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Resolution No. 2014-013 (2)FULLY EXECUTED AGREEMENT CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: Pacific Industrial. LLC CONTRACT PURPOSE: Sale of Thermador - 5119, 5201, 5241 District and 4601 East 52nd (Purchase and Sales Agreement with Addendum ) CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID ❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) ❑ SERVICES O MATERIALS ❑ BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $7,992,436.00 Charge Acct. No(s) Amendment Value ❑ Contract is an Amendment to Contract No. (if Applicable) RESPONSIBLE DEPARTMENT PERSON: Alex Kun¢ PHONE: X?fi� AUTHORIZATION: 9iApproved by Council on April 15, 2014 (Check One) Resolution NoV 1'4-1 (if applicable) ❑ Approved by City Administrator on Note: Attach supporting documentation OAmendment Approved by (if applicable) ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A) Initials Date (1) Responsible Department Person Checks substance of contract and assembles two (2) copies of Contract, insurance & bond documents, certifies compliance With Competitive Bidding and Purchasing Ordinance (2) Liability and Claims f Approves insurance and sureties, if bonds required 1 (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances And reflected in current budget (4) City Attorney Approves contract as to form, verifies bonds and insurance included 7�E % z t l (5) City Signatory Signs all copies on behalf of City (6) City Clerk Attests signatures, numbers, files contract, insurance and bonds, and transmits duplicate original to contractor Rev. 4/25/13 TRANSMITTAL COMMUNICATION OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323)583-8811 April 22, 2014 Pacific Industrial Attn: Neil Mishurda, Co-founder 6272 E. Pacific Coast Highway, Ste E Long Beach, CA 90803 Re: Termination Agreement between Bel Air Atlantic, LLC and the City of Vernon Dear Mr. Mishurda: Please find enclosed two executed original termination agreements, as referenced above, for processing. Please return one fully executed original agreement to my attention, If you have any questions regarding this matter, please contact Alex Kung at (323) 583-8811 ext. 355. Thank you. Very truly yours, e o ah R.Juare Records Management Assistant 'Enclosures c: Alex Kung Resolution No. 2014-13 Agreement No. 14-017 ftfusivefy Industrid 'ERMINATION AGREEMENT 1*9 TERMINATION AGREEMENT ("Termination Agreement") is made as of Apri} f 5r 2014, between CITY OF VERNON ("Seller") and BEL AIR ATLANTIC, LLC ("Buyer") (collectively, the "Parties"). A. The Parties executed that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated April 14, 2011 (ds assigned and amended, the "Agreement"). B. The Buyer and Seller have mutually agreed to terminate the Agreement as hereinafter set forth. NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt of which is hereby aclmoWedged, Seller -and Buyer acGowledge and agree as ,)follows: 1. The Agreement is hereby terminated and of no further force or effect, and all earnestnroney deposited thereunder by Buyer shall be returned. and refunded to Buyer. 2. This Termination Agreement may be executed by the parties hereto individually or in combination, in one ormore counterparts, each of which shall be an original and all of which will constitute one and the same Termination Agreement. 3. The parties hereby agree that an executed facsimile copy .of this Termination Agreement may he transmitted to either party and be deemed an original for purposes hereof. [The remainder of this page is intentionally blank] W9ST\246444264.2 IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of` the day and year first above written. SELLER: CITY OF VERNON � a/ ji MM 4 rizor-TWII Ira r4� Attest. By: Name: Ana rcia Title: Dpnuty City Ct prk Approved as to Form . By: ; 7 ��%�f �CA� Scott E. Porter, Nputy City Attorney BUYER: BEL AIR ATLANTIC, LLC ,,� l 0 �C two-_ 1. �v WESW46444264.2 STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non -Residential) AIR Commercial Real Estate Association April __, 2014 (bate for Reference Purposes) 1, Buyer. 1.1 PACIFIC INDUSTRIAL, LLC, a Delaware liability company ("Buyer"), hereby offers to purchase the real property, hereinafter described, from the of Vernon ("Seller") (collectively, the "Partles" or individually, a "Party"), through an escrow ("Escrow") to close 30 days after the waiver or expiration of the Buyer's Contingencies ("Expected Closing Date") and to be held by Chicago Title ("Escrow Holder"), whose address is 725 S. Figueroa St., Suite 200, Los Angeles, CA 90017; Telephone; Attention Mike Slinger (213) 6124131, mike.slinger@ptt.com; upon the terms and conditions set forth in this agreement (this "Agreement'), Buyer shall have the right to assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of Buyer's obligations herein unless Seller expressly releases Buyer. 1.2 The term "Date of Agreement" as used herein shall be the date when by execution and delivery (as defined in paragraph 20.2) of this document or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in writing whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties. 2. Property. 2.1 The real property (the "Property') that is the subject of this offer consists of approximately 8.29 acres of industrial zoned land located in the City of Vernon, County of Los Angeles, State of California, and commonly known by the street address of 5119, 5201 and 5241 District Boulevard and 4601 East 52°d Drive. 2.2 If the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal description shall be completed or corrected to meet the requirements of Chicago Title Company, Attn: Mike Slinger ("Title Company'), which shall issue the title policy hereinafter described. 2.3 The Property includes, at no additional cost to Buyer, any permanent improvements thereon, including those items which pursuant to applicable law are a part of the property, and all additional items described in Paragraph 2.3 of the ADDENDUM (collectively, the "Improvements'). 3. Purchase Price. 3.1 The purchase price (the "Purchase Price') to be paid by Buyer to Seller for the Property shall be $7,992,436, payable in cash. 4. Deposits. 4.1 Within 2 business days after both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, Buyer shall deliver to Escrow Holder via wire transfer the sum of $150,000. If said wire is not received by Escrow Holder within said time period, then Seller may elect to unilaterally terminate this transaction by giving written notice of such election to Escrow Holder, whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer and Seller not enter into an agreement for purchase and sale, Buyer's check or funds shall, upon request by Buyer, be promptly returned to Buyer. 4.2 Additional deposit: Within 5 business days after the contingencies discussed in Paragraph 9.1 (c) are approved or waived, Buyer shall deposit with Escrow Holder the additional sum of $ I50,000 to be applied to the Purchase Price at the Closing. 4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to Paragraphs 4.1 and 4.2 (collectively the "Deposit") in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the timing requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer's Federal Tax Identification Number is NOTE: Such Interest bearing account cannot be opened until Buyer's Federal Tax Identification Number is provided. WEST 455926M4241 5. INTENTIONALLY OMITTED 6. INTENTIONALLY OMITTED 7. Real Estate Brokers. 7.1 The following real estate broker(s) ("Brokers") and brokerage relationships exist in this transaction and are consented to by the Parties (check the applicable boxes): X❑ Cushman & Wakefield represents Seller exclusively ("Seller's Broker"); and ❑ No broker represents Buyer ("Buyer's Broker). The Parties acknowledge that Brokers are the procuring cause of this Agreement. See Paragraph 24 regarding the nature of a real estate agency relationship. 7.2 Buyer and Seller each represent and warrant to the other that he/shelh has had no dealings with any person, firm, broker or finder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein, other than the Brokers named in Paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers is/are entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any broker, finder or other similar party, other than said named Brokers by reason of any dealings or act of the indemnifying Party. S. Escrow and Closing. 8.1 Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending this Agreement unless specifically so instructed by the Parties or their respective Brokers. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions. 8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow IIolder shall ascertain the Date of Agreement as defined in Paragraphs 1.2 and 20.2 and advise the Parties and Brokers, In writing, of the date ascertained. 8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail. 8.4 Subject to satisfaction of the contingencies herein described; Escrow Holder shall close this escrow (the "Closing") by recording a grant deed and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement. 8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the.premium for a standard coverage owner's or joint protection policy of title insurance. (See also Paragraph 11) 8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters contained in Paragraphs 9.1 subparagraphs (a), (b), (d) though (r), 9A, 9.5, 12, 13, 14, 16, , l7, 18, 20, 21, 22, and 24 are, however, matters of agreement between the Parties only and are not instructions to Escrow Holder. 8.7 If this transaction is terminated for non -satisfaction and non -waiver of a Buyer's Contingency, as defined in Paragraph 9.2., then neither of the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be promptly refanded all funds deposited by Buyer with Escrow Holder, less only Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation. If this transaction is terminated as a result of Seller's breach of this Agreement then Seller shall pay Title Company and Escrow Holder cancellation, fees and costs. 8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions. Page 2 of 12 AKIA INITIALS INTTL4LS WEST1245592673.2 8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties contained therein. 8.10 If this sale ofthe Property is not consummated for any reason other than Seller's breach or default, then, at Seller's request and as a condition to any obligation to return Buyer's deposit (see Paragraph 21), Buyer shall within 5 days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall not be required to deliver any such report if the written contract which Buyer entered into with the consultant who prepared such report specifically tbrbids the dissemination of the report to others. SEE ADDENDUM 9. Contingencies to Closing. 9.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED'SUCH ITEM, MATTER OR DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision Is made by the Seller within the time specified therefore by the Buyer in such conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly provide all Parties with copies of any written disapproval or conditional approval which it receives. SEE ADDENDUM (a) Disclosure. Seller shall make to Buyer, through escrow, all of the applicable disclosures required by law (See AIR Commercial Real Estate Association ("AIR") standard form entitled "Seller's Mandatory Disclosure Statement") and provide Buyer with a completed Property Information Sheet ("Property Information Sheet") concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 2 business days following the Date of Agreement. Buyer has until the Feasibility Deadline (as defined in the attached Addendum) to approve or disapprove the matters disclosed. (b) Physical Inspection. Buyer has until the Feasibility Deadline to satisfy itself with regard to the physical aspects of the Property. (c) Hazardous Substance Conditions Report. Buyer has until the Feasibility Deadline to satisfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A "Hazardous Substance" for purposes of this Agreement is defined as any substance whose nature and/or quantity of existence, use, manufacture, disposal or effect, render it subject to Federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare. A "Hazardous Substance Condition" for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require remediation and/or removal under applicable Federal, state or local law. SEE ADDENDUM. (d) Soil Inspection. Buyer has until the Feasibility Deadline to satisfy itself with regard to the condition of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any such report shall be, paid for by Buyer. Seller shall provide Buyer copies of any soils reports with respect to the Property in Seller's possession within 10 days of the Date of Agreement. (a) Governmental Approvals. Buyer has until the Feasibility Deadline to satisfy itself with regard to approvals and permits from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or desirable in connection with its intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety, fire, police, handicapped and Americans with Disabilities Act requirements, transportation and environmental matters. M Conditions of Title. Escrow Holder shall cause a current commitment for tide insurance ("Title Commitment") concerting the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment ("Underlying Documents") to be delivered to Buyer within 2 business days following the Dace of Agreement. Buyer has until the Feasibility Deadline to satisfy itself with regard to the condition of title. Buyer hereby disapproves of all monetary encumbrances, other than non -delinquent property taxes and assessments which are to be pro -rated at Closing, which shall not be considered a failure of this contingency, and Seller shall have the obligation, at Seller's expense, to satisfy and remove all monetary encumbrances, other than non -delinquent property taxes and assessments, at or before the Closing. (g) Survey. Buyer has until the Feasibility Deadline to satisfy.itself with regard to any ALTA title supplement based upon a survey prepared to American Land Title Association ("ALTA") standards for an owner's policy by a licensed surveyor, showing the legal description and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyer's direction and expense. If Buyer has obtained a survey and approved the ALTA title supplement, Buyer may elect within the period allowed for Page 3 of 12 INITIALS INITIALS WEST%245592673.2 Buyer's approval of a survey to have an ALTA extended coverage owner's form of title policy, in which event Buyer shall pay any additional premium attributable thereto. (h) , Existing Leases and Tenancy Statements. Seller represents and warrants that there are no leases, subleases or rental arrangements (collectively, "Existing Leases") affecting the Property. (i) INTENTIONALLY OMITTED. 6) Other Agreements. Seller shall, within 2 business days of the Date of Agreement, provide Buyer with legible copies of all agreements ("Other Agreements") in Seller's possession that will affect the Property after Closing. Buyer has until the Feasibility Deadline to satisfy itself with regard to such Other Agreements. SEE ADDENDUM (k) INTENTIONALLY OMITTED (l) INTENTIONALLY OMITTED (m) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has until the Feasibility Deadline to satisfy itself with regard to the title condition of such personal property. Seller recommends that Buyer obtain a UCC-1 report. Apy such report shall be paid for by Buyer. Seller shall provide Buyer copies of any lions or encumbrances affecting such personal property that it is aware of within 2 business days of the Date of Agreement. (n) Destruction, Damage or Loss. There shall not have occurred prior to the Closing, a destruction of, or damage or loss to, the Property or any portion thereof, from any cause whatsoever, which would cost more than $10,000,00 to repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10 days after receipt of written notice of a loss costing more than $10.000.00 to repair or cure, to either terminate this transaction or to purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this transaction, Buyer shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has occurred prior to Closing. (o) Material Change. Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to such change. "Material Change" shall mean a substantial adverse change in the use, occupancy, tenants, title or condition of the Property that occurs after the date of this offer and prior to the Closing. Unless otherwise notified in writing, Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (p) Seller Performance. The delivery of all documents and the due performance by Seller of chch and every undertaking and agreement to be performed by Seller under this Agreement. (q) Feasibility. "Feasibility" shall mean Buyer's determination, in its sole, subjective discretion, whether Buyer can feasibly acquire, develop, own and operate the Property in accordance with Buyer's plans and circumstances. (r) Feasibility Deadline. Notwithstanding any other provision of this Agreement to the contrary, Buyer's time for reviewing all of the matters set forth in Paragraph 9.l(c) shall expire at 5:00 P.M. (California time) on the 60th day after the Date of Agreement (the "Feasibility Deadline"). 9.2 All of the contingencies specified in subparagraphs.(a) through (m), inclusive, and (q) of paragraph 9.1 are for the benefit of, have been waived by, Buyer, and may be elsewhere herein referred to as "Buyer's Contingencies", except for 9.1(c) which remains the sole Buyer Contingency. 9.3 If any Buyer's Contingency or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner (each, a "Disapproved Item"), Seller shall have the right within 10 days following the receipt of notice of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ("Seller's Election"). Seller's failure to give to Buyer, within such period, written notice of Seller's commitment to cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller's Election not to cure such Disapproved Item, If Seller elects, either by written notice or failure to give written notice, not to cure a Disapproved Item, Buyer shall have the right, within 10 days after Seller's Election, to either accept title to the Property subject to such Disapproved Item or to terminate this transaction. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Properly subject to such Disapproved Item without deduction or offset shall constitute Buyer's election to terminate this transaction. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to the remediation of Hazardous Substance Conditions. Unless the Parties mutually instruct otherwise, if the time periods for the satisfaction of contingencies or for Seller's and Buyer's elections would expire on a date after the Expected Closing Date, the Expected Closing Date shall be deemed extended for 3 business days following the expiration of: (a) the applicable contingency period(s); (b) the period within which the Seller may elect to cure the Disapproved Item; or (c) if Seller elects not to cure, the period within which Buyer may elect to proceed with this transaction, whichever is later. 9.4 Buyer understands and agrees that, until such time as all Buyer's Contingencies have been satisfied or waived, Seller and/or its agents may solicit, entertain and/or accept back-up offers to purchase the Property. Page 4 of 12 INITIALS WESM45592673.2 INITIALS 9.5 The Parties acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of the Impact of such a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties, and Buyer and Seller are not relying upon any investigation by or statement of Brokers with respect thereto. The Parties hereby assume all responsibility for the impact of such Hazardous Substances upon their respective interests herein. 10. Documents Requlmd at or before Closing: 10.1 Five days prior to the Expected Closing Date, Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the Parties. 10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing: (a) Grant deed, duly executed and in recordable form, conveying fee title to the Property to Buyer. SEE ADDENDUM (b) If applicable, the Beneficiary Statements concerning Existing Note(s). (c) If applicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in Lease form published by the AiR or its equivalent. (d) If applicable, Estoppel Certificates executed by Seller and/or the tenants) of the Property. (e) An affidavit executed by Seller to the effect that Seller is not a "foreign parson" within the meaning of Internal Revenue Code Section 1445 or successor statutes. (f) An affidavit executed by Seller to the effect that Seller is not a "nonresident" within the meaning of California Revenue and Tax Code Section 18662 or successor statutes. (g) If applicable, a bill of sale, duly executed, conveying title to any included personal property to Buyer. (h) If the Seller is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the Property. 10.3 Buyer shall deliver to Seller through Escrow: (a) The Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder as immediately collectable funds, no later than 2:00 P.M. an the business day prior to the Expected Closing Date. (b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance on the improvements in the amount of the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase Money Note. (c) The Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.2(c) above, duly executed by Buyer. (d) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements. (e) If applicable, a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes. (f) if the Buyer is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property. 10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner's fort policy of title insurance effective as of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring title to the Property vested in Buyer, subject only to the exceptions approved by Buyer. IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LiENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 11. Proration and Adjustments. 11.1 Torres. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property Page 5 of 12 INITIALS WEST1245592673,2 INITIALS by supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill. 11.2 Insurance. WARNING: Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property. 11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as of the date of Closing. The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing. 11.4 Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing. 11.5 Port Closing Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by appropriate cash payment outside of the Escrow when the amount due is determined. 12. Representations and Warranties of Seller and Disclaimers. 12.1 Seller's warranties and representations shall survive the Closing and delivery of the deed for a period of 3 years and are true, material and may be relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers: (a) Authority of Seller. Seller is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder. (b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in Paragraph 9".1(n) hereof, Seller shall maintain the Property until the Closing in its present condition, ordinary wear and tear excepted. SEE ADDENDUM (c) Hazardous Substances/Storage Tanks. Except as disclosed to Buyer in Paragraph 9.1(c), Seller has no knowledge of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank. SEE ADDENDUM 9.1(C) (d) Compliance. Except as disclosed to Buyer in Paragraph 9.1(c), Seller has no knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes or covenants, conditions or restrictions, or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled'order or directive of any applicable governmental agency or casualty insurance company requiring any investigation, remediation, repair, maintenance or improvement be performed on the Properly, SEE ADDENDUM 9.1(C) (e) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any Existing Lease or Other Agreement, or create any new leases or other agreements affecting the Property, without Buyer's written approval, which approval will not be unreasonably withheld. . (f) Possessory Rights. Seller has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as disclosed by this Agreement or otherwise in writing to Buyer. (g) Mechanics' Liens. There are no unsatisfied mechanics' or materialmens' lien rights concerning the Property. (h) Actions, Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator, court or tribnunal that would affect the Property or the right to occupy or utilize same. (i) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change (see Paragraph 9.1(o)) affecting the Property that becomes known to Seller prior to the Closing. 0) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bar kauptcy or insolvency proceeding. (k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding. (1) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in the Purchase Price nor knowledge of any liens or encumbrances affecting such personal property, except as disclosed by this Agreement or otherwise in writing to Buyer. 12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its existing condition and will, by the time called for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property. The Parties acknowledge that, except as otherwise stated in this Agreement, no representations, inducements, promises, agreements or assurances, oral or written, concerning the Property, or any aspect of the occupational safety and health laws, Hazardous Substance laws, or any other act, ordinanca or law, have been made by either Parry or Brokers, or relied upon by either Party hereto. ilitil Page 6 of 12 INITIALS INITIALS WESI1245592e73.2 12.3 In the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway, then, and in that event, Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding said representation or warranty. 12.4 Any environmental reports, soils reports, surveys, and other similar documents that were prepared by third party consultants and provided to Buyer by Seller or Seller's representatives have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency, accuracy, completeness and/or validity of said documents, all of which Buyer relies on at its own risk. Seller believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and investigate the Property. 13. Possession. Possession of the Property shall be given to Buyer at the Closing. 14. Buyer's Entry. At any time during the Escrow period, Buyer, and its agents and representatives, shall have the right at reasonable times to enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted, however, without Seller's prior written approval, which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work, including the recompaction or removal of any disrupted soil or material as Seller may reasonably direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, losses, expenses (including reasonable attorneys' fees), damages, including those for injury to person or property, arising out of or relating to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith. SEE ADDENDUM 15. Further Documents and Assurances. The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Closing as and when required by this Agreement. The Parties agree to provide all further information, and to execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company. 16. Attorneys' Fees. If any Party or Broker brings an action or proceeding (including arbitration) involving the Property whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall include, without limitation, a Patty or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to'fully reimburse all attorneys' foes reasonably incurred. 17, Prior Agreements/Amendments. 17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property. 17.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller. 18. INTENTIONALLY OMITTED 19. Notices. 19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval, disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage prepaid, to the address set forth in this Agreement or by facsimile or electronic mail transmission. 19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered. Any such communication sent by regular mail shall be deemed given 48 hours after the same is mailed. Communications sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to due Postal Service or courier. Communications transmitted by facsimile transmission shall be deemed delivered upon telephonic confirmation of receipt (confirmation report from fax machine is sufficient). Communications transmitted by electronic mail shall be deemed delivered at the time of being sent by electronic mail if delivery thereof is confirmed by sender's receipt of a transmission report, generated by sender's email, which confirms that the email was successfully transmitted. If such communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 19.3 Any Party or Broker hereto may from time to time, by notice in writing, designate a different address to which, or a different person or additional persons to whom, all communications are thereafter to be made. Page 7 of 12 INITIALS INITIALS wsS11245592673.2 20. Duration of Offer. 20.1 If this offer is not accepted by Seller on or before 5:00 P.M. according to the time standard applicable to the City of Los Angeles on the date of April 28, 2014, it shall be deemed automatically revoked. 20.2 The acceptance of this offer, or of any subsequent counteroffer hereto, that creates an agreement between the Parties as described in Paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed writing, unconditionally accepting the last outstanding offer or counteroffer. 21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by both Parties). THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $300,000.00 UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER. Buyer Initials Seller Initials 22. ARBITRATION OF DISPUTES. (This Arbitradon of Disputes paragraph is applicable only If Inidaled by both Parties) 22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO,THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("COMMERCIAL RULES"). ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY SUCH CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST S YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT, THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE ARBITRATORS SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE -ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT. Page S of 12 INITIALS INITIALS WESIVA5592673,2 22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE. 22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. /Wl Buyer Initials Seller Initials 23. Miscellaneous. - 23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not Paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the time that the Agreement is executed. 23.2 Applicable Law. This Agreement shall be governed by and Paragraph 22.3 is amended to refer to, the laws of the state in which the Property is located. 23.3 Time of Essence. Time is of the essence of this Agreement. 23.4 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Escrow Holder, after verifying that the counterparts are identical except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement. 23.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. SUCH WAIVER APPLIES TO SELLER TO THE EXTENT PERMITTED BY LAW - 23.6 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 23.7 Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days. 24. Disclosures Regarding The Nature of a Real Estate Agency Relationship. 24.1 The Parties and Brokers agree that their relationship(s) shall be governed by the principles set forth in the applicable sections of the California Civil Code, as summarized in Paragraph 24.2. Page 9 of 12 INITIALS INITIALS WEST1245592673.2 24.2 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and Seller acknowledge being advised by the Brokers in this transaction, as follows: (a) . Seller's Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following affirmative obligations: (1) To the Seller: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the'agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. (1) In a dual agency situation, the agent has the following affirmative obligations to both the Seiler and the Buyer: a. A fiduciary duty of utmost care, integrity honesty and loyalty in the dealings with either Seller or the Buyer. b. Other duties to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph 24.2. (2) In representing both Seller and Buyer, the agent may not without the express permission of the respective Party, disclose to the other Perry that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater the price offered. (3) The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express then understanding of the transaction. Areal estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. (d) Further Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure, depending upon the number of agents assisting in the transaction. Buyer and Seller should each read its contents each time it is presented, considering the relationship between them and the real estate agent in this transaction and that disclosure. Brokers have no responsibility with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys' fees) of any Broker with respect to any breach of duty, error or omission relating to this Agreement shall hot exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. 24.3 Conjldendal Information: Buyer and Seller agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential. 25. Construction of Agreement. In construing this Agreement, all headings and titles are for the convenience of the parties only and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days. This Agreement shall not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it. 26. Additional Provisions: Additional provisions of this offer, if any, are as follows or are attached hereto by an Addendum Page 10 of 12 MIRALS INITIALS WEST124S592673.2 ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE. WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTYISLOCATED. NOTE, 1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY. 2. IF THE BUYER IS A CORPORATION IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS. The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof. BROKER: Attn: Title: Address: Telephone: Facsimile: L� Email: Federal IA No. INITIALS WESTU45592673.2 BUYER: PACIFIC INDUSTRIAL, LLC a Delaware limited liability company C By: Date: Name Printed: Neil Mishurda Title: Telephone: 310-430-4351 Facsimile: O Email: nelm@pac-industrial.com By: Date: Name Printed: Title: Address: Telephone: (__) Facsimile: Email: Federal ID No. Page 11 of 12 INITIALS 27. Acceptance. 27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein specified. 27.2 Seller acknowledges that Brokers have been retained to locate a Buyer and are the procuring cause of the purchase and sale of the Property set forth in this Agreement. in consideration of real estate brokerage service rendered by Brokers, Seller agrees to pay Buyer's Broker a real estate Brokerage Fee in a sum equal to 2.5% of the Purchase Price and shall pay Seller's Broker pursuant to a separate agreement (and Seller shall not be obligated to pay Buyer's Broker). This Agreement shall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing. 27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer. i NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT BROKER: CUSHMAN & WAKEFIELD OF CALIFORNIA INC Attn: John McMillan Title: Address: 601 S. Figueroa Street 47 Floor Telephone; (_) 213,955,6494 Facsimile: (_) 213.947.1772 Email: John.McMilbur(a)cushwake.com Federal 1D No. SELLER: CITY OF VERNON By: Deft: 31�Y Name Printed: mjrba4j Mr(:prmiek Title: Mayor Telephone: (__) 323.583.8911 Facsimile: (__) 323.826.1422 Email: By: Date: Name Printed: Title: Address: Telephone: (__) Facsimile: l— ) Email: Federal ID No. ATTEST: Ana Barcia, Dep y Ci y ler APPROVED AS TO FORN,: Scott E. Porter, Deputy City Attorney Page 12 of 12 INITIALS INITIALS WFS71245592677.2 STANDARD OFFER, AGREEMENT AND ESCROW INSTRUC71ONS FOR PURCHASE OF REAL ESTATE BETWEEN PACIFIC INDUSTRIAL, Lt C CQUYll AND CITY OF VERNON P'SELLER"1 This Addendum is attached to, and made a part of, the Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate, dated April 2014 between PACIFIC INDUSTRIAL, LLC, a Delaware limited liability company, as Buyer, and the CITY OF VERNON, as Seller (the "Agreement'). For convenience,, all capitalized terms not otherwise defined in this Addendum have the same meaning ascribed to them In the Agreement Furthermore, paragraph references used In this Addendum correspond to the paragraphs set, forth In the Agreement a,], The fee parcels that comprise the Property consist of 8.29 acres. Buyer and Seller have agreed that, concurrent with the Closing of the purchase of.the Property by Buyer, Buyer shall dedicate an additional 6,198 sq. ft. of the Property in two strips (the "Street Dedication') to Seller for the Atlantic Blvd. Bridge over the Los Angeles River Project and the District Blvd, widening project as depicted on that certain ALTAIACSM Land Title Survey dated February 4, 2011 prepared for Seller by Mallenhauer Group and that the City shall accept such Street Dedication, The Purchase Price is reflective of this reduction In square footage of the Property. The "net' area of the Property that will be retained by Buyer after the Closing and the Street Dedication consists of 8.29 acres and results in the Purchase Price of $7,992,436. Buyer, at no cost to Buyer other than its own legal and surveyors fees, and Seller will execute such additional documents or Instruments as are necessary or appropriate and mutually agreed upon as to substance, to accomplish the Street Dedication by Buyer and Its acceptance by Seller concurrently with the Closing, Including, without limitation, grant deeds for those portions of the Property being dedicated to the City (the "Street Dedication Documents"). 2_3 Buyer hereby acknowledges that a portion of the fence providing security for the Property is currently leased by Seller. Such leased portion of the fence is not an Improvement and will not be transferred to Buyer with the Property. Buyer further acknowledges that Seller intends to terminate the lease in connection with the Closing and that the fence will be removed from the Property unless Buyer arranges with the lessor to take over the lease. The Property also includes, at no additional cost to Buyer, all aggregate, road bass and fill dirt currently located on the Property, all intangible personal property related to or arising out of the ownership of the Property, including, without limitation, all development entitlements and similar rights of use or development, if any, and all easements, rights of way and other appurtenances to the Property, together with any right, title and interest of Seller In and to adjacent streets, alleys or rights of way. Buyer shall be permitted to review Seller's Building Department files relating to the Property and make copies of all licenses, permits, blueprints, plane, specifications, maps and drawings, If any, contained therein during regular Building Department business hours both prior to and following the Closing. Seller will execute such additional documents or Instruments as are reasonably necessary or appropriate to convey any aspect of the Property, Including, without limitation; a bill of sale for any items deemed to be personal property. §a Notwithstanding the foregoing, Buyees.only obligations hereunder will be with respect to items related to the Property generally, and not to Buyer or Buyer's businesses specifically. All documents to be so delivered shall be without representation or warranty. 8.1 All periods of time referred to In this Agreement are calculated by excluding the first day and Including the lest day and shall include all Saturdays, Sundays and holidays (national, State of California and local), except when It is the last day of a given period, in which event it shall be excluded. MIMI a Seller has disclosed to Buyer that certain Hazardous Substances are known to have been used previously at the Property and that additional environmental remediation of the Property will be required. The California Department of Toxic Substances Control ("DTSC") has asserted jurisdiction as lead regulatory agency and is overseeing the required remedlatlon. Seller has agreed to conduct such further investigations as necessary with respect to such environmental remedlation and has agreed that, if Buyer acquires the Property, Seller will complete any additional environmental remediation required at the Property under applicable Federal, state or WESM45592754 4 a�i local law at Its expense. Notwithstanding the foregoing, the parties hereby agree to the following for matters relating to the Service 011 Property (as defined below): 1�,: Property Remedlation Regarding Service Oil J1 The owner ("Adiecent owner") of the property at 5122 Atlantic Boulevard, commonly known as the Service Oil property (the "Service Oil Prooertv"), which is adjacent to the Property but across Atlantic Boulevard from the Property, has been remediating certain petroleum -related Hazardous Substances (the "Service Oil Hazardous Substances") at, on, under and near the Service Oil Property pursuant to a local oversight voluntary cleanup order agreement between Adjacent Owner and the City of Vernon Environmental Health Department ("CvVEHD"), dated June 7, 2007 (the "Cleanup Order') (attached hereto as Exhibit 8 , JIU Certain Service Oil Hazardous Substances have migrated or are believed to have migrated onto the Property from the Service Oil Properly (the "On Prooerty ServicfiOil Hazardous Substances"). As of the date hereof, Seiler has Informed Buyer that it currently believes It likely that the On Property Service Oil Hazardous Substances may be remedlated via locations off of the Property. Seller agrees that at Closing the amount of Two Hundred Thousand Dollars ($200,000.00) (the 'Holdback Amount') shall be withheld from the Purchase Price by Escrow Holder pursuant to the Holdback Escrow Instructions attached hereto as Exhibit C ("Holdbac Escrow Instructions') and that, pursuant to the Holdback Escrow instructions, the Holdback Amount shall be used only for actual out of pocket costs and expenses invoiced to Seller In the event that Seller, or its successors or assigns, becomes obligated to remediate the On Property Service Oil Hazardous Substances (the "aft Pronegy Service Oil Remedlation") pursuant to this subparagraph, which costs and expenses shall be limited to third party consultants' fees, and costs and expenses arising from or related to remedlation, Investigation, mitigation, monitoring, maintenance, operation, testing andinspections, laboratory analyses, and the preparation of reports, arising from, the On Property Service Oil Remediation ail as more particularly described in the Holdback Escrow Instructions (the "On Property Service Oti Remedlation Costs"). In the event that at any time prior to the two (2) year anniversary of the Closing, either Adjacent Owner or Adjacent Owner's transferee or assignee falls to diligently proceed with the On Property Service Oil Remedlation or any other remedlation of Service Oil Hazardous Substances required by applicable law In a manner consistent with Applicable Law, Seller shall conduct the On Property Service Oil Remedlation in accordance with the terms of this subparagraph, the Cleanup Order and all applicable laws, regulations and rules, Seller's obligation to conduct any On Property Service Oil Remetliation work shall expire upon the earliest to occur of.. (i) the Issuance of the Service Oil NFA (as defined hereafter), (11) the two (2) year anniversary of the Closing (assuming Seller's obligation to commence such work has not theretofore commenced) or (ill) the Holdback Amount has been expended ('Service I Re�.�m�/edietion_ Exoir tp ion"). "Service Qil NFA" shall mean collectively, one or more letters of "no further action" (ORB"), or other written confirmation that no further action will be required with respect to the subject Property, Issued by either the CVEHD or the DTSC as applicable, Indicating that the On Property Service Oil Remedlation has been conducted and completed in accordance with all applicable requirements of the CVEHD and/or DTSC. The Service Oil NFA may contain dead restrictions or conditions such as use restrictions and/or engineering, maintenance, monitoring, recordkesping or reporting. requirements with respect to the Service Oil Property. Upon the occurrence of the Service Oil Remediatlon Expiration, Seller shall have no further responsibility for Service Oil Hazardous Substances. Notwithstanding any other provision of this Agreement to the contrary, in no event shall Seller, or Its successors or assigns, be responsible for any On Property Service Oil Remetliation Costs (or any costs or expenses arising from other remedlation of Service Oil Hazardous Substances required by applicable law) In an amount greater than the Holdback Amount, which amount is withheld by Escrow Holder, as described above. By this agreement, Buyer assumes no obligation for remediation of any Service Oil Hazardous Substances not on the Property. fri Al the Closing, the parties shall execute the Holdback Escrow Instructions in substantially the form attached hereto as Exhibit and made a part hereof. . Jiv) Notwithstanding anything in the Agreement or this Addendum to the contrary, this subparagraph (b) shall survive the Closing until the Service Oil Remetliation Expiration. In the event that upon the Service Oil Remetliation Expiration there is a remaining, balance of the Holdback Amount then held by Escrow Holder, the remaining balance shall be remitted back to Seller. WESTa45592754.4 2 /00p/ r, ProperL Remediation R2asrdina Non Servjce Qjj Matters. As of the date hereof, Seller has conducted certain environmental remedlation work on the Property (the "Qorn f0 P o r Remediation Work") set forth In the remediation work plan prepared by PIC Environmental Services, dated May 17, 2012, attached as Exhibit D to this Addendum (the "Completed Remedlation Work Plan"). Seller shelf remain obligated to perform all necessary work and take all necessary actions to obtain the Soil NFA (defined below) (the "Property Remediation Work"). Seller shall be solely responsible for the costs and expenses of conducting the Completed Property Remediation Work and the Property Remedlation Work, JU. Sellers obligation to perform the Property Remediation Work with regards to soil shall expire upon the Issuance of the Soil NFA ('UI1JVs te�latlon_Completion Obligation"). "Soil NFA" shall mean, collectively, one or more letters of "no further action" ("NFA') or other written confirmation that no further action will be required with respect to the subject Property as it relates to soil conditions, issued by the CVEHD, the California Department of Toxic Substances Control (the "OTSC , which such defined term shall include any successor agency thereof) and any other necessary governmental authority, Indicating that the Property Remedlation Work Is complete to the satisfaction of all such governmental authorities, Buyer shall be obligated to accept the Soil NFA if it Is either (x) without condition (excluding minor cap maintenance, such as landscaping or pavement patching, or recordkeeping, Inspection or reporting requirements), or (y) conditioned solely upon a covenant to Install and maintain a vapor barrier under the to be constructed building pad (excluding minor cap maintenance, such as landscaping or pavement patching, or recordkeeping, inspection or reporting requirements), Completion of the Property Remediation Work and Issuance of the Soil NFA are conditions to Closing. It Seller shall use good faith commercially reasonable efforts to cause the completion of the Property Remedlation Work and Issuance of the Sol[ NFA by July 1, 2014. If the completion of the same In accordance with the terms hereof have not occurred on or before such date, then Buyer shall have the option to be exercised on or before such date to either (x) terminate the Agreement and this Addendum and receive a complete and Immediate refund of the Deposit, or (y) extend the Closing Date for a period not to exceed 180 days to allow Seller enough time to satisfy such contingencies, or (z) waive in writing such conditions and proceed to Closing. The Closing Date shall be fifteen (15) days after the latest to occur of the above conditions or Buyer's written waiver of such conditions, as applicable. If Buyer fails to give such notice of its election on or before such date, Seller shall have the right to terminate the Agreement and this Addendum at any time on or before the 15th day thereafter. (jy,) Notwithstanding anything to the contrary in the Purchase Agreement, It shall be a condition to closing for the benefit of Buyer that Buyer shall obtain a site -specific Pollution Legal Liability (PILL) insurance policy covering the costs and expenses for Investigation, testing, monitoring, clean-up and remedlation, bodily injury and property damage arising from requirements under environmental laws, including federal, state, or local statutes, rules, regulations, ordinances, orders, or directives, and all amendments thereto, or arising from third party claims in connection with Hazardous Substance Conditions on, under or migrating from or to the Property In form and substance and on terms and conditions reasonably acceptable to Buyer, including terms with respect to policy limits, scope of coverage, deductibles, exclusions, length of term and amount of premium a. Groundwater NFA As further part of Seller's post closing obligations, Seller shall use its beat efforts to on or before December 31, 2015 perform such work and take such actions to obtain a Groundwater NFA. "Groundwater NFA" shall mean, collectively, one or more letters of "no further action" ("NNFg") or other written confirmation that no further action will be required with respect to the subject Property as it relates to groundwater conditions, Issued by the DTSC and any other necessary governmental authority, Indicating that any required remedlatlon relating to water conditions on the Property Is complete to the satisfaction of all such governmental authorities. f. Except with respect to fraud and misrepresentation by Seller, and subject to Seller performing its obligations hereunder, Buyer waives any and all statutory contribution against the Seller in connection with Service Oil Hazardous Substances, On Property Service Oil Hazardous Substances and Non Service Oil Hazardous Substances. Notwithstanding the foregoing, at Closing, Seller shall provide to Buyer an Indemnity against certain matters in, the form of Exhibit E. WESM45592754.4 3 - w' Such Other Agreements shall include, without limitation: any surveys in Seller's possession or control, environmental reports and studies, soils reports and other documentation relating to the physical condition of the Property; all licenses and permits relating to the Property; a schedule of all warranties and service contracts, and copies of all items listed thereon; any and.all notices, correspondence or other instruments indicating any non- compliance of the Property with applicable law; any site plans or development plans; and all. other written agreements or notices in Seller's possession that may affect the Property following the Closing. 10.2fa1 The grant deed shall not show on the face thereof the documentary transfer tax, but shall be accompanied by a separate document In form and substance satisfactory to the County Recorder setting forth the amount of the documentary tax. 10;3 Buyer shall also deliver to Seller through Escrow the Street Dedication Documents. LZXM From and after the date hereof until Closing, Seller further covenants and agrees that It shall (1) maintain the Property in Its present condition in accordance with all applicable laws, ordinances, rules and regulations affecting the Property and (ii) maintain in affect all insurance policies carded by Seller with respect to the Properly and in effect as of the Date of Agreement. 14. Notwithstanding the foregoing, except as provided In this Agreement, Buyer shall have no liability or indemnity obligation for diminution in the value of the Property and clean-up, remedlation or containment costs, or any other loss, liability or expense that may result from the discovery or presence of any Hazardous Substance on or about the Properly. ZS Buyer's Development. Prior to the receipt by Buyer of a certificate of occupancy, if any, for the Property, Seller shall repair or cause to be repaired, at Seller's sole cost, that portion of District Boulevard in the area of the railroad crossing, as more particularly indicated on Schedule A attached hereto, In a manner consistent with newly replaced and or repaired railroad crossings In the City of Vernon. Buyer shall be obligated, at its sole cost and expense. to complete the off -site Improvements set forth on Exhibit A attached hereto (the "Buyer's Offsite ork"), In compliance with the permitting process of the Community Services Department of Seller and with any and all other agencies and quasi governmental agencies and In compliance with all other applicable legal requirements prior to the receipt by Buyer of a certificate of occupancy for the Property. When Buyer pulls permits for the construction of the off -site Improvements, Buyer shall obtain a bond for the performance of Buyer's Offsite Work, satisfactory to Seller in Its reasonable discretion, for the benefit of Seller or such municipal organization as Seller may designate, in the amount of Five Hundred Thirty One Thousand Four Hundred Thirty and 25/100 Dollars ($531,430.25). Other than Buyer's Offsite Work, Buyer shall not be responsible to perform, Incur any expense for, or contribute funds to, the widening of Atlantic Boulevard in connection with Buyer's development and use of the Property; provided, however, Buyer shall be obligated to pay any general levy, tax or assessment or other payment otherwise applicable to Buyer and other similar property owners as taxpayers In the City of Vernon. This Section 26 shall survive the Closing. 25. )ndeoendent Contract Consideration. Contemporaneously with the execution and delivery of this Agreement, Buyer has delivered to Seller, and Seller hereby acknowledges the receipt of, a check In the amount of One Hundred and 001100 Dollars ($100.00) ("Independent Contract Consideration"), whichmount the parties bargained for and agreed to as consideration for Buyer's right to inspect and purchase the iTroperty pursuant to this Agreement and for Seller's execution, delivery, and performance of this Agreement. The Independent Contract Consideration Is In addition to and Independent of any other consideration or payment provided in this Agreement, is non-refundable, is fully earned and shall be retained by Seller notwithstanding any other provision of this Agreement. WESM4e592754.4 4 yt� "BUYER" PACIFIC INDUSTRIAL, LLC, a Delaware limited liability company - CI�// By: f�LG-- Its Authorized Signatory "SELLER" CITY OF VERNON By: Name: W. Michael McCormick Title: Mayor ATTEST: Ana Barcia, bap4 Cil C erk APPROVED AS TO FORM: Swit E. Porlef, Deputy Cil Attorney wsSTnzassvnsn.a g Nam! SCHEDULE A SCHEDULE A Attached. OHSUSA:752169776.7 427972 EXHIBIT A Ammned. I4iM�sztsansa a2�n797-r-z p((ppp�•�iiii yq n a i w+mum nyyA R � �3 'n i av Nsav rcolw '� R Wp a I M 1 � �N> a m O 5 Iwsr�wraiO 1 ell+u/+l alawr www�0 � � g UNO YYY I1 � aZ8a Z wlwlrsmwvap anu msM aA R W i R W I I I 3 m Z O i V ffi p Sry— I I ~ ' n L 81Sil�t$� ' YIr V.IA wMOY I I' Vw xr s rl waw 1 1 �{ � suifmi8 Imwue � 1 O1 I + wWYwLC iI 1 ofsa N LL- awa Imx evwa+elnulg i wlww srw rrao GIs mwnwp 1 aasiyl u�val � aaWln swa wn.l0 1 i �: I tl � ^mlr�rsa I _ QaiB I i �L wlwsnl m0 i A wn.i.n m �+i m'uiw B yy� ' wwww vw wwuRs p„ �� II; i ww wuAl lIl ow u �t II pp d - II LU L_ Y' > WIC I ppppppI -- �i� I' '+ I' 'rd DN, a- wW p • I t +1+1--l1�I O µ II nwln I 1 I I 1 II 1I AFI pI I N I AMM I ' I III i I .wl I tx.Y. vsu• I I I �' I I sr wvw vu www a I, i II �I /WIAIw AM 111 , wwwW � I I I 1 I 1 I ' II , OAN w1p.N 1 wv.w � wo ww EXHIBIT B Adeched, f1 9s1168776.3 42797-2 July 9,2QI2.: To: TAOMtOrOssberg Rom: Linda T.ohVsbfj Rb' 1122 AIIA40 I310198VAcerOil SitiOpilate (owner is Krystal triterprises) FrOYMIvIrOlOU011tal, file, i's P9TtOrMfII$ VVW69ttai tion and-1616609 at the site to Wove peir6leurn-hydrocat6onsftom soil and. jmuni[watfar, As of its May 2S, !M-I-Arst qp report, Vft - ftt�& that 3,282 pounds of .51noe.the- gtart,dp of the jYsWt:hT&jriAry 2669 &.,Yk lldpofige for system/AQV,P. **tivn-OWOleffbits), dinvAt 116,Wpouads ofhydimrbons heve bedhldfttMYdd, The by8tft operu".aObut 90%.Of fttime with Periodic -shutdowns for Maintenance; About 19.5,86116WW free.piloduct has b6mfemoved curnulativoly from all of the wells s(uatter.(,ltinte}i 2012). 9ipce �tttre, 2001t; about 65 gallons of free product have bean removed. Xpogl#b skiftimer, was InqtAiled ift K.,W-2. in Aditiary 2012. MWa2 continues to bethew411.X.onslIQ) tha6gcj668 to showmeawable quantities of free prodtot. -0thO 0# 4W VVIIS (MW-4%- V01,4i W2-Bi V193-'O.Ohd V24-)B.): hoe 01thev no deMctdcvmPgftab]&W=Vable'-hY&bfdairbolm.or�hatextroineI y f6W.que atities of " , , k bYd!viWbOnAjAv4eIn(- Ofrvite,�volls'(MW4,WS And M*-6) tfiataiv located south and southwest bfilva ;irqpejjy ttjthe SVE System and Freyis reporting NO, fiv-poo&et in these wells Sine; early D�cambex.201 - forlamiary. 2012. Frey. plans to contintle, O/m of the Vtt sy"ft, continue Io taivicive fted Product, coriduet 4 historical survey of 9=011oft . proper ties.to determine any impsa to the site fiom off- sit0sources, r9;urveY'ft-weHs-and report Ol.ideit: arobridwater flow dircqtion and gradient. In 2011, subsuribca, soil ftmpl% Were ebtainedvthe west end of the propetty as part of CRY'PlAnned *6.ot Widaning-effW. Movated ooneentrations-of gasoline and diesel Were rOofW at,3 5 %OUIOW Irbubd imn*oo, Fivy was rhado lv&tt of these results. In Juve-2007, KijdW Was.teirt ji.rph#jw, Gloerstgm letw (attached) by VH90;ie06ing xrya4s site and oondit6u. Oath t , he RWQCB-Adi.4,DT&-C WM"4800t 09PIO OA)fie ld(a-:mvl.(gd not oblvd,to localoversight. vs-O"ind0`(11S - it;**-QU was to.havesubmi*. agm 9 apd`f6pavb AM to VOfnor6bo=mvfify-Nrvices Dkwtr�eAt site remains unpavtd. appi-OW. 10 CITY CbUNCiL LbbNtS C MALIWVXC Huy& THOMASA, UARRA kkM yn-thm tWM. "BXyV DAVIS coutwman H. "LARRYVWNZALM Cmierllia, W. MrOfAat WCORMICK Caundimnn Juns7,2007 4BQq.gentm 6eA6enda; VBiinaii(,.B�Ilfofnlq.JlN158 wleplt5ne WI 034011 lllKVIIit) mgmt 9F.40W REPARVM19KT Vpmrdcg- Bs0•aoyilla, Keyatei Bntet*O% LLC 1.050 B, Angolaao.,Avo, Bmbank CA 9130;.) Sub)eot V61udtary CIeanup Agiautuiwt •- LoM Ovoraight 5122 Admnflo Blvd..,1Olnon CA 90040 De ik*. Bomuilla: In response to the lnquesf stated Attlble 4.2 . SoMbris519: 5,19A SMUNUDIZ PdlmChlof MAR$ C. WHFrWORTH- ArtlhW-Pin thief LR,WIS 11 POZZSBaN DltMbr of mnvjmml nta1 Halth 9. IGSVfN�Yji,Sprcj Dhpdor pPCominir ty a®rvicep SHAR©N L DEr WORTH ,"as is to ),(he ongoing soil and lo8wd omltemiueted rCoitu»l BWd audibe roquot, and these To oladfy, this ammaA jha�tllovyln�Sre.Hill.t4Quit'ement8.lor the.aulb)eateite: I. A conrpWte.ci$litt9ption pf,*0 teiOW-must be completed. C'VB ID'lnusUolw A With 00nolueiona derived firoat assossh ows, 2. AarOrlt:plaitt flat;tYe>auti1t11t%od.t0,and amovedbyrCY6HDp, to any asBasemalt s9ogE►��ttg pad.t ii�Ht?itloll aotivlg p an•orolYthe site, loot0o4owd $122 AtWtio MY& POP 2 d3, 9 COPQWWIWPB.P. 03MoMmOtpemit obAdnedfrom Oo City of V4 VM'".00 abs DebbMWIL 4.. tot; Thb000lmi-tip goali W"d"Oftor d1i the Trw.cvbND irgtially expapts; 411.0,0dwinalits ii(��Ved &. t1telowiaminated' 91(o, but Will' list Of'Ol down the list tO -11 leA0046*676f only after itis dowfiiined that a Wgbft. atandard,caMot &Wbly be A00omplished. 7' o.olftn-up standards areT a IX dean -up it) Alto a*ftto bad*undleve1g; C, levalai4dicatoillathe interim 940 4060MOAt O4C.IV4ft.-,GWddVdk, generated by fitaIm Anplov Quality Milrdl 13604, Mi d, POMbAftob Of -a fband Sjk assesard6git.lon thb:ejtc, Wbich -donflnog *t tha`OmO69 o04tiaiwwon d044 UQI pose 4:3. opat-timt1olamm hWdtj* *b-dadwabw Mffi &4fidadmq toqrcho4atiiatmatof 4 Oftok-to. 6edqq'd:ofthe WataintDOW site that 4elitteates, the .11:11 extent :dfftf0QftNmftW0j4 and ft% he d6iwonlyWth the ocinaeat of the 51 upon OW.6411ofirioxy owailelioo of the cleanup goals Indicated above, a "No AUIher.AO#QW, latterwillbe 4"twd to you by cvMW The r0(*emmts stated in'this section-mutbq oomploW. in 4 timoly andvmbnonlike 04sod 01160 two* our `tW apftAent oritetia indicated aboVe, io,* -at 01"p-b *140 ,Y OWwOng 4M*401 samplipowd Rose Ris iftti, 00r,: rocaid i Acwthat I—hn-6144 a e dt plUM 4 kt=4 a .► beyond the. site b.QW*rJvv- uademoath Distrief Bjv& jid well into &pMesoty at sl fq Distdot Blvd.; also chow that thqrelea" may cjjttjijjue 6na gOA 59'22 A . 4vAffpj3jyd. OSV'3 I)f-3- OPWHY Oft" 0049AMOCRK AdditiWO AMORE will be required to do4up idle and 2. Awor-k imk &—tile-adMonal mer"oot 6t ifthedloydo pip' niust be submittedt, Z-VA10 (fitys, for mdQvIw4smvvFj. FailumO oomply w-ft6ovexq6fromonts mayrosultin &Am- resd aotion. pl"Sc & m0fliodiptolquontact Ps if yod.hvc-snyquesions at (323) 583 — 88II Bxt, 288. I 4305 S. Sattif Newton, CAiil Cc: Ed RandN Prey. Savhomeb] Low)@ Pog=bon Dan Down1bg EXHIBIT C EXHIBIT C Exhibit C to the Purchase Agreement Holdback Escrow Instructions TO: Chicago Title Company Escrow No.: 725 S. Figueroa St., Suite 200 Escrow Officer: Los Angeles, CA 90017 Attention: Mike Slinger Telephone: (213) 612-4131 Facsimile: (213) 612.4133 THESE HOLDBACK ESCROW INSTRUCTIONS ("Instructions") are dated as of , 2014, and are entered into by and between the CITY OF VERNON ("Seller's, and PACIFIC INDUSTRIAL, LLC, a Delaware limited liability company ("Buyer"). A. Seller and Buyer entered into that certain Standard Offer, Agreement and Escrow Instructions For Purchase of Real Estate dated for reference purposes 2014 (the "Purchase Agreement"), for the purchase and sale of that certain improved real property located in Vernon, California (the "Property"). Unless otherwise defined in these instructions, initially capitalized terms used herein shall have the same meaning ascribed to them in the Purchase Agreement. B. In connection with the Purchase Agreement, Buyer and Seller have agreed that the amount of Two Hundred Thousand Dollars ($200,000.00) ("Holdback Amount") shall be withheld by Escrow Holder from the Purchase Price at the Closing. NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as between themselves, and hereby instruct Escrow Holder with respect to the Holdback Escrow Account (as hereinafter defined), as follows: 1. Deposit of Funds. Buyer and Seller confirm that Seller has deposited, or will deposit at Closing, the Holdback Funds with Escrow Holder. The Holdback Amount shall be deposited in an escrow account with a financial institution reasonably acceptable to the parties and shall be invested according to reasonably prudent instructions from the parties recognizing preservation of capital as the primary investment obligation. All interest earned shall be accumulated in the account and made available for satisfying Seller's obligations under these Instructions. All costs associated with opening, managing and closing the escrow shall be paid by Seller. 2. Disbursement of Funds. Escrow Holder shall disburse the Holdback Amount from time to time to pay the costs and expenses incurred by Seller, with respect to the On Property Service Oil Remediation (as defined in the Purchase Agreement) within two (2) business days following receipt of copies of invoices evidencing the On Property Service Oil Remediation Costs. Upon Seller notifying Buyer of Service Oil Remediation Expiration (as defined in the Purchase Agreement) Escrow Holder shall, subject to the payment of all WESTV7573110.2 outstanding unpaid invoices, disburse the remaining balance of the Holdback Amount to Seller. Neither Seller,.nor any successor or assign of Seller, shall have any right to withdraw any funds from the escrow account except as specifically provided in these Instructions or as otherwise agreed to by the parties. 3. Notices. Any approval, disapproval, demand, correspondence or other notice (collectively, "notice") which either party may desire to give to the other party or to Escrow Holder must be in writing and shall be deemed to be an adequate and sufficient notice if given in writing and service is made either by (i) personal delivery, in which case the service shall be deemed received the date of such personal delivery; (ii) nationally recognized overnight air courier service, next day delivery, prepaid, in which case the notice shall be deemed to have been received one (1) business day following delivery to such nationally recognized overnight air courier service; or (iii) at the time of being sent by electronic mail if delivery thereof is confirmed by sender's receipt of a transmission report, generated by sender's email, which confirms that the email was successfully transmitted in its entirety and provided the email was forwarded prior to 5:00 p.m. prevailing Pacific Time, and the next business day if sent after 5:00 p.m.; or (iv) if sent by facsimile transmission, the date transmitted to the person to receive such notice if sent by 5:00 p.m, prevailing Pacific Time and the next business day if sent after 5:00 p.m., provided that there is evidence of such transmission printed by the sending machine, and to the following addresses, or at any other address as the parties may later designate: To Buyer: 6272 E. Pacific Coast Highway, Suite E Long Beach, California 90803 Attn: Neil Mishurda Telephone: 949-427-1398 Email: neihn@pac-industrial.com Copy to: DLA Piper LLP (US) Attention: Craig B. Anderson, Esq. 1717 Main Street, Suite 4600 Dallas, Texas 75201 Telephone: 214-743-4503 Email: craig.anderson@dlapiper.com To Seller: The City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Administrator Tel: (323) 583-8811 Fax: (323) 826-1422 Email: mwhitworth@ci.vemon.ca.us WES11247573110.2 Copy to: The City of Vernon City Attorney 4305 Santa Fe Avenue Vernon, CA 90058 Telephone: (323) 583-8811 If any such notice is not received or cannot be delivered due to a change in the address of the receiving party of which notice was not previously given to the sending party or due to a refusal to accept by the receiving party, such notice shall be effective on the date delivery is attempted. Any notice under this Agreement may be given on behalf of a party by the attorney for that ply. 4• Escrow Holdgrls Duties and Obligations. Seller and Buyer hereby agree to execute such supplemental escrow instructions as Escrow Holder may reasonably require for the purpose of carrying out the provisions of these Instructions. In the event of any conflict or inconsistency between the provisions of Escrow Holder's general provisions or any supplemental escrow instructions requested by Escrow Holder, and the provisions of these Instructions and the Purchase Agreement, the provisions of these Instructions and the Purchase Agreement shall control as to the rights and obligations of Seller and Buyer with respect to each other, but Escrow Holder's general provisions and the supplemental escrow instructions requested by Escrow Holder and signed by Seller and Buyer shall control as to the duties and obligations of Escrow Holder. 5. Provisions of Purchase Agreement. These Instructions are being entered into by Seller and Buyer pursuant to the provisions of the Purchase?Agreement, and all of the provisions of the Purchase Agreement are incorporated herein by this reference. In the event of any conflict or inconsistency between the provisions of these Instructions and the Purchase Agreement, the rights and obligations of Seller and Buyer shall be determined by the provisions of the Purchase Agreement. 6. Authority/ Counterparts. All parties covenant that they possess all necessary capacity and authority to sign and enter these Instructions. These Instructions may be signed in multiple counterparts and by different parties in separate counterparts. Each counterpart shall be deemed an original and all of them together shall constitute one document, among all, of the parties signing the/counterparts. Signed copies of these Instructions exchanged by facsimile transmission or electronic portable document format (pdf) signatures via email shall be binding as if the same were an original signature. WEST1247573110.2 IN WITNESS WHEREOF, the parties hereto have executed these Instructions as of the date first written above. BUYER: SELLER: PACIFIC INDUSTRIAL, LLC, CITY OF VERNON a Delaware limited liability company By: Name: Title: ESCROW HOLDER APPROVES THE ESCROW PROVISIONS AND SPECIFIC INSTRUCTIONS TO ESCROW HOLDER SET FORTH IN THE FOREGOING INSTRUCTIONS AND AGREES TO ACT IN ACCORDANCE THEREWITH. 2014 CHICAGO TITLE COMPANY WEST1247573110.2 By: Name: Title: ATTEST; Ana Barcia, Deputy City Clerk APPROVED AS TO FORM City Attorney EXHIBIT D E)U*Brr o Property Ramwllation Work Plan Attached. 42 7521"776.3 14 02 e-4�. PIC EMV"WNMENTAL SERVICES t A DIVISION OF PETROLEUM INDUSTRY CONSULTANTS, INC. f y 2810 Sierra Way, Le Verne, C fornla 917SO 0 1 r Phone: (909) OW2427 Fax (909) W3.2106 • • Email: eicen verizon.net S=�RVIG�� REMEDIAL ACTION PLAN PREPARED FOR LEONARD GROSSBERG CITY OF VERNON DEPARTMENT OF HEALTH AND ENVIRONMENTAL CONTROL 4309 SANTA FR AVENUE VERNON, CA 90058 CONCERNING XNDUSTRIAL PROPERTY AT 5119.5309 DISTRICT BLVD. VERNON, CA 90058 MAY 17, 2012 PIC INVIRONMENTAL SERVICES 2619 SIERRA WAY LA VRANF, CAWFORNIA 91750 TAOL6 OF CONTENTS Litroduction,......... 0 Geologyand Hydrogeology..............................................................................................................1 RemedialAction Plan ...................................... ............... ................................................................ 2 DISPLAYS Figure1: Site UcatioilTopograpbieMap Figure2; SiteSketohMap Figure 3: Regional Groundwater Map Figure 4: Aetial Photo Figure5: Area of Residual Metal Impacted Soil-8/2011 Figure 6: Area of Residual Elevated TCE in Soil Gas — 812011 Figure 7: Area of.Residual Elevated PCE in Soil Gas—8/2011 Figure 8: FCE=E in Soil Gas—10/2011 Figure 9: PCEITCE in Soil—10/2011 Figure 10; PCE=E in Groundwater-1012011 Figure 11; Well Completion Diagram Table I: HMC Sbil Gas Testing Results - 2011 Table 11: HMC Soil Testing Results (Metals) -2011 Table III: HMC Soil Testing Results (VOCs)— 2011 Table IV: HMC Groundwater Testing Results - 2011 Appendix A: Regulatory Correspondence Appendix 13: HMC "Phase VPhase II Report" dated September 19, 2011 Appendix C: HMC "Work Plan" and "Addendum" dated September 29, 2011 alai October 5, 2011 Appendix D: HMC "Dale Presentation Report" dated October 20, 2011 Appendix 13: EHD "Human Health Risk Assessment" dated November; 2011 ��raaay� �' i PIC 0MROMMEIV7'ILL SERMCES tL P' r A DIVISION OF PETROLEUM 8119 Sle a Way, Lat Vo ne,TCalNornia 91760RY N7S, INC. IIJJ Pho:(909)593-2427 Fax:(909)693.2105 ♦SdRvn6�� neEmal: o(cany&%ftn.net May 17, 2012 PIC Environmental Services (PIC) was contracted by the Vexmn Health Department to prepare this Remedial Action Plan (RAP) concerning the referenced Vernon properly. This Remodel Action Plan is submitted in response to City of Vernon email correspondence dated May 9, 2012 (copy attached in Appendix A). The purpose of conducting additional onsite remedial action is to satisfy remaining regulatory closure requirements it the subject property, More specifiesily, the property has been subjected to numerous onvironmental investigations and remedial actions aince 1997 (see Appendix B). In August 2011, Phasa I and Phase H Environmental Site Assessments were conducted at the property by Hazard Management Consulting (HMG) on behalf of a prospective purchaser (see Appendix B). Sol] end soil gas testing in the HMC investigation report confirmed the presence of residual, elevated concentrations of shallow metals contaminated soil under the southeastern portion of the site and residual, elevated concentrations of tetrschloroerhane (aka perohloroethene aka PCE) and tr(chloroethene (aka TCE) degreasing solvents under the south-central portion of the site. That -is, hazardous concentrations of barium, lead, and niclael were measured in soil boring SB3 at a depth of five feel. (see Figures 2, 5 and 8). Maximum soil gas coecentrationa of PCE and TCE were measured at 180 and 2t0 ppbillion at locations SC116 and S019, respectively (am Figures 2, 6 and 7). A supplemental Phase 11 Subsurface Investigation was conducted by HMC in October, 2011 (see Appendix D), 'Testing results (iom the Supplemental HMC investigation eortfirmod that a) the lateral and vertical extant of metals contaminated soil was very limited in close proximity to sample location SB3 (see Figures 5 and 8), and b) the source of elevated, residual POE and TCE conoentradims in proximity to boring locations 8016 and 80319 was a fine grained sill/clay layer encountered at a depth of about 30 feet below surface which had entrapped historic releases of solvents, HMC alto determined this 30 feet deep clay layer can act as an ephemeral, squiclude capturing Vansient groundwater in especially wet seasons, Attached tables, maps, end rgort8 document all testing results compiled In 2011 by HMC. In November 2011, a Human Health Risk Assessment (HHRA) was conducted by Environmental Health Decisions (EH,D) on behalf of the City of Vernon Health Dept (ace Appendix 9). The purpose of the HHRA was to determine If contaminant concentrations treasured in 2011 by HMC presented unacceptable health risks relevant to future development/use. Results of the HHRA an included in Appendix Hand are stntimarized below: 1. Elevated concentrations of metals (especially lead) present an unacceptable health risk that requires mitigation (Le, excavation and offaite disposal) prior to site development. 2. Elevated concentrations of volatile organic compounds especially (PCB and TCE) present an unacceptable health risk to potential, future, residential occupants and/or indoor commercial workers without implomenting additional remedial or mitigation measures. Acceptable remedial City of Vernon May 17, 2012 S 119-5309 Dlstriot Blvd. Page 2 Vernon CA Mg actions to succesei illy mitigate health risk concerns include; a) construction of a vapor Intrusion barrier under a new structure proposed in the south-central portion of the property, or b) removal/reduction of PCE, and TCE contaminants in proximity to boring locations SG16 and SG19' Upon review of the MMA conclusions and available remedial actions, the City of Vernon (owner) conducted discussions with a prospective purohaseddeveloper of the subject property concerning acceptable rearedial'aelione. A consensus was reached to Implement the following remedial actions: 1. Excavation and ofiaite disposal of metals comaminsted soil -in proximity to boring location SB3i and 2. Treatment of elevated volatile contaminant concentrations in proximity to boring locations 9016 and SGI9 by soil vaporextrection. Previous and recent coring activities as deep as 60 Peal at die tefuenced property revealed that to an approximate depth of sixty (60) feet below surface, soil consists of gray to brown, fine grained sand, silt and clay. Significant layers of dark gray to brown clay were encountered at depths of 30 to 40 feet in all historic borings. Most importantly,'clay, Bthology at 30 to 40 feet apposite to have prevented deeper vertical migration of petroleum and volatile contaminants. The lithology Is consistent with alluvial deposition within the Los Angeles Flood Plain. The elevation 6f the site is approximately ISO fed above sea level and the rurrouadmg topography elopes to the southeast toward the nearby Los Angela Rives (see Figure 1; Topographic Map).. The groundwater contour map publiabed by the Los Angeles County Department Public Works (LACDPW) Indicate that the Iroglonsl groundwater gradient is wetedy, (see Figure 3). According to Figure 3, the depth to tho first principal groundwater aquifer under the site its about 150 feet below surface (sea level). Groundwater was not encountered daring historic coring operations, which reached a maximum dWh of sixty (60) feet below surthoo. An ephemeral, perched occurrence of groundwater was encountered in 2011 by HMC at a depth of 30 to 34 feet, probably in response to a relatively wet (tainy) soaecn in 2010 and subsequent increased percolation. PIC proposes the following remedial actions to mitigate health risk concerns at the subject property. Metal' CeMaggWMd Sail: PIC proposes excavation and offsite disposal of metals contaminated soil in proximity to boring location SB3 (ace Figures 2, 5 and 8). Concentrations of bariuu, lead, and nickel exceed California statutes regarding hazardous waste, but may qualify as a Non•RCRA waste (federally nonhazardous waste). As a result, PIC anticipates disposal at tither a California Class I landfill or an out- of-ptate landfill depending on. profile testing for soluble (leachable) metal fraction& Because the lateral and vertical extent of metela contaminated soil is known to be limited, PIC anticipates excavation can be successfully achieved with a conventionalbaekhoe. PIC proposes temporary stockpiling of excavated soil on plastic shooting. Termination of soil excavation will be based on confirmation testing results from the bottom and possibly walls of the excavated area as directed by an onsite Vernon Health Department 83929,17 PICFNVIRONMENTAL SERVICaS Blvd. May 17, 2012 Page 3 inspector. That is, confirmation soil samples will be recovered fmm the excavated pit as directed by the Vernon Health Department Inspector. Recovered samples will be analyzed for Total Maeda via EPA Method 6010 at a State Cardflad Laboratory according to standard chain of castody procedures. PIC anticipates. the dimensions of the excavation area will not exceed lo,xlo,x10, deep. If tote, the maximum volume of excavated soil will be 1000 cubic Lent=37 cubic yarda•52+1- tons. Upon successful completion of excavation operationss. PIC recommends backfill and compaction of the excavated pit with noncontaminated fill material. Stockpiled, contaminated soil will be loaded into State -Certified Hazardous Waste tramps% vehicles and convoYod to an approved disposal facility according to manifest Protocol. PIC will prepare a final report signed by a California Professional Geologist documenting al] field operations, testing results, and soil disposal procedures. ' Volatile Otasnit CQmnounda 'Cnntamin.tut SoIll PIC proposes to conduct vapor extraction Operations from three omits recovery wells. Locations of proposed vapor extraction wells are illustrated on Figure 2. Wells will be located at boring locations SGl6, 3019, and at an eastem area protective of potential future iraidential occupants. Each vapor extraction well will be drilled by means of a hollow stem auger drilling rig to a maximum depth of 35 feet Each well will be completed below a depth of twenty fat due to clay lithology and elevated oontamurant concentrations below that depth Each well will be completed with two inch diameter PVC casing Prato total depth to atrtface. Slotted casing will extend from total depth to about 20 feet below surthce. Blank casing above a depth of 20 fed will extend to surface. Annular fill Includes Mostary #3 sand across the slotted interval capped with a bentonite seal and cement at surfbce. Figure 11 provides a proposed well completion diagram. Black PVC casing will be constructed above ground from each recovery well to an outdoor treatment enclosure located near a power pole adjacent to 52W Avenue, Valves will be eonaervoted to evacuate vapors selectively bom each well or jointly from multiple wells, as desired. Ali vapors evacuated from the three recovery wells will be conveyed to Ilse outside treatment enclosure. Vapor extraction equipment will be. electronically powered by acoessing temporary power from a City of Vernon power pole along 5Xd Avenue. Activated carbon will be used to treat (entrap) ME and TCB contaminants In the vapor stream. Treated vapors will be vented to the atmosphere according to South Coast Air Quality Control Management District (SCAQMD) permit requirements. Available equipment will be capable of evacuating up to two hundred (200) cubic feet per minute. Equipment operation ]s .anticipated to be twenty-four (24) hours per day; seven days per week- Autornatic controls will shut down operation if breakthmugh of PCB or TCE contaminants occurs. The radius of Influence, during vapor extraction operations, is expected to be detectable in idle extraction wells using Dwyer Magnehelio gauges. PIC will verify suocessfil pressure drawdowns in idle wells on a regular basis. PIC proposes to recover and analyze influent vapor samples for PCE and TCH contaminant concentrations from each recovery, well on a regular basis. More specifically, PIC proposes weekly influent testing during the first month of operation and twice monthly testing thereafter, Vapor samples will be entrapped in Tedlar bags frora a vapor sampling pint prior to carbon treatment Samples will be analysed by EPA Method 8260B. E3329.17 PIC ENVIRONMENTAL SUVICES City of Vernon 5119.5309 District Blvd. May 17, 2012 Page 4 Analysis of effluent vapors for PCE and TCB contaminants will be conducted according to SCAQMD permit requirements. Vapor extraction operations will be conducted for a minimum of six months. Treatment operations will be suspended once asymptotic (static) PCE and TCE concentrations have been established in analyzed vapor samples. PIC proposes a one week shutdown period prior to conducting a two week rebound treatment period. Weekly vapor testing will be conducted during the rebound period. Monthly reports documenting vapor extraction equipment operation, vapor testing results, etc will be submitted to Vernon Health Department and SCAQMD. Completion Of vapor extraction treatment operations will be initially determined by establishing asymptotic vapor concentrations for volatile contaminants (PCE and TCE). Verification of successful eomplelion. of vapor extraction treatment will be determined by performance of a post-remediatioa soil gas survey and consequent human health risk assessment. PIC antiepatea installation often soil gas probe locations within the south-central portion of the property from which soil gas samples will be recovered and analyzed for volatile contaminants employihi; procedures and protocols comparable to the 2011 M4C Investigations. Sal gas testing results. will be used by it cegfifed toxicologist to calculate it human health risk assessment in a manner comliMble to the November 2011 HHRA. The relative success of vapor extraction treatment operations will be determined by comparing 2011 soil gas tetsing results with post- reme Cation soil gas results. In addition, the pdst remediation soil gas testing results coupled with HERA calculations will determine if construction of if sub slab vapor intrusion barrier undet future structure(s) remains necessary to mitigate potential health risk concerns, PIC will submit a Final Remedial Action Report to document all field operations, testing results, conclusions and recommendations. Vapor extraction wells will be drilled, completed and abandomded according to City and County permit requirments. All proposed operations will be conducted under the supervision of California Professional Geologist, I. Tim Hersch. PIC wlB notify Verrwn Health.Departmout staff during well construction and Initiation of treatment operations. Please advise concerning the acceptability of tlds Remedial Action Plan. Respeotfully submitted, Ethan Hersch Project Manager L Tim Heath California Professional Geologist #4082 President F3529.17 PIC ENVIRONMENTAL URVICES +. - t s ^� `� � !■ � .. /�.� r � � ■ |m 2k / | . � � $ � OF _ i J �• n izolshl; 31 ,tw�A�•,r Environmental I services Scale In Feet North Groundwater Contour Map Cneftt OraWDY: Pro dMonp r. I ProlsOft ON of Vernon I EJH I J. Tim Hersch I E3528 NO LOCOkn. Data: furs; 5119-5309 DisWd Blvd„ Vernon, CA 90056 1 512012 1 3 11 .if .19 • 1d a a •;t ��. j•�g •fit In"'AV iliYYUV Nino. I! | !» � . ■|■| /} � � � ■ � ■#� , ■ | � � � ■ . � � , ■ � :■ ��»� •nnenv of+MVIAV eleoe 11 I 4 -a .a .d .t ®� A - I - I L f ONYAY 01LIYl1Y N1110. TYPICAL WELL DIAORAMMAT(C PROFILE VAPOR EXTRACTION WELL (ROUND SURFACE •�% LOON(NO C A afBpF�MIt fl�AL�` &06 0 16 fiat) 88NT0A17TE B`60.L'� !(from 16 to is foot) CLEAN $*NO / (RAV(L P!{C8 .'("M 18 to - 35 10") j LOOKIN( TRAFFIO DOH 12"' PV013iAk CAAIHO (erOut o to 20 foot) VA .. 7" 90A8NOLi ,MA4 ' ` I .(friar; 30 to 35 teet) {rRKfiTi�!' ENS."C�AJI ' (fas a dodo 35 ;f*qt) FIGURE 11 TZ• d d X Z 2 Z 2 i � 5 R � S � � � d k Z SE Ll Ul 14 i� $' a s a a a• a s off a44 Ea a- b a a a �. HIM ,j u c b _III o u I I > II W ®9 N N rc IllxaaNiii ggacac «ry $Aan $xc s i g i N N N a YI i zx "3111.. .iiiL z gae $ao QQ^ �Qj 8d (8l mat p9 ,�9 flit .° SIP ,� e lot , S ° � k 7 � � •� � . I »- • | • _|■! - ! |I .. � �: 7 ' uimpnv i�l g i i• l 11 l) i I i I I i�j 1H ij 0 i 1 , Y.II..A a F9M r qg p I A I I r"1 I I - 1 I YtlY>•6 X S S � i � x't $ ' IW+IN a J p� ^ 3 £ 1 '2 1 1 2 i i o I I wamwW°YI r I I I 1 I ! I a - - +nyaJ YONw q p- p �I it $� 11 It hi Il 10 N5 "`d •L a All _ A,0§! .■!■R! -_ .' PVw ■■-! ©_ ,■! - l,.,.--■ �-,§�,� _ ,■s, . � - • -_ ,■,., _ | -,,,� . � -- | ■,�;,■ _. ■., ! _- !_■_ | . � I � _- , f,�� ■,■•�, �f „ ■, §| _!!!;, ! A| � � | |||, •| Atilt! TABLE 3- LABORATORY AUTILTSONVOGINSOIL SAlof UtS Sample DI Dab Depth Radonale OCr (W bP) ME - WE AB Others 10 Vertical and latest extant of ND� NDcS NDcS PCEiTCE in SO-16 and 90-19 20 Vertical and laciest examat of ND<3 S ND<3 8 ND<3 S SO-14A 10/10/2011 PC51a In SG-16 and 110-19 30 Varksl and lateral extent oP NDc3'7 ND<3.7 ND<S.T parra In SO-l6 mind S0.19 S Veriest extent of TCE in SO-16 and lateral extent of PCS In SO-19 ND<4 3.1 NDc4 SO-16A IMAM is Vertical clad Ilateral TCEin Q-16and ND<4.3 34 NDc4,3 2$ Vetlial extent of TCE in SO-16 a NDaS IabralexterdofPCEin 19 l0 ND<S Verialextent efPains •ID ;nO-19end tat sr3-1 NDCi3 ND<3.3 NDc3.3 SO-19A 10/LOl2011 20 Vldadaxlent of mSO-19 and S,3 ND<5 - N1X3 �- tateral extent of TCE In 16 30 Vaiai octant of PCE In SO-19 and t i 24 NDc4.2 20 ND<4,2 ND<S NDc4,2 l0 errata edmto S0-22A IO/IO/2011 ND<9,3 ND<3.3 ND<3.3 2D 4reralextantoP SC3�19 30 VtrUgl and 4teral scent of ND<3,9 ND<3.9 ND<3.9 ' MWQC8 Clonnup Gutdolinoe S 5 Various xetR Stnph ID-sawleldtNRmaa, fm by -fat eenw dtpoaadueam was-mixaaaeau pt bilawsm WDd• mdmamabtanmuuulnmahweacabomn blim mymtegxnp ties e-trlahwMAIM tLY • xaaaawrmnysa RWWB Chet tbdr Mm- 'owl WsW0uRIlzYC6nml Baud, Lm An Lm gqm Igmh SRe Amewmal Clamup0miftbad&WM IM q |$ � ■ k | ■ ■ .. . :• .;- !2� § #2� \§ --- #® !|� �§ &. | IL ■! � B � eJIMCA, Pi i PIC M RONNENV AL SE MCE4 � MADMBIONOFPETROLEUMINDUBTRYCONSULTANT%IM. 4+ esa 2819 Share Way. La Varrra, CA 01750 Phone: (909) OW 2a27 Fax (W9) i 3-2105 Emet goarwavedn"at Leonad t3apbsrg Vernon Fledlh DapL ClprdVarrmn 430! Sala FsAvenue Vwra%CAM005S Res. Rems"M Propoaal 6I19— l309 DlaM Mt VemoA CA90058 Fabruaryl4, 2012 PIC Ern vimeneal SINVIOae M Is pleased to submit lra attsehed cast edMab In 0r amount of i204,M b MX W Ild Iwnadlatlon operalbns at the roLrarwed property. As you lames, PC has facllBb redav4bp t d ubJsd propagr ltPle R:s undmtM Cay olVernon hhsds b oon" ar1Wr ad ramadldan'urder die sadh.csrm palet of the ate to fa rim s pendkg reel at" bamaclonand solftersaulatnrydoem More spealk*,The attachedbld Irdendstoreduce rastduef vaWb uxMeda omtpomtds oamedr IMM below SWA end Federal haelh risk aaseesmed MANnes for mrrrraoisVbrdue6lel occ paraa. A000rdlgly, PIC proposes b permt lnatalL operate OW mdWn ad remadldbn equkxmad of rmWW Vdals organbasmaasb by means of vapor wftc n eg *nmt for a mWmum pe od of str moNhs, At ym mquu% PIC has tteratwd oorrdrgM feu to OWW rail ao0ee on a mwft bade. The eMached bid assumes a CMIRaMpedoddtlsesncrill stensddlamidomtd54%Wm PoslromgdWionmdaboonduot a eol Mesbunroy andfisN hadth rlskaeseument ere Included on the aladW eedmab. Rdeadonal a VIM wM be tilled aceotdha b ft ahaohed bld achadtiL The duredon of ft aMteemant is apeftcl b be st least sk mantra. The attached bid does trot hd* teat to caned W a small qua* of nmfele cordanthabd tol Iderdled at in sordhmat pordan of the sul*mt pmWV.. I'M bid proWas far use otromadlation equWord skady perndaed under a Sash Coast Alr Owft MW%W4 nt DbMet Velour LccWk s P wd. As s nradL mmsdMm can bo$n as sosn as o work plan Is approved and dty pam*g to owtptebd. Finally, the bld assumes aaossss to dty of Vernon deotbd power. As such, the oast of abtlded power used to operate remedWSon agWlxnatt Is not Included. • Pape 2 FOWUary 14, 2012 N He proposal Is spp vvW, PIC reoommende elther kwanea of a new paohaes afar oreuthmballon ota dwgp wkwb purohaes ceder No. 01IMM708. Thank ywlortlmsppoMnlytoaftltd*MpomL PlsanaMwNyouhamgAs*m. ANadimads Ra6pacWliyauhmAkjd, J.ThnHash z�oiAl CdNemlaProfm0 #= Preekiem J. TIM HEWH #40W 4r.41RQ/y4 P PI C 'Belwvlo6° PIC BID SCHEDULE PIC SERVICES A OMSION OF PEI'RMALIM MIDUliM CONSULTANTS, M. 2810 SWm Way, la Verne, CA 81760 Rom (BOB) 698.2427 Fax (M) SM106 Emd- ploenv®vedmnnet Leamdamwm VammEwkw"wlH*oDept 4305 Bade Fa Mane Vaam, CAe006s Brquofwodk Of FeMary 14, 2012 Pfcdolw E362947 00O RW A Mm I kudl oft 61146306 D1BMMid. Vwm.CAaaoee c. PrapmandsL&dRemadlelArtlonPon. ObEW MpwWto 4AW. P. A**VsbiNLaaalbnaAkGbrOyPamllhrYeYmarrtuMtSub twMbftm MOM Ifl. PandtdcB.sndMWNMwvspaw&myw^amhbadl*013004*6 2m. I7,600aechxs IV. kowPVccolm*rpftftmaanoewwdvtoeannwnua 4,00D. V. P.<*Wco*adafsaabkuWmMultwdamnKbbmtodlysuppledp wrpokb 12.60M Pesargaermtwa—MayroOu mwlefameral nmamd VI, 14,000. mamledao*adbn aqupnaMceokbe9slmnWuatend romaVafanw wcbslaa. IndldeelnMd eeohen pardwa. VII. Mwo*mBatbwtary wm*adlonMUM udomveeeebG$50OWmmfix4 MAN, VIII. FM eodMMwd mdermWie WPWAWW@ak*OSW% 14ft Wpomut eom- hdwaw naL �� mebcaOeoaOma�4081WxOfAeyx80 p(Am"m or My" agaq 0L Lalgrebly%AVAwbrWW,h6 tand0mlvaparteWV0fPCEWwA*W;0mQ 4,600. $lfiw nbx336++F X CoAmnmiWm0RaemmtwAdl4x=lONMOV Mlm"xl 7.tc00. �. amloomcanWl SwAow®S11WMx180 18,600. Poa�aetnxnaBanent . MmftADMDmM tg pdwm altpwwdon xll. WdlebendoMlmtaoddwo m unmet 8,600. 6110—OMDbhA BWAL Fe" K2012 vamon, CJtmod9 Page 2 13 CondutPosF�nmedlatlonaaA Oacauveyand hBeOh dekaaeeaamant Q S toeoo. 15,000. ftN*MN16yL'�O��i yE��yO��.tl�k10ehnltgWMm Aamatr/bmomw"reI IN y1.eiqyle�l a 1lwftmr lfmfmueshmftw mdmwbonvewebQ1SM*mnthx3 15,1000. b. Mdowbgfdtomodbfvapasmde*dphrdepmavm4k{1omifta20 20,000. a LabadtayUmapbetQsinhMoxlt 11800. d. Cabo esdaarnpla[ahrntaaddb=wlk*T pb.l~Xl 71500. a "dakdcwnmepfmo$lloAtmfaod 51500. Mrmtammt IIIaMhUmpe�W 7hmmMooftOwdnptmWTdW $49,800. Reepadllly8ute�led; m, xj pptmb Oeobplkde082 Praddert Agreed&Aompbd PdntN me t�62o.1e; PIC ENVIRONMENTAL -SERVICES WOHMC HAYAR� MANAG>aMENTCON8ULT1N6 211 WESTAVENuA CoiwoaA Suite 200 SAN CLEMENM CA 92672 BIII To 3010 Old Ranch Parkway #1470 Seal Beach. CA 90740 Invoice IInvoice uo. 09/20/11 911049 EXHIBIT E INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this "Indemnity") is made and entered into as of the _ day of 2014, by and between the CITY OF VERNON, a municipal corporation ("Seller') and PACIFIC INDUSTRIAL, LLC, a Delaware limited liability company, its successors and assigns ("Buyer"). RECITALS A. Seller and Buyer are parties to that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated for reference purposes only March _, 2014, as amended from time to time (the "PSA"), Pursuant to the PSA, Seller has offered to sell, and Buyer has offered to purchase, real property commonly known as 5119, 5201, and 5241 District Boulevard and 4601 East 52nd Drive, Vernon, California (collectively, the "Property"). B. Seller has completed certain remediatlon work on the Property as set forth In.the PIC Environmental Services work plan (the "Work Plan") dated May 17, 2012 (referred to in the PSA as the "Property Remediation Work"). Prior to the date fee title to the Property was transferred to Buyer (the "Closing"), Seller has performed the Property Remediation Work and has obtained the Soli NFA (as that term is defined in the PSA). On and after the Closing Seller shall have no further obligations with respect to the soils on, in or under the Property. provided that the Soil NFA did not include any post closure obligations or monitoring requirements which post -closing obligations and/or monitoring requirements shall be the obligation of Seller at its sole cost and expense. It Is understood that Buyer will agree to recording a dead restriction limiting future use to commercial and Industrial uses and such recording will not be considered a post -closing obligation. C. Prior Investigations have Identified ground water problems on the Property, from both historic site operations and resulting from a release at the adjacent Service Oil Property (as defined in the Work Plan). D. The California Department of Toxic Substances Control ("DTSC") has asserted jurisdiction over the Property and all remedial activities on the Property with respect to both soils and ground water, as of the Closing DTSC has directed the Seller to further Investigate groundwater and has created an Operable Unit (OU3) that may include further obligations with respect to the groundwater, E. As of the Closing, Seller has obtained a Scheduled Location Pollution Liability Policy (the "Environmental Insurance Policy") Insuring Seller as the named insured and Buyer as an additional insured. The Environmental Insurance Policy is attached hereto as Exhibit A. Capitalized terms when used herein shall have the meanings ascribed to them in the Environmental Insurance Policy unless expressly defined otherwise herein. F. Pursuant to Subsection 9.1(c)f, of the Addendum to the PSA, Seller agreed to provide Buyer with an. indemnity against certain matters related to the ground Vemm - Pacific Ind.81dal Inaamnlly Final 040814 water in and under the Property, and this Indemnity is entered into pursuant to that Subsection. NOW THEREFORE, for good and sufficient consideration, Buyer and Seller hereby agree as follows; 1. Term. This Indemnity shall become effective as of the date hereof, and shall terminate on the later of (a) the tenth (10th) anniversary after the date hereof; or (b) the date that DTSC (or its designee) Issues a letter of "no further action" or other written confirmation in form as provided below at Section 3 that no further action will be required with respect to the ground water In or under the Property, which the Seller agrees it shall use its best efforts to promptly obtain (the "Term"). 2. Seller Indemnity of Buyer. Upon and after the date hereof. Seller shall Indemnify, hold harmless and defend the Buyer (and its successors, assigns, agents, affiliates, owners, members and employees) from and against any and all, loss, damage, expense, third party claims Including property damage and Impacts to health, and Business Interruption Costs, resulting from the presence of chlorinated solvents and other hazardous materials In ground water in and under the Property; provided however that Seller shall have no Indemnity obligation under this Indemnity for any such claims for loss or Business Interruption Costs due to hazardous materials placed on, in or under the Property after the date hereof by persons other than Seller, or from any such claims for loss or Business Interruption Costs arising solely from the acts or failure to act of Buyer; and provided further, the Buyer shall be responsible to pay the first One Hundred Thousand Dollars ($100,000) (the "Deductible") of such Claims. Buyer may, at any time during the Term, elect to waive Its rights. under this Section 2. Costs or expenses related to the ongoing investigation or remediation of groundwater, as may be required by DTSC, shall not be considered a claim expense subject to the Deductible referenced above. 3. Other Costs to be Paid by Seller. In addition to the indemnity obligations of Seller set forth at Section 2', Seller shall be responsible (a) to pay the costs of all premiums payable under the Environmental Insurance Policy Seller will obtain; and (b) to respond to all'directives and remedial requirements as imposed by the DTSC Including all costs to investigate, monitor and remediate if and as required by DTSC or Its designee during the Term (Including without limitation Installing ground water monitoring systems on the Property if and as required by DTSC or its designee and monitoring the ground water wells, if any are installed). Seller shall discharge these duties in a commercially reasonable manner and take all actions reasonably necessary to obtain a No Further Action letter from the DTSC for the groundwater conditions. Seller shall request DTSC to provide Its proposed form of NFA letter prior to Its execution and delivery by DTSC (the "Draft NFA Letter"). Seller shall deliver the Draft NFA Letter to Buyer with a request that Buyer propose such modifications, if any, Buyer considers to be reasonable and appropriate under the circumstances. Seller, and at Buyer's election, Buyer shall negotiate with DTSC to obtain a final form of NFA Letter which Includes Buyer's requested revisions. An NFA letter shall be considered final If and when, (y) DTSC has considered and responded to Seller's and Buyer's proposed modifications to the Draft NFA Letter, and (z) no further actions of any kind, including Vernon • Pacific Industrial indemnity Final 040014 monitoring, are required by the DTS.C. Buyer shall cooperate at no cost to Buyer (except as may be required to pay the Deductible), as reasonably required by Seller to enable Seller to perform its obligations, if any, under clause (b) of this Section. At the completion of the required investigation and/or remediation, Seller shall be responsible to remove all equipment and materials brought onto the Site and abandon all monitoring wells installed, all at Seller's expense. 4. Maximum Liability. In no event shall Seller's liability hereunder exceed Twenty Million Dollars ($20,000,000) in the aggregate. 5. Notice of Claims. Buyer agrees to immediately notify Seller in writing if it or any of Its employees, officers or agents, becomes aware of any Claims arising in connection with the ground water in or under the Property. All notices shall be by personal delivery or receipted mail; addresses for notice are set forth at Exhibit B. 6. Binding on Seller; California Law. This Indemnity shall be binding upon Seller during the Term and inure to the benefit of the Buyer and its successors and assigns, and shall benefit future owners of a fee interest in the Property during the Term. This Indemnity shall be governed under the laws of the State of California, and shall be construed in accordance with and governed by the laws of said State, except to the extent that any of such laws may now or hereafter be preempted by Federal law. 7. Amendment. This Indemnity may not be modified, amended, revised, revoked, terminated, changed or varied in any way whatsoever except by the express terms of a writing duly executed by the Buyer and Seller. [SIGNATURE PAGE FOLLOWS] 3 Vemon - PatlOc Indusmel indemnity Flnel 040814 IN WITNESS WHEREOF, Seller and Buyer have executed this Indemnity as of the day and year first written above. SELLER THE CITY OF VERNON, CALIFORNIA, a municipal corporation By: Name: Title: BUYER PACIFIC INDUSTRIAL, LLC, a Delaware limited liability company By: Name: Title: 4 Vernon - Pacific Industrial Indamrdly Final 040814 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT File No: STATE OF California )SS APN Not COUNTY OF . ) On before me, Public, personally appeared 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 some in his/her/their authorized capacity(im), and that by his/her/their signature(s) on the instrument the pursun(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the Slate of California that the foregoing paragraph Is true and correct. WITNESS my hand and ofoial seal. Signature CAPACITY CLAIMED BY SIGNER This area for official notarial seal. Though statute does not requite the Notary, to fill in the data below, doing so may prove invaluable to persons relying on the documents. Q INDIVIDUAL Q CORPORATE OFFICER(S) TITLE(S) Q PARTNER(S) ❑ LIMITED ❑ GENERAL Q ATTORNEY -IN -FACT Q TRUSTEE(S) GUARDIAN/CONSERVATOR © OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or Though the data requested here is not required by law, It could prevent fraudulent reattachment of this forth. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED Vemon • Pacific Industrial Indemnity Find 040614 CALIFORNIA ALL-PURPOSE ACI(NOWLEDGkMENT File No: STATE OF California )SS APN No: COUNTY OF ). On before me, Notary Public, personally appeared 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 cepacity(ies), and that by hWher/their signaturo(s) on the instrument the person(s), or the entity upon behalf of which the persons) 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 hand and official seal. Signature OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER This area for official notarial seal. Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. Q INDIVIDUAL Q CORPORATE OFFICER(S) TITLE(S) Q PARTNER(S) LIMITED GENERAL Q ATTORNEY -IN -FACT 0 TRUSTEE(S) GUARDIAN/CONSERVATOR Q OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or OPTIONAL SECTION Though the data requested here is not required by Inv, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED Vemon - Pacific Induefdal Indemnity Final 010a14 Vernon - Paclfic lnd"tdd Indamnlly Final 040814 EXHIBIT A Scheduled Location Pollution Liability Policy Issued by Allied World Vemon - Pacific Industrial Indemnity Final 040814 EXHIBIT B Addresses for Notice City of Vernon Attn: 4305 Santa Fe Avenue Vernon, CA 90058 T:(323) 826- Pacific Industrial, LLC Attn: T: Vernon - Pad6e lndmInal lodmnity Final 040e14 PSA EXTENSION 1,PAC�F�C June 24, 2014 City of Vernon c/o Alex Kung Office of the City Clerk 4305 Santa Fe Avenue Vernon, California 90058 RECEIVED JUL 2 1 20% CITY ADMINISTRATION Re: Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate between Pacific Industrial, LLC and the City of Vernon, as amended by the Addendum thereto (the "Agreement"; capitalized terms used herein have the meanings assigned to such terms in the Agreement). To Whom it may Concern: As you are aware, pursuant to Section 9. 1 (c).c.(iii) of the Addendum, the Remediation Work is not anticipated to be completed by July 1, 2014, and pursuant to such provision, Buyer hereby elects to extend the Closing Date for a period of up to 180 days in order to allow Seller time to satisfy the contingencies provided for in the Agreement (subject to Buyer's election of an earlier Closing Date at its option depending on the satisfaction date of such contingencies). Very truly yours, Neil Mishurda Pacific Industrial, LLC Cc: John McMillan, Cushman & Wakefield 6272 E. Pacific Coast Hwy, Suite E, Long Beach, CA 90803 W W W.PAC-INDUSTRIAL.COM FIRST AMENDMENT CONTRACT/AMENDMENT SIGNATURE ROUTING FORM CONTRACTOR: CONTRACT PURPOSE: 1" Amendment to Purchase and Sales Agreement CONTRACT IS: o FEDERAL ❑ PREVAILING WAGE ❑ COMPETITIVE SELECTION & NOTICED RFP ❑ COMPETITIVE BID & NOTICED INVITATION TO BID X EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED) ❑ SERVICES o MATERIALS Q BUDGETED ❑ NOT BUDGETED TOTAL CONTRACT VALUE: $ Charge Acct. No(s) Amendment Value $ ❑ Contract is an Amendment to Contract No. (if applicable) RESPONSIBLE DEPARTMENT PERSON: Alex Kung PHONE: ext. 355 AUTHORIZATION: X Approved by Council on November I Sth (Check One) Resolution No, (if applicable) ❑ Approved by City Administrator on Note: Attach supporting documentation ❑Amendment Approved by (if applicable) ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A) Initials Date (1) Responsible Department Person Checks substance of contract and assembles two (2) copies of contract, insurance & bond documents, certifies compliance with Competitive Bidding and Purchasing Ordinance (2) Liability and Claims I ]� Approves insurance and sureties, if bonds required (3) Finance (Purchasing) Checks compliance with Competitive Bidding & Living Wage Ordinances and reflected in current budget (4) City Attorney 11 IZ�I1 Approves contract as to form, verifies bonds and insurance included (5) City Signatory Signs all copies on behalf of City L� (6) City Clerk Attests signatures, numbers, files contract, insurance and bonds, and transmits duplicate original to contractor, notifies IT to remove related RFP/bid notice, notifies any "consultant" of duties to file Form 700, if applicable Rev, M/14 TRANSMITTAL COMMUNICATION OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 November 24, 2014 Neil Mishurda Pacific Industrial, LLC 6272 E. Pacific Coast Highway, Suite E Long Beach, CA 90803 Re: First Amendment to Purchase and Sale Agreement by and between Pacific Industrial, LLC and the City of Vernon Dear Mr. Mishurda: Please find enclosed one fully executed original amendment, as referenced above, approved by City Council minute order on November 18, 2014. If you have any questions regarding this matter, please contact Alex Kung at (323) 583-8811 ext. 355. Thank you. Very truly yours, Deborah R. Juarez Records Management Assistant Enclosure c: Alex Kung Agreement No. 14-099 E Ccfusivefy Industriaf FIRST AMENDMENT THIS FIRST AMENDMENT ("Amendment") is made as of November 18, 2014, between CITY OF VERNON (the "Seller") and PACIFIC INDUSTRIAL, LLC, a Delaware limited liability company (the "Buyer"). RECITALS: A. The parties heretofore executed that certain Standard Offer, Agreement and Escrow Instruction for Purchase of Real Estate dated April 2014 (as amended by the Addendum thereto, the "Agreement"). B. The Buyer and Seller have reached an agreement to amend the terms of the Agreement as hereinafter set forth. C. Except as otherwise expressly provided for herein, capitalized terms used herein shall have the same meaning as set forth in the Agreement. NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt of which is hereby acknowledged, Seller and Buyer acknowledge and agree as follows: 1. The Closing Date is currently December 31, 2014. The parties agree that the Closing Date is hereby extended to the date that is 15 days after the completion of the Property Remediation Work and issuance of the Soil NFA (provided that Buyer may at its option elect to waive any or all of the foregoing and elect to close earlier, upon giving at least 10 business days prior written notice thereof) (collectively, the "Completion Conditions"). 2. If the Completion Conditions are satisfied, and Buyer is not required to perform or have conducted or installed any mitigation work or actions on or with respect to the Property after the Closing Date (including without limitation no vapor barriers, monitoring, or passive venting), then on the Closing Date Buyer shall reimburse Seller $100,000. 3. The remaining terms and conditions of the Agreement remain in full force and effect. 4. This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which will constitute one and the same Amendment. 5. The parties hereby agree that an executed facsimile copy of this Amendment may be transmitted to either party and be deemed an original for purposes hereof. [The remainder of this page is intentionally blank] [:V *11 07111Fi111111 iia IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. :IMN T CITY OF VERNON B '�AV4 ame: W. Michael McCormick Title: Mavor BUYER: PACIFIC INDUSTRIAL, LLC, a Delaware limited liability company 12 By: cC Name: AiC-1L 1W/S1/y1%7f Title: /�l►plyr9ty6K ATTEST: Ana Barcit,puty C ty 14,1e k APP ED AS TO FORM: %-U4— Heind rafeyorney WEST,250580342.2 air L A�AA I `V M1� ee ��m��l /ll�1jc/1114- STAFF REPORT CITY ADMINISTRATION DATE: November 18, 2014 RECEIVEC NOV 12 2014 CITY CLERK'S OFFICE TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrator RE: Approval of the 18t Amendment to the Pu chase and Sales Agreement for property located at 5119, 5201 and 5241 District Blvd and 4601 East 52Id Drive (Thermador) Recommendations It is recommended that the City Council: 1. Find that approval of the I't amendment proposed in this staff report is exempt from the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. 2. Approve the 1st Amendment to the Purchase and Sales Agreement for the property located at 5119, 5201 and 5241 District Blvd and 4601 East 52"d Drive, in substantially the same form as submitted herewith. Background At the April 14, 2014, meeting the City Council approved Resolution No. 2014-13 which approved the sale of approximately 8.29 acres of unimproved City property located at 5119, 5201 and 5241 District Blvd and 4601 East 52nd Drive (the "Thermador Property") to Pacific Industrial, LLC (the "Buyer") for $7,992,436.00. Since Council's approval the City has undertaken additional soil remediation and testing which is anticipated to be completed by December 2014. The Buyer is requesting the following two amendments to the purchase and sales agreement: 1) Amend Closing Date — The Buyer is requesting the closing date to be 15 days after completion of the remediation work and issuance of the Soil No Further Action. The buyer would also have the option to waive the foregoing and elect to close earlier upon giving at least 10 business days prior written notice. The original agreement scheduled a closing date of December 31, 2014. 2) Potential City Reimbursement of $100,000 The Buyer has offered to reimburse the City $100,000 for its remediation efforts if the Buyer is not required to do any mitigation or remediation work after the Closing Date. Fiscal Impact There is no cost to the City however the City would potentially be reimbursed $100,000 for the remediation work it has conducted on the property. FIRST AMENDMENT THIS FIRST AMENDMENT ("Amendment') is made as of November 2014, between CITY OF VERNON (the "Seller") and PACIFIC INDUSTRIAL, LLC, a Delaware limited liability company (the "Buyer"). RECITALS: A. The parties heretofore executed that certain Standard Offer, Agreement and Escrow Instruction for Purchase of Real Estate dated April 2014 (as amended by the Addendum thereto, the "Agreement'). B. The Buyer and Seller have reached an agreement to amend the terms of the Agreement as hereinafter set forth. C. Except as otherwise expressly provided for herein, capitalized terms used herein shall have the same meaning as set forth in the Agreement. NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt of which is hereby acknowledged, Seller and Buyer acknowledge and agree as follows: 1. The Closing Date is currently December 31, 2014. The parties agree that the Closing Date is hereby extended to the date that is 15 days after the completion of the Property Remediation Work and issuance of the Soil NFA (provided that Buyer may at its option elect to waive any or all of the foregoing and elect to close earlier, upon giving at least 10 business days prior written notice thereof) (collectively, the "Completion Conditions"). 2. If the Completion Conditions are satisfied, and Buyer is not required to perform or have conducted or installed any mitigation work or actions on or with respect to the Property after the Closing Date (including without limitation no vapor barriers, monitoring, or passive venting), then on the Closing Date Buyer shall reimburse Seller $100,000. 3. The remaining terms and conditions of the Agreement remain in full force and effect. 4. This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which will constitute one and the same Amendment. 5. The parties hereby agree that an executed facsimile copy of this Amendment may be transmitted to either party and be deemed an original for purposes hereof. [The remainder of this page is intentionally blank] WEST\250580342.2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. SELLER: CITY OF VERNON Name: Title: BUYER: PACIFIC INDUSTRIAL, LLC, a Delaware limited liability company By: � Name: A-le-1L /L//S/y 7f Title: /L11yjI J�tp WEST\250580342.2