHWESTERLY LINE OF SAID LOT 107, A DISTANCE OF 394,65 FEET TO THE MOST NORTHERLY- CORNER THEREOF; THENCE SOUTH 540. 27' 40° .EAST ALONG THE NORTHEASTERLY LINE OF SAID LOT 107, A DISTANCE OF 134.17 FEET TO. THE BEGINNING OF A TANGENT CURVE THEREIN, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 455.30 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15° 26' 15°, AN ARC DISTANCE OF 122.67 FEET; THENCE TANGENT TO SAID CURVE SOUTH 396 01' 25° FAST ALONG THE NORTHEASTERLY LINES OF SAID LOTS 105, 106.AND 107. A DISTANCE OF 517.25 FEET TO THE, MOST EASTERLY CORNER. OF SAID LOT 105; THENCE SOUTH 510 00' 14" WEST ALONG THE SOUTHEASTERLY LINE OF SAID LOT 105, A DISTANCE OF 457.22 FEET TO A POINT IN THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "B" IN THE DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1942 IN BOOK 19198 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 38Q 59' 50" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO. I OF AUGUST 20, 1940 IN BOOK 17750 AT PACE 183, T14E NORTHEASTERLY LINE OF THAT CERTAIN PARCFI, OF LAND DESCRIBED IN THE DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3, RECORDED IN BOOK 9787 AT PAGE 9, AND THE NORTHEASTERLY LINE OF PARCEL "C" OF SAID DEED RECORDED IN BOOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINA13OVE DESCRIBED PARCEL,."C", NORTH 820 47, 350 WEST 63.04 FEET TO THE EASTERLY LINE, OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 70 33' 000 EAST 33.88 FEET TO AN .ANGLE POINT THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE, NORTH 33° 21, 00" EAST50.02 FEET TO THE POINTOF BEOTNNTNG. EXCEPT ALL OIL, GAS AND OTHER PETROLEUM AND MINERAL SUBSTANCES, BUT WI'l'HOUI' THF. RIGHT OF SURFACE ENTRY AS RESERVED IN BOOK 20565 PAGE 1, OFFICIAL RECORDS, FROM THAT PORTION OF SAID LAND INCLUDED WITHIN THOSE PORTIONS OF LOTS 105, 106 AND 107 OF TRACT NO, 7923, IN THE CITY OF MAYWOOD, COUNTY OF LOS ANGELES, STATE OF CALIFORMA, AS PER MAP RECORDED IN BOOK 1 13 wl[YB229509120.5 PAGES 80 TO 83 OF MAPS, IN TILE OFFICE OF TI IE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS* BEGWNING AI' THE MOST WESTERLY CORNER OF THAT CERTAIN .PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO.2403 ON APRIL 10, 1952 IN' BOOK 38681 AT PAGE 218 OF OFFICIAL RECORDS, N THE OFFICE OF SAID COUNTY RECORDER, WHICH MOST WESTERLY CORNER IS A POINT IN THE SOUTHEASTERLY PROLONGATION OF THE NORTHEASTERLY LINE OF FIFTY-SECOND PLACE AS SHOWN ON SAID MAP OF TRACT NO. 7923; 'THENCE ALONG A SOUTHWESTERLY LINE OF SAID MAYWOOD GLASS PROPERTY AND SAID PROLONGATION SOUTH 540 27' 15" FAST 80.12 FEET TO AN ANGLE POINT IN SAID SOUTHWESTERLY LINE; THENCE CONTINUING ALONG SAID SOUTHWESTERLY LINE AND ALONG THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO MAYWOOD GLASS CO., RECORDED AS DOCUMENT NO.253 OF NOVEMBER 3,1938 IN BOOK 16177 AT PAGE 216 OF SAID OFFICIAL RECORDS, SOUTH 380 59' 30" FAST 570.85 FEET TO THE - END THEREOF; THENCE ALONG THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE OF SAID LAST MENTIONED PARCEL., SOUTH 510 00' 30" WEST 50.00 FEET TO A POINT N THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "B" IN THE 'DEED TO CITY OF MAYWOOD RECORDED MARCH 20, 1942 IN BOOK 19198 AT PAGE 193 OF SAID OFFICIAL RECORDS; THENCE NORTH 180 59' 30" WEST ALONG SAID LAST MENTIONED NORTHEASTERLY LINE, TO NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AS PARCEL "A" IN THE DEED TO CITY OF MAYWOOD RECORDED AS DOCUMENT NO. I OF AUGUST 20, 1940 N BOOK 17750 AT PAGE 183, THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO MAYWOOD MUTUAL WATER COMPANY NO. 3 RECORDED IN BOOK 9787 AT PAGE 9 AND THE NORTHEASTERLY LINE OF PARCEL "C" OF SAID DEED RECORDED IN ROOK 19198 AT PAGE 193, ALL OF SAID OFFICIAL RECORDS, 564.07 FEET; THENCE ALONG A NORTHERLY LINE OF HEREINABOVE DESCRIBED PARCEL "C", NORTH 820 47' 15" WEST 63.04 FEET TO TIME EASTERLY LINE OF HELIOTROPE AVENUE, 50 FEET WIDE, AS SHOWN ON SAID MAP OF TRACT NO. 7923; THENCE ALONG SAID EASTERLY STREET LINE NORTH 70 33' IS" E'AS'I' 33.88 FEET TO AN ANGLE POIN3'THEREIN; THENCE CONTINUING ALONG A SOUTHEASTERLY LINE OF SAID HELIOTROPE AVENUE; NORTH 33° 19' 45" EAST 50.02 FEET TO THE PONT OF BEGINNING. PARCEL 2: AN EASEMENT FOR USE N COMMON WITH OTHERS, FOR INGRESS AND EGRESS 1N AND ON THE PRIVATE STREETS KNOWN AS 52ND PLACE AND 58TH PLACE, N THE CITY OF MAYWOOD, COUNTY, OF LOS-ANGELES, S1'AI'E OF CALIFORNIA, COVERING THOSE ChWI'AIN PORTIONS OF LOTS 102 TO 107-INCLUSIVE OF TRACT 7923, .AS PER MAP RECORDED N BOOK 113 PAGES 80 TO 83 OF MAPS, RECORDS OF LOS ANGELES COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHWEST LINE OF SAID LOT 101 WITH THE SOUTHEASTERLY PROLONGATION OF THE NORTHEAST LINE OF 52ND PLACE EXTENDING NORTHWESTERLY FROM HELIOTROPE AVENUE; THENCE' SOUTHEASTERLY ALONG SAID PROLONGATION 80.12 FEET; THENCE SOUTH 38° 59' 30" EAST 1240.12 FEET TO A PONT IN A LINE PARALLEL WITH THE SOUTHERLY LINE OF SAID LOT 102 AND WF,ST,229509120.5 DISTANT NORTHERLY 50 FEET, MEASURED AT RIGHT ANGLES THEREFROM, WHICH LAST MENTIONED POINT IS DISTANT WESTERLY ALONG SAID PARALLEL LINE 447.23 FEET' FROM THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF ALAMO AVENUE; THENCE ALONG SAID PARALLEL LINE; SOUTH 820 47' 15" FAST 447.23 FEET TO THE NORTHERLY PROLONGATION OF THE EASTERLY, LINE OF ALAMO AVENUE; THENCE ALONG SAID PROLONGATION SOUTH 70 33' 15" WEST 50 FEET TO THE SOUTH LINE OF SAID LOT 102; THENCE ALONG SAID SOUTH LINE NORTH 820 47' 15" WEST 467.05 FEET TO A LINE HEREIN DESIGNATED AS "A", PARALLEL WITH AND DISTANT SOUTHWESTERLY 50 FEET, MEASURED AT RIGHT ANGLES FROM THE ABOVE DESCRIBED LINE NOTED AS HAVING A LENGTH OF 1240.1.2 FEET; THENCE ALONG SAID PARALLEL LINE NORTH 380 59' 30" WEST 269.39 FEET TO THE NORFHWEST' LINE OF SAID LOT 102; THENCE ALONG SAID NORTHWEST LINE SOUTH 510 00' 30" WEST 54.15 FEET TO THE WEST LINE OF SAID LO"1' 102; THENCE NORTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 103 TO THE NORTHERLY PROLONGATION OF THE WEST LINE OF WOODLAWN AVENUE; THENCE ALONG SAID PROLONGATION NORTH 70 33' 15" EAST 72.25 FEET TO SAID LINE DESIGNATED AS "A", THENCE ALONG SAID LINE "A", NORTH 380 59' 30" WEST 863.67 FEET1.0 THE EASTERLY PROLONGATION OF THE SOUTH LINE OF 56TH STREET, THENCE WESTERLY ALONG SAID PROLONGATION, 63.04 FEET TO THE EAST LINE OF HELIOTROPE AVENUE; THENCE NORTHERLY ALONG SAID EAST LINE TO THE POINT OF BEGINNING, EXCEPT ANY PORTION THEREOF WITHIN THE LINES OF PARCEL I ABOVE. PARCEL 3: ALL OF LOTS 78 THROUGH 83 INCLUSIVE, THE NORTHWESTERLY 10 FEET AND THE SOUTHWESTERLY 17 FEET OF LOT 84 AND THE SOUTHWESTERLY 17 FEET OF LOT 85, ALL IN TRACT NO. 7923, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE SOUTHEAST I FOOT OF SAID LOT 85 ALSO EXCEPT FROM THE SOUTHWEST 17 FEET OF THE NORTHWEST 10 FEET OF LOT 84 AND THE SOUTHWEST 17 FEET OF LOT85, ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCE IN SAID LAND, AS RESERVED BY STEEL MERCHANTS COMPANY, A CO PARTNERSHIP, BY DEED RECORDED SEPTEMBER 4, 1958 IN BOOK D206 PAGE 140, OFFICIAL RECORDS. PARCEL4t LOTS 74, 75, 76 AND 77 OF TRACT 7923, 1N THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 113 PAGES 80 TO 83 INCLUSIVE OF MAPS, IN THE OFFICE OF T14E COUNTY RECORDER OF SAID COUNTY. APN; 6314-019-900 and 6314-022-900 WGSTU.29509120.5 EXHIBIT B DEPICTION OF SUBSTATION (attached hereto) WE.ST22950.9120.5 C yf J��— i EE 1e11 / .n1 ` �.-i.t A r, ap`�99�p''AAt�leYltigl " � n n � se9 P� i •sl ° igg e• '--� EdOn��iq�ping ! ° 881 t • a 9adg1 � g�egd�jyel�'.a ��1,id � d ll�di�irAe gyNl5�d43�pg6� ^�'d..� s � N a 9is O'N � igi gild • ' � n �' VI mo.ge-i'S'Ne°vsagar,lo'eA lu E a e l d5''a,. � g �-...'�el•a.y.a, a Ie.y�gA rend g;2e;gt i- s ['i 6$I li. §.. Asllti .......,., $ Ip,t 1 9 i A eg e,•1 w ..1 r4�i COUNTY OF LOS ANGELES REGISTRAR-RECORDER/COUNTY CLERK 12400IMPERIAL HWY. —P.O. BOX 1024, NORWALK, CALIFORNIA 90651-1024 — www.lavote.net DEAN C. LOGAN Registrar-Recorder/County Clerk "To Enrich Lives Through Effective And Caring Service" To: Property Owners From: Department of Registrar-Recorder/County Clerk, County of Los Angeles Department of Consumer Affairs, County of Los Angeles Re: NOTICE OF RECORDED DOCUMENT Every time you buy, sell, or take a loan on your property, Los Angeles County sends you a copy of the recorded document. This gives you a chance to review the document to be sure that it is correct. The copy is sent to the property address and any other address on file at the County Assessor's Office. Please check the enclosed document to be sure it is correct. If it is correct, there is nothing you need to do. If something is wrong with the document, call the Department of Consumer Affairs. To help you check the document, please read the blue sheet. It explains the most common types of real estate documents and what they do. The enclosed document is an unofficial copy. It may be reduced in size and appear different from the original. The original of the enclosed document will be sent to the address that appears in the upper left hand corner of the document. If you have questions or need help, give the Department of Consumer.Affairs a call at the number listed below. Trained counselors are available to help you. Enclosure If you need help call: County of Los Angeles Department of Consumer Affairs Real Estate Fraud and Information Program (213) 974-1450 This notification is sent in compliance with Government Code Section 27297.6 ��W-eaho� COUNTY OF LOS ANGELES REGISTRAR-RECORDER/COUNTY CLERK 12400IMPERIAL HWY. —P.O. BOX 1024, NORWALK, CALIFORNIA 90651-1024—www.lavote.net DEAN C. LOGAN Registrar-Recorder/County Clerk "Para enriquecer vidas mediante un servicio eficaz y atento" Dirigido a: Propietarios de casas Remitente: Departamento del Oficial del Registro Civil/Secretario del Condado, Condado de Los Angeles Departamento de Asuntos del Consumidor, Condado de Los Angeles Asunto: "ISO SOME DOCUMENTO REGISTRADO El Condado de Los Angeles le envia una copia del documento registrado cada vez que compra, vende o saca un prestamo sobre su propiedad. Esto le brinda la oportunidad de revisar el documento para asegurarse de que este correcto. La copia se envia a la direcci6n de la propiedad y a cualquier otra direcci6n registrada en la Oficina del Asesor del Condado. Por favor, revise el documento adjunto para asegurarse de que este correcto. Si esta correcto, no debe hater nada. Si no esta correcto, comuniquese con el Departamento de Asuntos del Consumidor. Para poder revisar bien el documento, por favor lea la hoja azul. Esta hoja le da informaci6n sobre los documentos mas comunes de bienes raices, que significan y que funci6n tienen. El documento adjunto es una copia del original y aparece de un tamano reducido. La copia del original sera enviada a la direcci6n que aparezca en la parte superior izquierda del documento. Si tiene alguna duda o necesita ayuda, comuniquese con el Departamento de Asuntos del Consumidor al nOmero que aparece a continuaci6n. Nuestros consejeros estan disponibles para ayudarlo. Documento adjunto SI necesita ayuda comuniquese al: Departamento de Asuntos del Consumidor del Condado de Los Angeles Programa de Information y Fraudes de Bienes Raices 13) 974-1450 se envia este aviso en contormlam con la 5ecciOn Zf2w.b ael codigo de Gobierno. DEPARTAMENT OF CONSUMER AFFAIRS INFORMATION FOR HOMEOWNERS COMMON REAL ESTATE DOCUMENTS MEMBERS OF THE BOARD OLORIAMOUNA MARK RIDLEY-THOMAS. ZEV YAROSLABKY DON KWE IWHAEL D. ANTONOVIOH Here are the three most common recorded real estate documents: 1. A Grant Deed or Quitclaim Deed is used when there is a change of ownership to a property. This might include buying or selling a property, adding or removing in owner, or placing a property into or out of aliving trust. 2. A Deed of Trust is used to secure a loan. A deed of trust is recorded when you buy, refinance; take a loan on your property, get an equity line of credit, or post bail for someone. 3. A Reconveyance is recorded when a loan has been paid -in -full. It may also be called a "Full Reconveyance" or, "Substitution of Trustee and Full Reconveyance." To find out which document you received, find the white sheet that has the words, "When Recorded Mail To" in the upper left hand corner. The title of the document will be in the center of the page, in dark letters, about a quarter of the way from the top. When to Call for Help The Department of Consumer Affairs Real Estate Fraud and Information Program was created to help homeowners and fight fraud. Our services are free and include counseling, information, referral, mediation and investigation of real estate complaints. Call us if: Your name was forged on a, real Changes were,made to the estate document. document after you signed., Your home was sold without your, The copies are not ,clear or pages knowledge. are ;missing. Title was transferred without your You did not understand what you knowledge. got. For more information and assistance, please call the Department of Consumer Affairs (213) 974-1450 COUNTY OF LOS ANGELES DEPARTMENT OF CONSUMER AFFAIRS 500 W. Temple St., Room B=96 • Los Angeles, CA 90012 dea.lacounty.gov • 213-974-1450 • TTY: 213-626-0913 Revised 05.11 DEPARTAMENT OF CONSUMER AFFAIRS MEMBERS OF "E BOARD OLORIAMOLINA INFORMACION PARA MMK RIDLEY-ROMAS ZEVYAROSLAV8 Y PROPIETARIOS DE BIENES RAICES MICHMLoa�NOVICM DOCUMENTOS COMUNES DE BIENES RAKES Estos son los tres documentos mas comunes que se registran con el Condado: 1.. Escritura de Transferencia (Grant Deed) o Escritura De Traspaso De Finiquito (Quitclaim Deed): Se usan cuando la propiedad cambia de dueho. Esto puede incluir la compra o venta de la propiedad, el anadir o excluir a un dueno, o el agregar o retirar la propiedad de un Fideicomiso Voluntario (Living Trust). 2. Escritura de Figeicomiso Hipotecario (Deed of Trust): Se usa Para garantizar un prestamo contra la propiedad. Esto puede incluir un prestamo de con pra, hipotecario, 'ode refinanciamiento. Tambien puede asegurar una lines de credito o una fianza. 3. Restituci6n de Propiedad (Recenveyance): Se"registra cuando un prestamo ha sido cancelado o pagado en su totalidad. Tambiert puede Ilamarse "Restitucion Completa" o "Substituci6n de Fideicomisario y Restitucion Completa". Para saber qu6 documento ha'recibido, busque en la parte superior izquierda de lapagina blanca donde dice, "Una vez Registrado Enviar A (When Recorded Mail To). El titulo del documento aparecera en el Centro de is pagina en letra de molde. Cuando Debe Llamar Para Pedir Ayuda El Programa de Informaci6n y'Fraudes de Bienes Raices del Departamento de Asuntos del Consumidor fue creado para ayudar a los propietarios y para cornbatir el fraude. Nuestros servicios son gratuitos a incluyen asesoramiento, informaci6n, recomendaciones, mediaci6n, e investigaci6n de denuncias sobre bienes raices. Llamenos si: Su nombre fue falsificado en un Se cambio el documento despues documento de bienes raices. que to firm6. Su Casa flue vendida sin su Las copias no estan claras o faltan consentimiento. paginas. El titulo de su propiedad fue No entiende Io que recibi6. transferido sin su consentimiento. Para mas informacion y ayuda, flame al Departamento de Proteccion al Consumidor: (213) 974-1450 COUNTY OF LOS ANGELES DEPARTMENT OF CONSUMER AFFAIRS 500 W. Temple St., Room B-96 • Los Angeles, CA 90012 dea.lacounty,gov • 213-974-1450 • TTY: 213-626-0913 Revised 05;11 This page is part of your document - DO NOT DISCARD of toss 20120460182 4� Q� IIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIII IIII II IIIII II k '"a' ,0 Recorded/Filed in Official Records k f Recorder's Office, Los Angeles County, California 03/26/12 AT 08:OOAM Pages:00 FEES: 18.00 TAXES: 0.00 OTHER: 0.00 PAID: 18.00 IYA�11�I9AlI�II�BYII��WIIV LEADSHEET 201203260230090 00006663887 lllllllllllllllsillll�lllIIIIIIIIIIII 003883752 SEQ: 01 ERRS - Daily - Priority lilllll IIII IIIIII IIII IIIII IIIII �lll IIIII �l IIIII IIIIII IIII IIIII III I IIIIII IIIII IIIII II IIII III IIII IIIIIIIIIIIII����IIIIIIIIIIIIII��I�I�II�I�II��II������IIIII���IIIIIII��������I���I��I����IlI�I�� - THIS FORM IS NOT TO BE DUPLICATED - ewmr T.D. Service Company 4000 W Metropolitan Dr Ste 400 Orange, CA 92868 (800) 8904096 04/02/12 CITY OF VERNON 4305 SANTA FE AVENUE VERNON, CA 90058 Customer#/Numero De Cliente: 566 Service#/Numero De Servicio: 3710760RL1 Loan No./Numero. De Prestamo: 29332 Dear Sir/Madam: RECEIVED APR 0 9 2012 CITY ADMINISTRATION Enclosed please find a recorded Release of Mortgage/Full Reconveyance document that has been filed with the County Recorder's Office. When your lender releases your mortgage loan through a refinance, sale of property, or otherwise, your lender or servicer is required to notify the county recorder, where the property is located, that the referenced loan is now released. The enclosed document is for your records. No additional action needs to be taken. If you have any questions regarding this letter, please contact our customer service department at (800) 890-4096. Sincerely, Customer Service T.D. Service Company For East West Investment Inc. Estimado Seflor/Sehora: Adjunto le estamos enviando una copia del documento de ejecuci6n de Traspaso Hipotecario, el cual ha sido registrad6 con Is oficina del Registrador del Condado correspondiente. Cuando la cuenta de una propiedad es cerrada a trav6s de una transacci6n de refinanciamiento, compra vents, etc., es obligatorio notificar al correspondiente Registrador del Condado acerca de esta transacci6n. El documento adjunto a esta carts es para use de sus propios archivos, y no requiere ninguna intervenci6n de parte suya. Si tiene alguna pregunta con respecto a esta carta o documento adjunto, por favor contactese con nuestro Departamento de Servicio al Cliente al teldfono (800) 890-4096. Atentamente, Servicio al Cliente Para East West Investment Inc. RSCOVER6 RECORDING REQUESTED BY: T.D. Service Company IRENE L. LARA 4000 W Metropolitan Dr Ste 400 ORANGE CA 92868 When Recorded Mail To: T.D. Service Company Lien Release Division 4000 W. Metropolitan Drive Suite 400 Orange, CA 92868 MERS Telephone: (888) 679-6377 Customer#: 0000566 Service Number: 3710780RL1 Loan N:29332 MERS MIN#: MERS PHONEM (888) 679-6377 FULL RECONVEYANCE EAST WEST INVESTMENT INC BYT.D. SERVICE COMPANY AS AGENT FOR THE TRUSTEE, as present Trustee under that certain Deed of Trust Dated 05/072009 , and executed by THE CITY OF VERNON, A BODY CORPORATE AND POLITIC as Trustor, and recorded on 05292009 as Instrument or Document No. 20090802147, Book — , Page — , of the Official Records in the Office of the County Recorder of Los Angeles County, CA having been requested In writing by the holder. of the obligations secured by said Deed of Trust, to reconvey the estate granted to Trustee under sold Deed of Trust, does hereby reconvey to the person or persons legally entitled thereto, without warranty all the estate, title and Interest acquired by the Trustee under said Deed of Trust. Dated: 03262012 EAST WEST INVESTMENT INC BY T.D. SERVICE COMPANY AS AGENT FORTHE TRUSTEE Julie A. Yates Vice President STATE OF CALIFORNIA ll COUNTYOF ORANGE ! S.S. On 03262012, before me M. Tulio, Notary Public, personally appeared Julie A. Yates, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that helshelthey executed the same in his/her/their authorized capacity(les), and that by hlslherlthelr signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hard and official seal. 4 kTJ 0 a Comm#:t9;7oo6 Ip NDTAit{PUj eug;WFOWA ORANGEOWN." rr Mr oomm, rgplrl,aay.tgw.is: �. �v�✓�a.+wrw rraxwrr M. Tullo , Notary Public My Commission Expires: 081162015