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HomeMy WebLinkAboutC-4170 JOINT NOTICE TO ESCROW HOLDER TO: Joann Black, Escrow Holder First American Title Company 3858 West Carson Street Suite 100 Torrance, CA 90503 ("Escrow Holder") RE: Sale of 33 W. Huntington Drive, Arcadia, CA (APN 8621-024-001) to Northeast Development Enterprises II, LLC ("Buyer") by The Successor Agency of the Redevelopment Agency of the City of Arcadia ("City"/"Seller"); Pursuant to Real Property Purchase and Sale Agreement and Joint Escrow Instructions dated October 16,2018("Agreement");First American Title Company Escrow and Order Number 5805718 DATED: AJ) Zrrn����" I Z_o l NOTICE IS HEREBY GIVEN: 1. Pursuant to Section 1.1.31 of the above-referenced Agreement,the Close of Escrow shall occur on the earlier of: (a) one hundred eighty days (180) following the Escrow Opening Date; or (b) another date mutually agreed upon in writing between the Parties for the Close of Escrow, in the Parties' respective sole and absolute discretion. 2. Pursuant to Section 4.10 of the Agreement, Buyer and Seller may mutually agree to extend the Close of Escrow by joint written notice to Escrow Holder. 3. In that certain conditions precedent to close of said escrow have not yet occurred, Buyer and Seller desire to extend the Close of Escrow. 4. Agency and Seller hereby give joint written notice to Escrow Holder that they mutually and expressly agree,and do hereby mutually and expressly agree,to extend the Close of Escrow, giving the Seller until January 31,2020. 5. This Joint Notice to Escrow Holder may be executed in counterparts,each of which shall constitute an original. 1 24347.00801\32230074.2 JOINT NOTICE TO ESCROW HOLDER TO: Joann Black Escrow Holder First American Title Company 3858 West Carson Street Suite 100 Torrance,CA 90503 ("Escrow Holder") RE: Sale of 33 W. Huntington Drive, Arcadia, CA (APN 8621-024-001)tc Northeast Development Enterprises II,LLC(Buyer")by The Successor Agency cf the Redevelopment Agency of the City of Arcadia ("City"''Setter";Pursuant to Real Property Purchase and Sale Agreement and Jcint Escrow Instructions dated October 16,2018(Agreement");First American Title Company Escrow and Order Number 5805718 DATED: I( '1 la- rat NOTICE IS HEREBY GIVEN: 1. Pursuant tc Section 1.1.31 of the above-referenced Agreement.the Close of Escrow shall occur on the earlier of: (a) one hundred eighty days (180) following the Escrow Opening Date;or(b)another date mutually agreed upon in writing between the Parties for the Close of Escrow,in the Pa-ties' respective sole and absolute discretion. 2. Pursuant to Section 4.10 of the Agreement,Buyer and Seller may mutually agree to extend the Close of Escrow by joint written notice to Escrow Holder_ 3. In that certain conditions precedent to close of said escrow have not yet occurred,Buyer and Serle-desire to extend the Close of Escrow. 4. Agency and Seller hereby give joint written notice to Escrow Holder that they mutually and expressly agree,and do hereby mutually and expressly agree,to extend the Close of Escrow,giving the Seller until January 31,2020. 5. This Joint Notice to Escrow Holder may be executed in counterparts,each of which shall constitute an original. 1 24247 C0501325307,4.: Please note that initially capitalized terms used in this notice, unless otherwise defined herein, shall have the meaning as set forth in the Agreement. THE AGENCY RESERVES ALL RIGHTS AND NOTHING HEREIN IS INTENDED AS A WAIVER OF ANY RIGHT OF THE AGENCY. CITY/SELLER THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a public body, corporate and politic By: ' --�— Dominic Lazzaretto - City Manager ATTEST: BY: 1 u.,r LA ..i •Werk C $ •f Arcadia SELLER Northeast Development Enterprises II, LLC, a California limited liability company By: Peter Lee Manager 2 24347.008 01\32230074.2 Please note that Mihaly capitalized terms used in this notice, Riess otlsenvise defined herein,shall have the meaning as set forth in the Agreement THE AGENCY RESERVES ALL RIGHTS AND \OTIM G HEREEc IS INTENDED AS A WAIVER OF ANY RIGHT OF THE AGENCY. • CITY SELLER THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF TI-M CITY OF ARCADIA,a public body.corporate and politic By: Dominic Lazzarettn City 1Ianase- ATTEST: By: City Cleo City of Arcadia SFT T FR Noetheast ent Enterprises IL LLC, a California . biiity�:mpany AtA„,„„„. By: aFil Peter_et Mare i :t+".Mi 32:11:'E.: C-1-‘110 JOINT NOTICE TO ESCROW HOLDER TO: Joann Black, Escrow Holder First American Title Company 3858 West Carson Street Suite 100 Torrance, CA 90503 ("Escrow Holder") RE: Sale of 33 W. Huntington Drive, Arcadia, CA (APN 8621-024-001) to Northeast Development Enterprises II, LLC ("Buyer") by The Successor Agency of the Redevelopment Agency of the City of Arcadia ("City"/"Seller"); Pursuant to Real Property Purchase and Sale Agreement and Joint Escrow Instructions dated October 16,2018 ("Agreement"); First American Title Company Escrow and Order Number 5805718 DATED: NOTICE IS HEREBY GIVEN: 1. Pursuant to Section 1.1.31 of the above-referenced Agreement, the Close of Escrow shall occur on the earlier of: (a) one hundred eighty days (180) following the Escrow Opening Date; or (b) another date mutually agreed upon in writing between the Parties for the Close of Escrow, in the Parties' respective sole and absolute discretion. 2. Pursuant to Section 4.10 of the Agreement, Buyer and Seller may mutually agree to extend the Close of Escrow by joint written notice to Escrow Holder. 3. In that certain conditions precedent to close of said escrow have not yet occurred,Buyer and Seller desire to extend the Close of Escrow an additional three (3) months. 4. Agency and Seller hereby give joint written notice to Escrow Holder that they mutually and expressly agree,and do hereby mutually and expressly agree,to extend the Close of Escrow three months (3) giving the Seller until November 13, 2019. 5. This Joint Notice to Escrow Holder may be executed in counterparts,each of which shall constitute an original. 1 24347 00801\32230074 1 Please note that initially capitalized terms used in this notice, unless otherwise defined herein, shall have the meaning as set forth in the Agreement. THE AGENCY RESERVES ALL RIGHTS AND NOTHING HEREIN IS INTENDED AS A WAIVER OF ANY RIGHT OF THE AGENCY. CITY/SELLER THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a public body, corporate and politic By: 0•---Maio Dominic Lazzarett. City Manager ATTEST: By: ✓ •:Ai. i t' Cit lerk City of Arcadia SELLER Northeast Development Enterprises II, LLC, a California limited liability company By: Peter Lee Manager 2 24347.00801\32230074.1 Please note that initially capitalized terms used in this notice, unless otherwise defined herein, shall have the meaning as set forth in the Agreement. THE AGENCY RESERVES ALL RIGHTS AND NOTHING HEREIN IS INTENDED AS A WAIVER OF ANY RIGHT OF THE AGENCY. CITY/SELLER THE SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a public body, corporate and politic By: Dominic Lazzaretto City Manager ATTEST: By: City Clerk City of Arcadia SELLER Northeast Development Enterprises II, LLC, a California limited liability company (Ci\r\z-\ By: Peter Lee Manager 2 24347.00801\32230074.1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy,or validity of that document. State of California County of to ' b5 e-S OnAlitio,-1- 12 2019 before meif it i lune WCh IJDMr1 (Insert name and title of the Offider) 1 personally appeared —PC,Mi who proved to me on the basis of satisfactory evidence to be the person) whose name is/.axe subscribed to the within instrument and acknowledged to me that he/p/theyrexecuted the same in his/lwfala.e.Lr-authorized capacitykiesj,and that by his/Jeer/t eitrsignature(z''on the instrument the personjzl", or the entity upon behalf of which the person/(4 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. LISA MARIE McUSSENDEN WITNESS my hand and official seal. NotaryPublic-California ' Los Angeles County ', �, Commissions t 2 86247 S ig n at u rAVAICk\--- (Seal) iMCJ L\t.-\)\-1‘11-1PL-1 0 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Self-Storage Building/Northeast Development) by and between THE SUCCESSOR AGENCY TO REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a California public body,corporate and politic and NORTHEAST DEVELOPMENT ENTERPRISES II A CALIFORNIA LIMITED LIABILITY COMPANY [DATED AS OF OC Ue le IL, 2°1'6 ,FOR REFERENCE PURPOSES ONLY] 24347.00801\30654673.6 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Self-Storage Building/Northeast Development) This REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCRQW INSTRUCTIONS (Self Storage)("Agreement")is dated as of ( it. , 2i _ for reference purposes only, and is entered into by and between the Successor Agency to Redevelopment Agency of the City of Arcadia, a California public body, corporate and politic ("Seller"), and Northeast Development Enterprise II, a California Limited Liability Company ("Buyer"). Seller and Buyer enter into this Agreement with reference to the following recitals of fact(each,a"Recital"): RECITALS A. Seller owns that certain real property generally located at 33 W.Huntington Drive Arcadia, California(APN 5775-025-901) (specifically defined in Section 1 of this Agreement as the"Property"); B. Seller determined that it is in the public interest to sell this Property to allow for a redevelopment of the Property with a mixed use project consisting of self-storage uses and a multitenant food hall space("Project"); C. Consequently, Seller sought proposals from potential buyers to evaluate their qualifications; D. Seller determined that Buyer was the most qualified and so entered into negotiations with Buyer for the purchase and sale of the Property; E. This Agreement implements the goals and objectives of Seller for the development of the Property, increases business development in the area, alleviates conditions of economic and physical blight in the City of Arcadia, and creates additional job opportunities for Arcadia residents; F. City staff has determined that this Agreement and its implementing actions are exempt from environmental review pursuant to the California Environmental Quality Act (Pub. Resources Code, § 21000 et seq.) and State CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.) section 15332 (In-fill Development Projects). This exemption applies to those projects that occur on a site of no more than five acres, are substantially surrounded by urban uses, and are consistent with applicable general plan policies and zoning regulations. G. Seller has also determined that the public benefit of this Agreement outweighs any private benefit arising from this Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND COVENANTS OF SELLER AND BUYER SET FORTH IN TRIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, SELLER AND BUYER AGREE, AS FOLLOWS: -1- 24347.00801\30654673.6 TERMS AND CONDITIONS 1. DEFINITIONS 1.1 Definitions. The following words, terms and phrases are used in this Agreement with the following meanings, unless the particular context or usage of a word, term or phrase requires another interpretation: 1.1.1 Affiliate. Any other Person, directly or indirectly, Controlling or Controlled by or under common Control with the specified Person. 1.1.2 Agreement. This Real Property Purchase and Sale Agreement and Joint Escrow Instructions(Self Storage)by and between Seller and Buyer, including all of the attached exhibits. 1.1.3 Approval. Any license, permit, approval, consent, certificate, ruling, variance, authorization, conditional use permit or amendment to any of the foregoing, as shall be necessary or appropriate under any Law to commence,perform or complete any construction on or development of the Property. 1.1.4 Bankruptcy Law. Title 11 United States Code or any other or successor State or Federal statute relating to assignment for the benefit of creditors, appointment of a receiver or trustee, bankruptcy, composition, insolvency, moratorium, reorganization or similar matters. 1.1.5 Bankruptcy Proceeding. Any proceeding, whether voluntary or involuntary,under any Bankruptcy Law. 1.1.6 Business Day. Any weekday on which Seller is open to conduct regular municipal functions with Seller personnel. 1.1.7 Buyer. Northeast Development Enterprise II, a California Limited Liability Company, and any assignee of or successor to the rights, powers or responsibilities of Northeast Development Enterprise II,allowed under this Agreement. 1.1.8 Buyer Official Action. A certification of California Limited Liability Company authority in substantially the form attached to this Agreement as Exhibit "B" signed by all of the Principals of Buyer. 1.1.9 Buyer Title Policy. A standard CLTA owners' policy of title insurance issued by the Title Company, with coverage in the amount of the Purchase Price, showing title to the Property vested in Buyer, subject only to Permitted Exceptions. 1.1.10 CEQA. The California Environmental Quality Act, Public Resources Code Section 21000, et seq. 1.1.11 CEQA Documents. Any exemption determination, any Negative Declaration (mitigated or otherwise), or any Environmental Impact Report (including any -2- 24347.00801130654673.6 addendum or amendment to, or subsequent or supplemental Environmental Impact Report) required or permitted by any Government, pursuant to CEQA, for Seller to approve or perform this Agreement or issue any Approval. 1.1.12 City. The City of Arcadia, California. 1.1.13 City Lease. A lease agreement between Buyer and the City for rooftop CCTV cameras and equipment on the Property. 1.1.14 City Manager. The Executive Director of Seller, or his or her designee or successor in function. 1.1.15 Claim. Any claim, loss, cost, damage, expense, liability, lien, action, cause of action (whether in tort, contract, under statute, at law, in equity or otherwise), charge, award, assessment, fine or penalty of any kind (including consultant and expert fees and expenses and investigation costs of whatever kind or nature and, if an Indemnitor improperly fails to provide a defense for an Indemnitee, then Legal Costs of the Indemnitee) and any judgment. 1.1.16 Close of Escrow. The first date on which the Escrow Agent has filed the Seller Deed with the County for recording in the official records of the County. 1.1.17 Control. Possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether by ownership of Equity Interests,by contract or otherwise. 1.1.18 County. The County of Los Angeles. 1.1.19 Default. An Escrow Default, a Monetary Default, or a Non-Monetary Default. 1.1.20 Default Interest. Interest at an annual rate equal to the lesser of: (a)eight percent per annum; or(b)the Usury Limit. 1.1.21 Deposit. Twenty Five Thousand Dollars($25,000). 1.1.22 Due Diligence Completion Notice. A written notice from Buyer delivered to both Seller and Escrow Agent, prior to the end of the Due Diligence Period, indicating Buyer's unconditional acceptance of the condition of the Property or indicating Buyer's rejection of the condition of the Property and refusal to accept a conveyance of title to the Property, describing in reasonable detail the actions that Buyer reasonably believes are indicated to allow Buyer to unconditionally accept the condition of the Property. 1.1.23 Due Diligence Investigations. Buyer's due diligence investigations of the physical and economic feasibility of the Property for Buyer's intended use of the Property, including investigation of the environmental and geotechnical conditions of the Property, identifying Approvals necessary for Buyer's intended use of the Property, studying the economic feasibility of Buyer's intended use of the Property, obtaining tenant commitments for Buyer's -3- 24347.00801\30654673.6 intended use of the Property, all as deemed appropriate in the reasonable discretion of Buyer and all at the sole cost and expense of Buyer. 1.1.24 Due Diligence Period. The time period of ninety (90) consecutive calendar days commencing on the day immediately following the Escrow Opening Date or the date upon which Developer's entitlements are approved by the City, whichever occurs last. Buyer may request and Seller, through the City Manager may administratively grant, one three month extension to the Due Diligence Period provided the City Manager finds that the Buyer has been diligently pursuing due diligence activities. 1.1.25 Effective Date. Defined in Section 2. 1.1.26 Environmental Claim. Any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements or expenses, including Legal Costs and fees and costs of environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever, directly or indirectly, relating to or arising from any actual or alleged violation of any Environmental Law or any Hazardous Substance Discharge. 1.1.27 Environmental Laws. All Federal, State, local or City laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements of any Government in effect on or enacted after the Effective Date, regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance, the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use or pertaining to occupational health or industrial hygiene or occupational or environmental conditions on, under or about the Property, as now or may at any later time be in effect, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") [42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 ("RCRA") [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act ("FWPCA") [33 USC Section 1251 et seq.]; the Toxic Substances Control Act ("TSCA") [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act ("HMTA") [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.];the Solid Waste Disposal Act[42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seq.]; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health & Safety Code Section 24249.5 et seq.]; or the Porter-Cologne Water Quality Act [California Water Code Section 13000 et seq.]; together with any regulations promulgated under the authorities referenced in this Section 1.1.27. 1.1.28 Equity Interest. All or any part of any equity or ownership interest(s) (whether stock,partnership interest,beneficial interest in a trust,membership interest in a limited -4- 24347.00801 k30654673.6 4-24347.00801130654673.6 liability company, or other interest of an ownership or equity nature) in any entity, at any tier of ownership,that directly owns or holds any ownership or equity interest in a Person. 1.1.29 Escrow. An escrow, as defined in Civil Code Section 1057 and Financial Code Section 17003(a),that is conducted by the Escrow Agent with respect to the sale of the Property from Seller to Buyer pursuant to this Agreement. 1.1.30 Escrow Agent. First American Title Company, or such other Person mutually agreed upon in writing by both Seller and Buyer. 1.1.31 Escrow Closing Date. The earlier of: (a) one hundred eighty(180)days following the Escrow Opening Date; or (b) another date mutually agreed upon in writing between the Parties for the Close of Escrow, in the Parties' respective sole and absolute discretion. 1.1.32 Escrow Closing Statement. A statement prepared by the Escrow Agent indicating, among other things, the Escrow Agent's estimate of all funds to be deposited or received by Seller or Buyer, respectively, and all charges to be paid by Seller or Buyer, respectively,through the Escrow. 1.1.33 Escrow Default. The unexcused failure of a Party to submit any document or funds to the Escrow Agent as reasonably necessary to close the Escrow,pursuant to the terms and conditions of this Agreement. 1.1.34 Escrow Opening Date. The first date on which a copy of this Agreement signed by both Seller and Buyer is deposited with the Escrow Agent, as provided in Section 4.1. 1.1.35 Event of Default. The occurrence of any one or more of the following: (a) Monetary Default. A Monetary Default that continues for seven (7) calendar days after Notice to the Party in Default, specifying in reasonable detail the amount of money not paid or the bond, surety or insurance not provided; (b) Escrow Default. An Escrow Default that continues for seven (7) calendar days after Notice to the Party in Default, specifying in reasonable detail the document or funds not submitted; (c) Bankruptcy or Insolvency. Buyer admits in writing that Buyer is unable to pay Buyer's debts as they become due or Buyer becomes subject to any Bankruptcy Proceeding (except an involuntary Bankruptcy Proceeding dismissed within ninety (90) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of Buyer's assets or Buyer's interest in this Agreement or the Property (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within ninety(90)days); -5- 24347.00801\30654673.6 5-24347.00801\30654673.6 (d) Transfer. The occurrence of a Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms or conditions of this Agreement; or (e) Non-Monetary Default. Any Non-Monetary Default, other than those specifically addressed in Section 1.1.35(c) or Section 1.1.35(d), that is not cured within thirty (30) days after Notice to the Party in Default describing the Non-Monetary Default in reasonable detail. In the case of such a Non-Monetary Default that cannot with reasonable diligence be cured within thirty (30) days after the effective date of such Notice, an Event of Default shall occur, if the Party in Default does not do all of the following: (a)within thirty(30) days after Notice of such Non-Monetary Default, advise the other Party of the intention of the Party in Default to take all reasonable steps to cure such Non-Monetary Default; (b) duly commence such cure within such thirty(30)day period; and(c) diligently prosecute such cure to completion within a reasonable time under the circumstances. 1.1.36 Federal. The federal government of the United States of America. 1.1.37 Final. Relative to issuance or denial of any Approval, when all administrative appeal periods regarding such Approval have expired, without the valid commencement of any such appeal, or all administrative appeals or challenges validly commenced regarding such Approval have been resolved to Buyer's reasonable satisfaction. 1.1.38 FIRPTA Affidavit. A certification that Seller is not a "foreign person" within the meaning of such term under Section 1445 of the United States Internal Revenue Code. 1.1.39 Form 593. A California Franchise Tax Board Form 593-C. 1.1.40 Government. Any and all courts, boards, agencies, commissions, offices or authorities of any nature whatsoever of any governmental unit(Federal, State, County, district,municipal, City or otherwise)whether now or later in existence. 1.1.41 Hazardous Substance. Any flammable substance, explosive, radioactive material, asbestos, asbestos-containing material, polychlorinated biphenyl, chemical known to cause cancer or reproductive toxicity, pollutant, contaminant, hazardous waste, medical wastes, toxic substance or related material, explosive, petroleum, petroleum product or any"hazardous"or"toxic"material, substance or waste that is defined by those or similar terms or is regulated as such under any Law, including any material, substance or waste that is: (a) defined as a "hazardous substance" under Section 311 of the Water Pollution Control Act (33 U.S.C. § 1317), as amended; (b) designated as "hazardous substances" pursuant to 33 U.S.C. § 1321; (c) defined as a "hazardous waste"under Section 1004 of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., as amended; (d) defined as a "hazardous substance" or "hazardous waste" under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Reauthorization Act of 1986, 42 U.S.C. § 9601, et seq., or any so-called "superfund" or "superlien" law; (e) defined as a "pollutant" or "contaminant" under 42 U.S.C. § 9601(33); (f) defined as "hazardous waste" under 40 C.F.R. Part 260; (g) defined as a "hazardous chemical" under 29 C.F.R. Part 1910; (h) any matter within the definition of"hazardous substance" set -6- 24347.00801\30654673.6 6-24347.00801130654673.6 forth in 15 U.S.C. § 1262; (i) any matter, waste or substance regulated under the Toxic Substances Control Act ("TSCA") [15 U.S.C. Sections 2601, et seq.]; (j) any matter, waste or substance regulated under the Hazardous Materials Transportation Act,49 U.S.C. Sections 1801, et seq.; (k) those substances listed in the United States Department of Transportation (DOT)Table [49 C.F.R. 172.101]; (1) any matter, waste or substances designated by the EPA, or any successor authority, as a hazardous substance [40 C.F.R. Part 302]; (m) defined as "hazardous waste" in Section 25117 of the California Health and Safety Code; (n) defined as a "hazardous substance" in Section 25316 of the California Health and Safety Code; (o) that is subject to any other Law regulating, relating to or imposing obligations, liability or standards of conduct concerning protection of human health,plant life, animal life,natural resources,property or the enjoyment of life or property free from the presence in the environment of any solid, liquid, gas,odor or any form of energy from whatever source; or(p)that is or becomes regulated or classified as hazardous or toxic under Law or in the regulations adopted pursuant to Law. 1.1.42 Hazardous Substance Discharge. Any deposit, discharge, generation, release or spill of a Hazardous Substance that occurs at, on, under, into or from the Property or during transportation of any Hazardous Substance to or from the Property, or that arises at any time from any construction, installation, use or operation or other activities conducted at, on, under or from the Property, whether or not caused by a Party. 1.1.43 Indemnify. Where this Agreement states that any Indemnitor shall "indemnify" any Indemnitee from, against or for a particular Claim, that the Indemnitor shall indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against such Claim(alleged or otherwise). "Indemnified"shall have the correlative meaning. 1.1.44 Indemnitee. Any Person entitled to be Indemnified under the terms of this Agreement. 1.1.45 Indemnitor. A Party that agrees to Indemnify any other Person under the terms of this Agreement. 1.1.46 Law. Every law, ordinance, requirement, order, proclamation, directive, rule or regulation of any Goveuunent applicable to the Property, in any way, including relating to any development, construction, use, maintenance, taxation, operation, occupancy of or environmental conditions affecting the Property, or relating to any taxes, or otherwise relating to this Agreement or any Party's rights, obligations or remedies under this Agreement, or any Transfer of any of the foregoing, whether in force on the Effective Date or passed, enacted, modified, amended or imposed at some later time, subject in all cases, however, to any applicable waiver,variance or exemption. 1.1.47 Legal Costs. In reference to any Person, all reasonable costs and expenses such Person incurs in any legal proceeding or other matter for which such Person is entitled to be reimbursed for its Legal Costs,including reasonable attorneys' fees, court costs and expenses and consultant and expert witness fees and expenses. 1.1.48 Monetary Default. Any failure by either Party to pay or deposit, when and as this Agreement requires, any amount of money,bond, surety or evidence of any insurance -7- 24347.00801130654673.6 coverage required to be provided under this Agreement, whether to or with a Party or a Third Person. 1.1.49 Non-Monetary Default. The occurrence of any of the following, except to the extent constituting a Monetary Default or an Escrow Default: (a) any failure of a Party to perform any of such Party's obligations under this Agreement; (b) any failure of a Party to comply with any material restriction or prohibition in this Agreement; or(c) any other event or circumstance that,with passage of time or giving of Notice, or both, or neither, would constitute a breach of this Agreement by a Party. 1.1.50 Notice. Any consent, demand, designation, election, notice or request relating to this Agreement,including any Notice of Default. All Notices must be in writing. 1.1.51 Notify. To give a Notice. 1.1.52 Parties. Collectively, Seller and Buyer. 1.1.53 Party. Individually, either Seller or Buyer, as applicable. 1.1.54 Permitted Exception. All of the following: (a) all items shown in the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy that are approved by Buyer pursuant to Section 3.4; (b) any lien for non-delinquent property taxes or assessments; (c) any Laws applicable to the Property; (d) this Agreement; (e) the covenants, conditions or powers in the Seller Deed; (f) any existing improvements on the Property, if any; (g) any Approval; and (h) any other document or encumbrance expressly required or allowed to be recorded against the Property pursuant to the terms of this Agreement. 1.1.55 Person. Any association, corporation, governmental entity or agency, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization or other entity of any kind. 1.1.56 Preliminary Report. A preliminary report issued by the Title Company in contemplation of the issuance of the Buyer Title Policy, accompanied by the best available copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Buyer Title Policy. 1.1.57 Property. That certain real property specifically described in Exhibit "A" attached to this Agreement. 1.1.58 Purchase Price. Three million two hundred fifty thousand dollars ($3,250,000.00). 1.1.59 Seller. The Successor Agency to the Redevelopment Agency of the City of Arcadia, and any assignee of or successor to the rights, powers or responsibilities of the Successor Agency. -8- 24347.00801\30654673.6 1.1.60 Seller Deed. A deed conveying Seller's interest in the Property from Seller to Buyer, at the Close of Escrow, substantially in the form of Exhibit"C"attached to this Agreement. 1.1.61 Seller Parties. Collectively, Seller and Seller's Board, elected officials, employees,agents, and attorneys. 1.1.62 State. The State of California. 1.1.63 Tenant or Tenants, collectively or individually, means Los Angeles Cellular Company (AT&T), individual self-storage leases managed by Braun Property Management,and the City Lease. 1.1.64 Tenant Leases means true, correct and complete copies of the existing lease and rental agreement, including any amendments and modifications thereto, and other agreements affecting the Property as of the Effective Date of this Agreement. 1.1.65 Third Person. Any Person that is not a Party, an Affiliate of a Party or an elected official, officer, director,manager, shareholder,member,principal,partner, employee, or agent of a Party. 1.1.66 Title Company. First American Title Company, or such other Person mutually agreed upon in writing by both Seller and Buyer. 1.1.67 Title Notice. A written notice from Buyer to Seller indicating Buyer's acceptance of the state of the title to the Property, as described in the Preliminary Report, or Buyer's disapproval or conditional approval of specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy, describing in suitable detail the actions that Buyer reasonably believes are required to obtain Buyer's unconditional approval of the state of the title to the Property. 1.1.68 Title Notice Response. The written response of Seller to the Title Notice,in which Seller either elects to: (a)cause the removal from the Preliminary Report of any matters disapproved or conditionally approved in the Title Notice; (b) obtain title or other insurance or endorsement in a form reasonably satisfactory to Buyer insuring against any matters disapproved or conditionally approved in the Title Notice; or(c)not take either action described in clause"(a)"or"(b)"of this Section 1.1.68. 1.1.69 Title Notice Waiver. A written notice from Buyer to Seller waiving Buyer's previous disapproval or conditional approval in the Title Notice of specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Buyer Title Policy. 1.1.70 Transfer. Regarding any property, right or obligation, any of the following, whether by operation of Law or otherwise, whether voluntary or involuntary and whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale or other transfer, whether direct or indirect, of all or any part of such property, right -9- 24347.00801130654673.6 9- 24347.00801130654673.6 or obligation, or of any legal,beneficial, or equitable interest or estate in such property, right or obligation or any part of it(including the grant of any easement, lien, or other encumbrance); (b) any conversion, exchange, issuance, modification, reallocation, sale or other transfer of any Equity Interest(s)in the owner of such property,right or obligation by the holders of such Equity Interest(s); or (c) any transaction that is in substance equivalent to any of the foregoing. A transaction affecting Equity Interests, as referred to in clauses "(b)" or "(c)" of this Section 1.1.70, shall be deemed a Transfer by Buyer, even though Buyer is not technically the transferor. A"Transfer" shall not, however, include any of the following(provided that the other Party has received Notice of such occurrence) relating to the Property or any Equity Interest: (i) a mere change in form of ownership, with no material change in beneficial ownership,that constitutes a tax-free transaction under, as applicable, Federal income tax law or State real estate transfer tax law; (ii) a conveyance only to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit; (iii) a conveyance only to any Person that, as of the Effective Date, holds an Equity Interest in the entity whose Equity Interest is being transferred; or(iv) an assignment of Buyer's rights under this Agreement to any Person in which Northeast Development Enterprise II, a California Limited Liability Company, owns a majority of the Equity Interests and where such Person assumes all obligations of Buyer under this Agreement. 1.1.71 Unavoidable Delay. A delay in either Party performing any obligation under this Agreement arising from or on account of any cause whatsoever beyond the Party's reasonable control, including strikes, labor troubles or other union activities, casualty, war, acts of terrorism, riots, litigation, governmental action or inaction, regional natural disasters or inability to obtain required materials. Unavoidable Delay shall not include delay caused by a Party's financial condition or insolvency. 1.1.72 Usury Limit. The highest rate of interest, if any, that Law allows under the circumstances. 2. EFFECTIVE DATE. This Agreement shall become effective("Effective Date")on the first date on which all of the following have occurred: (a) Seller has received three (3) counterpart originals of this Agreement signed by the authorized representative(s) of Buyer; (b) Seller has received a certified copy of the Buyer Official Action signed by the authorized representative(s) of Buyer; (c) this Agreement has been approved by Seller's Governing Board; (d) this Agreement has been approved by the Oversight Board to the Successor Agency following the making of all required findings; (e) this Agreement has been signed by the authorized representative(s) of Seller; and (f) one (1) original of this Agreement signed by the authorized representative(s) of Seller has been delivered by Seller to Buyer. Seller shall send Notice of the Effective Date to Buyer within seven (7) days following the occurrence of the Effective Date. Buyer shall sign and return a copy of such Notice to Seller within seven(7)days after receipt of such Notice. 3. PURCHASE AND SALE OF PROPERTY 3.1 Escrow. Seller shall sell the Property to Buyer and Buyer shall purchase the Property from Seller, subject to the Permitted Exceptions and the terms and conditions of this Agreement. For the purposes of exchanging funds and documents to complete the sale of the Property from Seller to Buyer and the purchase of the Property by Buyer from Seller,pursuant to -1 0- 24347.00801130654673.6 the terms and conditions of this Agreement, Seller and Buyer agree to open the Escrow with the Escrow Agent. The provisions of Section 4 are the joint escrow instructions of the Parties to the Escrow Agent for conducting the Escrow. 3.2 Payment of Purchase Price. Buyer shall purchase the Property from Seller for the Purchase Price, subject to the terms and conditions of this Agreement. Buyer shall pay the Purchase Price at the Close of Escrow in immediately available funds. 3.3 Deposit. Buyer shall deliver the Deposit to Escrow Agent within ten (10) Calendar Days following the Escrow Opening Date. Except as provided in Section 6.2, the Deposit shall be fully refundable to Buyer, upon termination of this Agreement during the Due Diligence Period or as a result of the occurrence of an Event of Default by Seller. The Deposit shall become non-refundable to Buyer, as earned compensation to Seller for providing the Due Diligence Period, upon the expiration of the Due Diligence Period (without Buyer terminating this Agreement). At the Close of Escrow, the Deposit shall be credited toward the Purchase Price for the benefit of Buyer. 3.3.1 Independent Consideration. One Hundred Dollars ($100.00) of the Deposit shall be considered as independent consideration(the"Independent Consideration"). The Independent Consideration shall be non-refundable to Buyer as independent consideration for the rights extended to Buyer under this Agreement. The Independent Consideration shall be released to Seller immediately following Buyer's deposit of the Independent Consideration into Escrow. In all instances under this Agreement in which Buyer elects to terminate or is deemed to have terminated this Agreement and the Deposit must be returned to Buyer, the Seller shall retain the Independent Consideration. The Independent Consideration shall not be applicable towards the Purchase Price. 3.4 Buyer's Approval of Title to Property. 3.4.1 Title Notice. Within fifteen (15) days after the Escrow Opening Date, Buyer shall request the Preliminary Report from the Title Company and that the Title Company deliver a copy of such Preliminary Report to Seller. Within thirty(30) days following Buyer's receipt of the Preliminary Report, Buyer shall send the Title Notice to both Seller and Escrow Agent. 3.4.2 Failure to Deliver Title Notice. If Buyer fails to send the Title Notice to Seller and Escrow Agent within the time period provided in Section 3.4.1, Buyer will be deemed to disapprove the status of title to the Property and refuse to accept conveyance of the Property and either Buyer or Seller shall have the right to cancel the Escrow and terminate this Agreement upon ten(10) days' Notice, in their respective sole and absolute discretion. 3.4.3 Title Notice Response. Within thirty (30) days following Seller's receipt of the Title Notice(if any), Seller shall send the Title Notice Response to both Buyer and Escrow Agent. If the Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or Buyer fails to deliver the Title Notice, Seller shall not be required to send the Title Notice Response. If Seller does not send the Title Notice Response,if necessary,within the time period provided in this Section 3.4.3, Seller shall be deemed to elect not to take any -11- 24347.00801\30654673.6 action in reference to the Title Notice. If Seller elects in the Title Notice Response to take any action in reference to the Title Notice, Seller shall complete such action, prior to the Escrow Closing Date or as otherwise specified in the Title Notice Response. 3.4.4 Title Notice Waiver. If Seller elects or is deemed to have elected not to address one or more matters set forth in the Title Notice to Buyer's reasonable satisfaction, then within ten (10) days after the earlier of: (a) Buyer's receipt of Seller's Title Notice Response; or (b) the last date for Seller to deliver its Title Notice Response pursuant to Section 3.4.3, Buyer shall either: (i)refuse to accept the title to and conveyance of the Property, or(ii)waive Buyer's disapproval or conditional approval of all such matters set forth in the Title Notice by sending the Title Notice Waiver to both Seller and Escrow Agent. Failure by Buyer to timely send the Title Notice Waiver, where the Title Notice Response or Seller's failure to deliver the Title Notice Response results in Seller's election not to address one or more matters set forth in the Title Notice to Buyer's reasonable satisfaction, will be deemed Buyer's continued refusal to accept the title to and conveyance of the Property, in which case either Buyer or Seller shall have the right, in their respective sole and absolute discretion,to cancel the Escrow and terminate this Agreement upon ten(10) calendar days'Notice to the other Party and Escrow Agent. 3.4.5 Disapproval of Encumbrances Securing Seller Obligations. Notwithstanding any other provision of this Agreement, Buyer disapproves any and all encumbrances against the Property securing monetary(other than non-delinquent property taxes) obligations of Seller. 3.4.6 No Termination Liability. Any termination of this Agreement or cancellation of the Escrow pursuant to this Section 3.4 shall be without liability to the other Party or any other Person. Termination shall be accomplished by delivery of a Notice of termination to both the other Party and the Escrow Agent at least ten (10) calendar days prior to the termination date. Following issuance of a Notice of termination of this Agreement pursuant to a right provided under this Agreement,the Parties and the Escrow Agent shall proceed pursuant to Section 4.13. Once a Notice of termination is given pursuant to this Section 3.4, delivery of a Title Notice or Title Notice Waiver shall have no force or effect and this Agreement shall terminate in accordance with the Notice of termination. 3.5 Due Diligence Investigations. 3.5.1 Time and Expense. Buyer shall complete all Due Diligence Investigations within the Due Diligence Period and shall conduct all Due Diligence Investigations at Buyer's sole cost and expense. 3.5.2 Right to Enter. As of the Effective Date, Seller licenses, permits and authorizes Buyer to enter the Property for the purpose of conducting Due Diligence Investigations. The license given by Seller in this Section 3.5 to conduct Due Diligence Investigations shall terminate with the termination of this Agreement. Any Due Diligence Investigations by Buyer shall not unreasonably disrupt any then existing use or occupancy of the Property. Buyer's exercise of the license provided pursuant to this Section 3.5 after expiration of the Due Diligence Period shall not extend the Due Diligence Period. -12- 24347.00801\30654673 6 12-24347.00801\30654673.6 3.5.3 Limitations. Buyer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, without Seller's prior written consent. Buyer shall pay all of Buyer's vendors, inspectors, surveyors, consultants or agents engaged in any inspection or testing of the Property, such that no mechanics liens or similar liens for work performed are imposed upon the Property by any such Person. Following the conduct of any Due Diligence Investigations on the Property, Buyer shall restore the Property to substantially the Property's condition prior to the conduct of such Due Diligence Investigations. Buyer shall Indemnify Seller against any and all Claims arising from or relating to Buyer's Due Diligence Investigations regarding the Property. Buyer shall provide Seller with evidence of commercial general liability insurance acceptable to Seller prior to the commencement of any Due Diligence Investigations on the Property. 3.5.4 Right to Inspect Leases. The Property is currently occupied by tenants known as Los Angeles Cellular Company (AT&T), individual self-storage leases managed by Braun Property Management, and City of Arcadia rooftop CCTV cameras and equipment. During the Due Diligence Period the Buyer shall have the right to inspect and review all existing leases for the Property. 3.5.5 Due Diligence Completion Notice. Buyer shall deliver a Due Diligence Completion Notice to Seller prior to the end of the Due Diligence Period. If Buyer does not unconditionally accept the condition of the Property by delivery of its Due Diligence Completion Notice indicating such acceptance, prior to the end of the Due Diligence Period, Buyer shall be deemed to have rejected the condition of the Property and refused to accept conveyance of title to the Property. If the condition of the Property is rejected or deemed rejected by Buyer, then either Seller or Buyer shall have the right to cancel the Escrow and terminate this Agreement, in their respective sole and absolute discretion, without liability to the other Party or any other Person, by delivery of a Notice of termination to the other Party and Escrow Agent, in which case the Parties and Escrow Agent shall proceed pursuant to Section 4.13. 3.6 "AS-IS"Acquisition. The Close of Escrow shall evidence Buyer's unconditional and irrevocable acceptance of the Property in the Property's AS IS, WHERE IS, SUBJECT TO ALL FAULTS CONDITION,AS OF THE CLOSE OF ESCROW,WITHOUT WARRANTY as to character, quality, performance, condition, title, physical condition, soil conditions, the presence or absence of fill, shoring or bluff stability or support, subsurface support, zoning, land use restrictions, the availability or location of utilities or services, the location of any public infrastructure on or off of the Property (active, inactive or abandoned), the suitability of the Property for Buyer's intended use or any other use or the existence or absence of Hazardous Substances affecting the Property and with full knowledge of the physical condition of the Property, the nature of Seller's interest in and use of the Property, all laws applicable to the Property and any and all conditions, covenants, restrictions, encumbrances and all matters of record relating to the Property. The Close of Escrow shall further constitute Buyer's representation and warranty to Seller that: (a) Buyer has had ample opportunity to inspect and evaluate the Property and the feasibility of the uses and activities Buyer is entitled to conduct on the Property; (b)Buyer is experienced in real estate development; (c) Buyer is relying entirely on Buyer's experience, expertise and Buyer's own inspection of the Property in the Property's current state in proceeding with acquisition of the Property; (d) Buyer accepts the Property in the Property's present condition; (e) to the extent that Buyer's own expertise with respect to any -13- 24347.00801\30654673.6 matter regarding the Property is insufficient to enable Buyer to reach an informed conclusion regarding such matter, Buyer has engaged the services of Persons qualified to advise Buyer with respect to such matters; (f) Buyer has received assurances acceptable to Buyer by means independent of Seller or Seller's agents of the truth of all facts material to Buyer's acquisition of the Property; and (g) the Property is being acquired by Buyer as a result of Buyer's own knowledge, inspection and investigation of the Property and not as a result of any representation made by Seller or Seller's agents relating to the condition of the Property, unless such statement or representation is expressly and specifically set forth in this Agreement. Seller hereby expressly and specifically disclaims any express or implied warranties regarding the Property. 3.7 Seller Covenants Regarding Maintenance of the Property. Seller covenants and agrees with the Buyer that between the Effective Date and the date of the Close of Escrow: 3.7.1 No Changes to Agreements. Seller shall not modify or amend any lease or any service contract or other agreement respecting the Property, or enter into any new lease or contract respecting the Property,without the Buyer's prior written approval; 3.7.2 Normal Maintenance. Seller shall maintain the Property in accordance with the same standards Seller has customarily observed in its ownership and management of the Property; 3.7.3 Maintenance of Insurance. Seller shall maintain in force all insurance policies(if any) currently maintained by Seller with respect to the Property; and 3.7.4 No Title Exceptions. Seller shall not cause, permit, allow or suffer any additional exception to the title of the Property. 3.8 Land Use Approvals. 3.8.1 Cooperation. Seller, as owner of the Property, will reasonably cooperate with Buyer regarding Applications or Approvals made by Buyer and required for Buyer's intended use and development of the Property, such as signing development applications that are consistent with the land use and zoning designations for the Property in effect on the Effective Date, as the Property owner. 3.8.2 No Waiver of Discretion. Nothing in the immediately preceding sentence, nor the approval of this Agreement by Seller shall be binding on Seller, Seller's Governing Board,the City, the City Council or any other commission, committee,board or body of the City regarding any Approvals required from such bodies regarding Buyer's use or development of the Property. Nothing in this Agreement,nor any action by Seller with reference to this Agreement or any related documents is intended to be nor shall be deemed to constitute issuance or waiver of any required Seller Approval or City Approval regarding the Property or waiver or exercise of any legislative discretion of Seller or City regarding any Application, Approval or other matter relating to Buyer's intended use or development of the Property. 3.8.3 No Commitment to Development.The Parties agree that nothing in this Agreement is intended to commit the Buyer to completing a particular project or to commit the -14- 24347.00801130654673.6 Seller or City to granting any Approval. Seller's approval of this Agreement does not constitute approval by Seller or City of any development of the Property or of other activity on the Property that would have a direct or reasonably foreseeable indirect environmental impact pursuant to CEQA. (See 14 C.C.R. §§ 15060(c); 15378(b).) Moreover, Buyer's future use or development of the Property is expressly conditioned on CEQA compliance. City shall conduct environmental review in accordance with CEQA prior to taking any discretionary action with regard to any proposed development of the Property. Nothing in this Agreement shall be construed to limit Seller's or City's discretion to consider and adopt any mitigation measure or project alternative, including the alternative of rejecting any proposed development of the Property, as provided in Public Resources Code section 21002. Following completion of the City's environmental review of any proposed development of the Property, the City shall file a notice of such approval as provided in Public Resources Code section 21152. Buyer's purchase of the Property will serve the current needs of the Seller and City. 3.8.4 Future Proposals Subject to Review. Buyer and Seller shall work together to conduct environmental review in accordance with CEQA before City takes action on any plan or entitlement or before the Parties Close of Escrow under this Agreement. The Parties agree and acknowledge that any proposed development of the Property might change as a result of various environmental factors. On or before the Close of Escrow, the scope and location of proposed development and the design of the anticipated improvements might well change to account for needs of Buyer,including changes required by the CEQA process. 3.8.5 Failure to Obtain Entitlements. The Parties agree and acknowledge that, provided Developer has diligently pursued entitlements, the failure to obtain entitlements shall not be a Default under this Agreement. The Parties also agree and acknowledge that Seller's failure to grant any requested entitlements shall be a Default under this Agreement. 3.9 Seller Representations and Warranties. 3.9.1 Defaults. Seller represents and warrants that the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not result in any breach of the terms of, conditions of, or constitute a default under, any instrument or obligation by which Seller is bound, or violate any order, writ, injunction or decree of any court in any litigation to which Seller is a party. 3.9.2 Survival. All the representations and warranties of Seller set forth in this Section 3.9 shall be true upon the Effective Date and shall be deemed to be repeated at and as of Close of Escrow and shall survive Close of Escrow for a time period of one(1)year. 3.9.3 Condemnation. Seller has not received written notice of, and is not aware of, any condemnation, eminent domain or similar action with respect to the Property. 3.9.4 Violations. Seller has not received written notice of,and is not aware of, any violations or alleged violations of (1) any local, State or Federal law, statute, rules or regulations relating to the Property, nor (2) any covenant, conditions, restriction or other document encumbering the Property. -15- 24347.00801\30654673.6 3.9.5 Agreements. Except as disclosed in the Preliminary Report or disclosed or provided for in this Agreement, Seller has not entered into, and Seller is not aware of, any agreements that will be binding against the Property after the Close of Escrow. 4. JOINT ESCROW INSTRUCTIONS 4.1 Opening of Escrow: Escrow Instructions. The purchase and sale of the Property shall take place through the Escrow to be administered by Escrow Agent. Buyer shall cause the Escrow to be opened within five (5) days following Buyer's receipt of Notice of the occurrence of the Effective Date. Escrow Agent shall promptly confirm the Escrow Opening Date in writing to each of the Parties. 4.2 Escrow Instructions. This Section 4 constitutes the joint escrow instructions of the Parties to Escrow Agent for conduct of the Escrow for the purchase and sale of the Property, as contemplated by this Agreement. Buyer and Seller shall sign such further escrow instructions consistent with the provisions of this Agreement as may be reasonably requested by Escrow Agent. In the event of any conflict between the provisions of this Agreement and any further escrow instructions requested by Escrow Agent, the provisions of this Agreement shall control. 4.3 Escrow Agent Authority. Seller and Buyer authorize Escrow Agent to: 4.3.1 Charges. Pay and charge Seller and Buyer for their respective shares of the applicable fees, taxes, charges and costs payable by either Seller or Buyer regarding the Escrow; 4.3.2 Settlement/Closing Statements. Release each Party's Escrow Closing Statement to the other Party; 4.3.3 Document Recording. File any documents delivered for recording through the Escrow with the office of the Recorder of the County for recordation in the official records of the County,pursuant to the joint instructions of the Parties; and 4.3.4 Counterpart Documents. Utilize documents signed by Seller or Buyer in counterparts, including attaching separate signature pages to one original of the same document. 4.4 Buyer's Conditions Precedent to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Buyer,Buyer's obligation to purchase the Property from Seller on the Escrow Closing Date shall be conditioned upon the satisfaction or waiver(waivers must be in writing and signed by Buyer) of each of the following conditions precedent to such purchase on or before the Escrow Closing Date: 4.4.1 Title Policy. Title Company is committed to issue the Buyer Title Policy to Buyer upon payment of Title Company's premium for such policy; 4.4.2 Due Diligence. Buyer timely delivers its Due Diligence Completion Notice to Seller stating Buyer's unconditional acceptance of the condition of the Property, in accordance with Section 3.5; -1 6- 24347.00801130654673.6 4.4.3 Approvals. Buyer has secured all final City Approvals that are required for Buyer's intended use and development of the Property; 4.4.4 CEQA Documents. Adoption, approval or certification of the CEQA Documents for the final City Approvals; 4.4.5 Development Agreement. City and Buyer have entered into a binding Development Agreement pursuant to Government Code Section 65864 et seq. governing the development of the Property; 4.4.6 City Lease. City and Buyer have entered into a binding lease agreement for the City's existing rooftop CCTV cameras and equipment on the Property, provided, however, that the parties may mutually agree to consolidate the City Lease with the Development Agreement; 4.4.7 Seller Escrow Deposits. Seller deposits all of the items into Escrow required by Section 4.8; 4.4.8 Settlement/Closing Statement. Buyer reasonably approves Buyer's Escrow Closing Statement; and 4.4.9 Seller Pre-Closing Obligations. Seller performs all of the material obligations required to be performed by Seller pursuant to this Agreement prior to the Close of Escrow. 4.4.10 Convey Property Free of Right of Possession. Seller shall be in a position to convey the Property free of any possession or right of possession by any person except Buyer and the rights of Tenant; 4.4.11 Tenant Leases. Buyer shall have accepted in writing the Tenant Leases and same shall have been assigned to and assumed by Buyer as of Close of Escrow as evidenced by execution by the Parties and deposit into Escrow of the Assignment and Assumption of Tenant Leases and Deposits, Exhibit C; 4.4.12 Seller shall have,to the Buyer's satisfaction, deposited into Escrow any and all amounts of security deposits, credits, prepayments and all other amounts that maybe due from Seller to Tenant as of the date of Close of Escrow pursuant to the Tenant Leases or any other agreement,written or oral,between Seller and Tenant. 4.5 Seller's Conditions Precedent to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Seller, Seller's obligation to sell the Property to Buyer on the Escrow Closing Date shall be conditioned upon the satisfaction or waiver (waivers must be in writing and signed by Seller) of each of the following conditions precedent to such sale on or before the Escrow Closing Date: 4.5.1 Title. Buyer accepts the state of the title of the Property, in accordance with Section 3.4. -17- 24347.00801130654673.6 4.5.2 Due Diligence. Buyer timely delivers its Due Diligence Completion Notice to Seller stating Buyer's unconditional acceptance of the condition of the Property, in accordance with Section 3.5. 4.5.3 Development Agreement. Buyer and Seller have entered into a binding Development Agreement pursuant to Government Code Section 65864 et seq. governing the development of the Property; 4.5.4 City Lease. City and Buyer have entered into a binding lease agreement for the City's existing rooftop CCTV cameras and equipment on the Property, provided, however, that the parties may mutually agree to consolidate the City Lease with the Development Agreement; 4.5.5 CEQA Documents. Adoption, approval or certification of the CEQA Documents for the final City Approvals, including any development agreement that the Parties might execute,by each applicable Government; 4.5.6 Buyer Escrow Deposits. Buyer deposits all of the items into Escrow required by Section 4.7; 4.5.7 Settlement/Closing Statement. Seller reasonably approves Seller's Escrow Closing Statement; and 4.5.8 Buyer Pre-Closing Obligations. Buyer performs all of the material obligations required to be performed by Buyer pursuant to this Agreement prior to Close of Escrow. 4.5.9 Convey Property Free of Right of Possession. Seller shall be in a position to convey the Property free of any possession or right of possession by any person except Buyer and the rights of Tenant; 4.5.10 Tenant Leases. Buyer shall have accepted in writing the Tenant Leases and same shall have been assigned to and assumed by Buyer as of Close of Escrow as evidenced by execution by the Parties and deposit into Escrow of the Assignment and Assumption of Tenant Leases and Deposits,Exhibit C; 4.5.11 Seller shall have,to the Buyer's satisfaction, deposited into Escrow any and all amounts of security deposits, credits, prepayments and all other amounts that maybe due from Seller to Tenant as of the date of Close of Escrow pursuant to the Tenant Leases or any other agreement,written or oral,between Seller and Tenant. 4.6 Failure of Conditions Not Default. City's failure to enter into a Development Agreement shall not constitute an Escrow Default (or any other type of Default or Event of Default) by Seller under this Agreement. Seller and City retain their independent, sole and absolute discretion with respect to any legislative act or approval. -18- 24347.00801\30654673 6 18-24347.00801\30654673.6 4.7 Buyer's Escrow Deposits. Buyer shall deposit the following items into Escrow and, concurrently,provide a copy of each document submitted into Escrow to Seller, at least one (1)business day prior to the Escrow Closing Date: 4.7.1 Closing Funds. All monetary amounts required to be deposited into Escrow by Buyer under the terms of this Agreement to close the Escrow, all in immediately available funds; 4.7.2 Escrow Closing Statement. The Buyer's Escrow Closing Statement signed by the authorized representative(s)of Buyer; 4.7.3 Other Reasonable Items. Any other money or documents required to be delivered by Buyer under the teris of this Agreement or as otherwise reasonably requested by Escrow Agent or Title Company in order to close the Escrow or comply with applicable Law that have not previously been delivered by Buyer. 4.8 Seller's Escrow Deposits. Seller shall deposit the following items into Escrow and, concurrently,provide a copy of each document (excluding the Seller Deed) deposited into Escrow to Buyer, at least one(1)business day prior to the Escrow Closing Date: 4.8.1 Seller Deed. The Seller Deed signed by the authorized representative(s) of Seller in recordable form; 4.8.2 Escrow Closing Statement. Seller's Escrow Closing Statement signed by the authorized representative(s)of Seller; 4.8.3 FIRPTA Affidavit. A FIRPTA affidavit signed by the authorized representative(s)of Seller, in the form used by the Escrow Agent; 4.8.4 Form 593. A Form 593 signed by the authorized representative(s) of Seller;and 4.8.5 Other Reasonable Items. Any other money or documents required to be delivered by Seller under the terms of this Agreement or as otherwise reasonably requested by Escrow Agent or Title Company in order to close the Escrow or comply with applicable Law that have not been previously delivered by Seller. 4.9 Closing Procedure. Upon Escrow Agent's receipt of written confirmation from both Buyer and Seller that each of their respective conditions precedent to the Close of Escrow are satisfied or waived, Escrow Agent shall close the Escrow by doing all of the following: 4.9.1 Recording and Distribution of Documents. Escrow Agent shall cause the following documents to be filed with the Recorder of the County for recording in the official records of the County regarding the Property in the following order of priority at Close of Escrow: (a)the Seller Deed; and (b) any other documents to be recorded regarding the Property through the Escrow upon the joint instructions of the Parties. At Close of Escrow,Escrow Agent shall deliver conformed copies of all documents filed with the Recorder of the County for recording in the official records of the County through the Escrow to Seller,Buyer and any other -19- 24347.00801\30654673.6 Person designated in the written joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each conformed copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 4.9.1 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow,by providing for recordation of senior interests prior to junior interests,in the order provided in this Section 4.9.1; 4.9.2 Funds. Distribute all funds held by the Escrow Agent pursuant to the Escrow Closing Statements approved in writing by Seller and Buyer. 4.9.3 FIRPTA Affidavit. File the FIRPTA Affidavit with the United States Internal Revenue Service; 4.9.4 Form 593. File the Form 593 with the California Franchise Tax Board; and 4.9.5 Title Policy. Obtain from the Title Company and deliver to Buyer the Buyer Title Policy issued by the Title Company. 4.10 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The Parties may mutually agree to change the Escrow Closing Date by joint written instruction to Escrow Agent. The City Manager is authorized to agree to one or more extensions of the Escrow Closing Date on behalf of Seller up to a maximum time period extension of six (6) months in the aggregate, in the City Manager's sole and absolute discretion. If for any reason (other than a Default or Event of Default by such Party) the Close of Escrow has not occurred on or before the Escrow Closing Date,then any Party not then in Default under this Agreement may cancel the Escrow and terminate this Agreement, without liability to the other Party or any other Person for such cancellation and termination, by delivering Notice of termination to both the other Party and Escrow Agent. Following any such Notice of termination of this Agreement and cancellation of the Escrow, the Parties and Escrow Agent shall proceed pursuant to Section 4.13. Without limiting the right of either Party to cancel the Escrow and terminate this Agreement,pursuant to this Section 4.10,if the Escrow does not close on or before the Escrow Closing Date and neither Party has exercised its contractual right to cancel the Escrow and terminate this Agreement under this Section 4.10 before the first date on which Escrow Agent Notifies both Parties that Escrow is in a position to close in accordance with the terms and conditions of this Agreement, then the Escrow shall close as soon as reasonably possible following the first date on which Escrow Agent Notifies both Parties that Escrow is in a position to close in accordance with the terms and conditions of this Agreement. 4.11 Escrow Costs. Escrow Agent shall Notify Buyer and Seller of the costs to be borne by each of them at the Close of Escrow by delivering an Escrow Closing Statement to both Seller and Buyer at least four (4) Business Days prior to the Escrow Closing Date. Seller shall pay all recording fees, all documentary transfer taxes, one-half of Escrow Agent's charges for conducting the Escrow and the premium charged by the Title Company for the Buyer Title Policy, excluding any endorsements to the coverage of the Buyer Title Policy that may be requested by Buyer. Buyer shall pay one-half of Escrow Agent's charges for conducting the Escrow and the costs of any endorsements to the coverage of the Buyer Title Policy requested by -20- 24347.00801\30654673.6 Buyer. All other charges, fees and taxes levied by each and every Government relative to the conveyance of the Property through the Escrow shall be paid by the applicable Party, as customary in the County. 4.12 Escrow Cancellation Charges. If the Escrow fails to close due to Seller's Default under this Agreement, Seller shall pay all ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company, respectively, if any. If the Escrow fails to close due to Buyer's Default under this Agreement, Buyer shall pay all ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company,respectively, if any. If the Escrow fails to close for any reason other than the Default of either Buyer or Seller, Buyer and Seller shall each pay one-half(1/2) of any ordinary and reasonable Escrow and title order cancellation charges charged by Escrow Agent or Title Company,respectively,if any. 4.13 Escrow Cancellation. If this Agreement is terminated pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement (other than due to an Event of Default by the other Party),the Parties shall do all of the following: 4.13.1 Cancellation Instructions. The Parties shall, within seven (7) Business Days following Escrow Agent's written request, sign any reasonable Escrow cancellation instructions requested by Escrow Agent; 4.13.2 Return of Funds and Documents. Within seven (7) Business Days following receipt by the Parties of a settlement statement of Escrow and title order cancellation charges from Escrow Agent (if any) or within seven (7) Business days following Notice of termination, whichever is earlier: (a)Buyer or Escrow Agent shall return to Seller all documents previously delivered by Seller to Buyer or Escrow Agent,respectively, regarding the Escrow; (b) Seller or Escrow Agent shall return to Buyer all documents previously delivered by Buyer to Seller or Escrow Agent, respectively, regarding the Escrow; (c) Escrow Agent shall, unless otherwise provided in this Agreement, return to Buyer all funds deposited in Escrow by Buyer, less Buyer's share of customary and reasonable Escrow and title order cancellation charges (if any) in accordance with Section 4.12; and (d) Escrow Agent shall, unless otherwise provided in this Agreement, return to Seller all funds deposited in Escrow by Seller, less Seller's share of customary and reasonable Escrow and title order cancellation charges(if any) in accordance with Section 4.12. 4.14 Report to IRS. After the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service under applicable Federal law, if such report is required pursuant to Internal Revenue Code Section 6045(e), Escrow Agent shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on Form 1099-B,W-9 or such other form(s) as maybe specified by the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e). Concurrently with the filing of such reporting form with Internal Revenue Service, Escrow Agent shall deliver a copy of the filed form to both Seller and Buyer. 4.15 Condemnation. If any portion of the Property or any interest in any portion of the Property becomes the subject of any eminent domain proceeding prior to Close of Escrow, -21- 24347.00801130654673.6 including the filing of any notice of intended condemnation or proceedings in the nature of eminent domain, Seller shall give Buyer Notice of such occurrence and Buyer shall have the option, exercisable within ten (10) Business Days after receipt of such Notice from Seller, to either: (a) cancel the Escrow and terminate this Agreement, in which case the Parties and the Escrow Agent shall proceed in accordance with Section 4.13, or (b) continue with this Agreement in accordance with its terms, in which event Seller shall assign to Buyer, at the Close of Escrow, any right of Seller to receive any condemnation award attributable to the Property acquired by Buyer pursuant to this Agreement. 5. EXISTING TENANT LEASES 5.1 Tenant Leases. It is a condition to the Close of Escrow for Buyer's benefit that prior to the Closing Date, Buyer shall have accepted in writing the Tenant Lease; Buyer and Seller shall have executed and deposited into Escrow the Assignment and Assumption of Tenant Lease and Deposits (defined below); and Seller shall have deposited into escrow the original Rent Roll (defined below), original Tenant Lease, and a true and correct copy of the Notices to Tenant(defined below)as provided herein. 5.2 Rent Roll; Tenant Lease. Within ten(10) calendar days following the Effective Date, Seller shall provide to Buyer and Escrow Holder: 5.2.1 Tenant Lease and copies of all documents, agreements and other writings referenced therein affecting the Tenant Lease or the Property or any other information that Buyer may reasonably require of which Seller has possession, custody or control, to determine the credit worthiness of each Tenant; and 5.2.2 A written schedule ("Rent Roll"), which is a full, true and correct rent roll and summary of the Tenant Lease, prepared and certified by Seller as of the Effective Date, and which reflects: (a) the full and accurate name of each possessor or trade name thereof ("Tenant")under the Tenant Lease(b)the address of the improvements and the approximate total square footage occupied by the Tenant; (c) the amount and purpose for any security deposits, prepayments, credits or other amounts due or payable between Seller and each Tenant ("Tenant Deposits"); and (d) the amount of rent and reimbursable expenses paid and to be paid by the Tenant and all applicable increases thereof, and delinquencies, if any. The Rent Roll shall be in substantially the form attached hereto as Exhibit D. 5.3 Acceptance of Tenant Lease; Assignment and Assumption of Tenant Lease and Deposits. Within ten (10)business days following Buyer's receipt of copies of the Tenant Lease and the Rent Roll as provided above, Buyer shall determine, in its sole discretion,whether it rejects or accepts the Tenant Lease and shall provide to Seller and Escrow Holder its written notice of such rejection or acceptance. In the event Buyer rejects the Tenant Lease, then Buyer may terminate this Agreement as provided in Article 3. In the event Buyer accepts the Tenant Lease,then prior to the Close of Escrow, Buyer and Seller shall execute and deposit into Escrow an Assignment and Assumption of Tenant Lease and Deposits in substantially the form attached hereto as Exhibit E ("Assignment and Assumption of Tenant Lease and Deposits") whereby as of Close of Escrow, Seller assigns to Buyer all of Seller's right, title, and interest in and to the -22- 24347.00801\30654673.6 Tenant Lease and any remaining Tenant Deposits and Buyer assumes all of Seller's obligations under the Tenant Lease. 5.4 Notice to Tenants. Prior to Close of Escrow, Seller shall notify the Tenant in writing that Buyer is purchasing the Property from Seller and such notices shall include the anticipated date of Close of Escrow ("Notices to Tenant"). Further, prior to Close of Escrow, Seller shall cooperate with Buyer in an effort to obtain from the Tenants estoppel certificates in a form prepared or reasonably approved by Buyer. 5.5 Deposit Original Tenant Lease. Prior to Close of Escrow, Seller shall deposit into Escrow the original Tenant Lease, which Escrow Holder shall deliver to Buyer upon Close of Escrow. 5.6 Unrecorded Possessory Interests. Seller represents and warrants to Buyer that, except for the Tenant Lease disclosed to Buyer pursuant to this Agreement and the City Lease,to Seller's current actual knowledge, there are no other agreements for occupancy in effect for the Property and no unrecorded possessory interests or unrecorded agreements that would adversely affect Buyer's title to or use of the Property. 6. REMEDIES 6.1 Buyer's right to specific performance and limitation on recovery of damages prior to Close of Escrow. 6.1.1 Election of Remedies. During the continuance of an Event of Default by Seller under this Agreement, Buyer shall be limited to the termination of this Agreement and an action to recover up to a maximum amount of Twenty Five Thousand Dollars ($25,000) of amounts actually paid by Buyer prior to the date of such Event of Default to Third Persons directly related to conducting Due Diligence Investigations regarding the Property, but exclusive of amounts paid or allocated directly or indirectly to internal costs of Buyer or Buyer's employees, members, shareholders, partners, affiliates or employees or agents of any of them. Under no circumstances shall Seller be liable to Buyer under this Agreement for any amount exceeding the amount set forth in this Section 6.1.1, any speculative, consequential, collateral, special, punitive or indirect damages or for any loss of profits suffered or claimed to have been suffered by Buyer. 6.1.2 Waiver of Rights. Seller and Buyer each acknowledge and agree that Seller would not have entered into this Agreement, if Seller were to be liable to Buyer for any monetary damages, monetary recovery or any remedy during the continuance of an Event of Default under this Agreement by Seller, other than specific performance of this Agreement or termination of this Agreement and payment of the amount specified in clause "(2)" of Section 6.1.1. Accordingly, Seller and Buyer agree that the remedies specifically provided for in Section 6.1.1 are reasonable and shall be Buyer's sole and exclusive rights and remedies during the continuance of an Event of Default under this Agreement by Seller. Buyer waives any right to pursue any remedy or damages against Seller arising from or relating to this Agreement other than those specifically provided in Section 6.1.1. -23- 24347.00801\30654673.6 6.1.3 State Civil Code Section 1542 Waiver. Buyer acknowledges the protections of California Civil Code section 1542 regarding the waivers and releases contained in this Section 6.1,which Civil Code section reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 6.1.4 Acknowledgment. By initialing below, Buyer knowingly and voluntarily waives the provisions of California Civil Code section 1542 and all other statutes and judicial decisions (whether state or federal) of similar effect solely regarding the waivers and releases contained in this Section 6.1. a / l Initials of Authorized Buyer Representative(s) 6.1.5 Statement of Intent. California Civil Code section 1542 notwithstanding, it is the intention of Buyer to be bound by the limitations on damages and remedies set forth in this Section 6.1, and Buyer hereby releases any and all claims against Seller for monetary damages, monetary recovery or other legal or equitable relief related to any Event of Default under this Agreement by Seller, except as specifically provided in this Section 6.1, whether or not any such released claims were known or unknown to Buyer as of the effective date. 6.2 Liquidated Damages to Seller. If the Close of Escrow does not occur due to Buyer's Default, then Seller shall retain the Deposit as liquidated damages. The amount of the Deposit is the reasonable estimate by the parties of the damages Seller would suffer from such Default, it being agreed that it is extremely difficult, if not impossible and impracticable, to fix the exact amount of damage that would be incurred by Seller as a result of such Default by Buyer. Upon such a Default by Buyer, Escrow shall be canceled and the Parties shall proceed in accordance with Section 4.13. In addition,if all or any portion of the Deposit has been deposited into Escrow by Buyer, Escrow Agent is hereby irrevocably instructed by Buyer and Seller to disburse the Deposit to Seller as liquidated damages for Buyer's Default under this Agreement and failure to complete the purchase of the Property, pursuant to California Civil Code section 1671 et. seq. 6.3 Legal Actions. Either Party may institute legal action, at law or in equity, to enforce or interpret the rights or obligations of the Parties under this Agreement or recover damages, subject to the provisions of Section 6.1 or Section 6.2, as applicable. 6.4 Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by such Party, at the same or different times, of any other rights or remedies for the same Default or the same rights or remedies for any other Default by the other Party. -24- 24347.00801\30654673.6 7. GENERAL PROVISIONS 7.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference. 7.2 Tax Deferred Exchange. Buyer and Seller shall cooperate with each other in effectuating disposition of the Property as part of a tax deferred exchange, if applicable. The exchanging Party shall indemnify and hold the non-exchanging Party harmless from any liability, damage and additional cost, expense or claim regarding any such exchange. Further, the non-exchanging Party shall not be required to act as a purchaser or seller of any property other than the Property, consistent with the terms and conditions of this Agreement. Notwithstanding any provision of this Agreement to the contrary, including this Section 7.2, any exchange described in this Section 7.2 shall not delay the Close of Escrow for any reason. 7.3 Notices,Demands, and Communications Between the Parties. 7.3.1 Delivery. Any and all Notices submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and sent by messenger for immediate personal delivery, nationally recognized overnight (one Business Day) delivery service (i.e., United Parcel Service, Federal Express, etc.) or by registered or certified United States mail, postage prepaid, return receipt requested, to the address of the recipient Party, as designated in Section 7.3.2. Notices may be sent in the same manner to such other addresses as either Party may from time to time designate by Notice in accordance with this Section 7.3. Notice shall be deemed received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that the Notice is sent by messenger for immediate personal delivery, one Business Day after delivery to a nationally recognized overnight delivery service or three (3) calendar days after the Notice is placed in the United States mail in accordance with this Section 7.3. Any attorney representing a Party may give any Notice on behalf of such Party. 7.3.2 Addresses. The Notice addresses for the Parties, as of the Effective Date, are as follows: To Buyer: Northeast Development Enterprises, LLC c/o Peter Lee,Manager 1828 Lincoln Blvd,Unit#B Santa Monica, CA 90404 With a Copy to: Peter Lee 1828 Lincoln Blvd,Unit#B Santa Monica,CA 90404 -25- 24347.00801\30654673.6 To Seller: Successor Agency to the Redevelopment Agency of the City of Arcadia 240 W. Huntington Drive Post Office Box 60021 Arcadia, CA 91066-6021 Attn: City Manager With Copy to: Best, Best&Krieger, LLP 2855 E. Guasti Rd., Suite 400 Ontario, CA 91761 Attn: Stephen Deitsch, Successor Agency to the Redevelopment Agency of the City of Arcadia Counsel 7.4 Relationship of Parties. The Parties each intend and agree that Seller and Buyer are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture or similar business arrangement, relationship or association between them. 7.5 Warranty Against Payment of Consideration for Agreement. Buyer represents and warrants to Seller that: (a)Buyer has not employed or retained any Person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage,brokerage or contingent fee,excepting bona fide employees of Buyer and Third Persons to whom fees are paid for professional services related to this Agreement; and (b) no gratuities, in the form of entertainment, gifts or otherwise have been or will be given by Buyer or any of Buyer's agents, employees or representatives to any elected or appointed official or employee of Seller in an attempt to secure this Agreement or favorable terms or conditions for this Agreement. Breach of the representations or warranties of this Section 7.5 shall entitle Seller to terminate this Agreement and cancel Escrow (if open) upon seven (7) calendar days' Notice to Buyer and, if the Escrow is open,to Escrow Agent. Upon any such termination of this Agreement,Buyer shall immediately refund any payments made to or on behalf of Buyer by Seller pursuant to this Agreement or otherwise related to the Property, any Approval, any CEQA Document or otherwise,prior to the date of such termination. 7.6 Non-liability of Seller Officials and Employees. No elected official or employee of Seller shall be personally liable to Buyer, or any successor in interest to Buyer,in the event of any Default by Seller under this Agreement or for any amount that may become due to Buyer or to Buyer's successor, or on any obligations under the terms of this Agreement, except to the extent resulting from the negligence or willful misconduct of such elected official or employee. 7.7 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to consecutive calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to Business Days in this Agreement shall mean consecutive Business Days. -26- 24347.00801130654673.6 7.8 Principles of Interpretation. No inference in favor of or against any Party shall be drawn from the fact that such Party has drafted any part of this Agreement. The Parties have both participated substantially in the negotiation, drafting and revision of this Agreement, with advice from legal and other counsel and advisers of their own selection. A word, term or phrase defined in the singular in this Agreement may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which shall govern all language in this Agreement. The words "include" and "including" in this Agreement shall be construed to be followed by the words: "without limitation." Each collective noun in this Agreement shall be interpreted as if followed by the words "(or any part of it)," except where the context clearly requires otherwise. Every reference to a document, including this Agreement, refers to such document, as modified from time to time (excepting any modification that violates this Agreement), and includes all exhibits, schedules, addenda and riders to such document. The word "or" in this Agreement includes the word "and." Every reference to a law, statute, regulation, order, form or similar governmental requirement refers to each such requirement as amended,modified,renumbered, superseded or succeeded, from time to time. 7.9 Governing Law. The procedural and substantive laws of the State shall govern the interpretation and enforcement of this Agreement, without application of conflicts of laws, principles,or statutes. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the County. All legal actions arising from this Agreement shall be filed in the Superior Court of the State in and for the County or in the United States District Court with jurisdiction in the County. 7.10 Unavoidable Delay: Extension of Time of Performance. 7.10.1 Notice. Performance by either Party under this Agreement shall not be deemed or considered to be in Default, where any such Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable Delay shall Notify the other Party: (a) within twenty (20) days after such Party knows of any such Unavoidable Delay; and (b) within twenty (20) days after such Unavoidable Delay ceases to exist. The extension of time for performance under this Agreement resulting from the occurrence of an Unavoidable Delay shall commence on the date of occurrence of the condition causing the Unavoidable Delay. Notice of an Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The Party claiming an extension of time to perform due to an Unavoidable Delay shall exercise reasonable efforts to cure the condition causing the Unavoidable Delay,within a reasonable time. 7.10.2 Assumption of Economic Risks. EACH PARTY EXPRESSLY AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS,OF EITHER PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC ASSUMPTIONS OF EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE OF EACH AND EVERY ONE OF EACH PARTY'S OBLIGATIONS AND COVENANTS ARISING UNDER THIS AGREEMENT. ANYTHING 1N THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, THE PARTIES EXPRESSLY ASSUME THE RISK OF UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES OR MARKET DEMAND OR CONDITIONS AND WAIVE, TO THE GREATEST EXTENT ALLOWED BY -27- 24347.00801\30654673.6 27-24347.00801\30654673.6 LAW, ANY DEFENSE, CLAIM, OR CAUSE OF ACTION BASED IN WHOLE OR IN PART ON ECONOMIC NECESSITY, IMPRACTICABILITY, CHANGED ECONOMIC CIRCUMSTANCES, FRUSTRATION OF PURPOSE, OR SIMILAR THEORIES. THE PARTIES AGREE THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, EITHER OF THE PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET CONDITIONS OR DEMANDS, SHALL NOT OPERATE TO EXCUSE OR DELAY THE STRICT OBSERVANCE OF EACH AND EVERY ONE OF THE OBLIGATIONS, COVENANTS, CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT. THE PARTIES EXPRESSLY ASSUME THE RISK OF SUCH ADVERSE ECONOMIC OR MARKET CHANGES, WHETHER OR NOT FORESEEABLE AS OF THE EFFECTI F - s of Aut orized Initials of Authorized Seller Representative(s) Buyer Representative(s) 7.11 Tax Consequences. Buyer acknowledges and agrees that Buyer shall bear any and all responsibility, liability, costs or expenses connected in any way with any tax consequences experienced by Buyer related to this Agreement. 7.12 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Person other than the Parties and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any Third Person to any Party or give any Third Person any right of subrogation or action over or against any Party. 7.13 Buyer Assumption of Risks of Legal Challenges. Buyer assumes the risk of delays or damages that may result to Buyer from each and every Third Person legal action related to Seller's approval of this Agreement or any associated Approval, even in the event that an error, omission or abuse of discretion by Seller is determined to have occurred. If a Third Person files a legal action regarding Seller's approval of this Agreement or any associated Approval prior to the Close of Escrow, Seller and Buyer shall each have the right to cancel the Escrow and terminate this Agreement,without liability to the other Party or any other Person, in which case the Parties and the Escrow Agent shall proceed in accordance with Section 4.13. Nothing contained in this Section 7.13 is intended to be nor shall be deemed or construed to be an express or implied admission that Seller may be liable to Buyer or any other Person for damages or other relief regarding any alleged or established failure of Seller to comply with any law. Subject to the right of either Party to cancel the Escrow and terminate this Agreement previously provided in this Section 7.13, any legal action that is subject to this Section 7.13 (including any appeal periods and the pendency of any appeals) shall constitute an Unavoidable Delay and the time periods for performance by either Party under this Agreement may be extended pursuant to the provisions of this Agreement regarding Unavoidable Delay. 7.14 Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. -28- 24347.00801\30654673.6 7.15 Time Declared to be of the Essence. As to the performance of any obligation under this Agreement of which time is a component, the performance of such obligation within the time specified is of the essence. 7.16 Entire Agreement. This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Property. 7.17 Waivers and Amendments. All waivers of the provisions of this Agreement must be in writing and signed by the authorized representative(s) of the Party making the waiver. All amendments to this Agreement must be in writing and signed by the authorized representative(s) of both Seller and Buyer. 7.18 Prohibition Against Changes in Ownership. Management. or Control of Buyer or Assignment Prior to Close of Escrow. Buyer acknowledges and agrees that the qualifications and identity of Buyer are of particular importance and concern to Seller. Buyer further acknowledges and agrees that Seller has relied and is relying on the specific qualifications and identity of Buyer in entering into this Agreement and Seller would not have entered into this Agreement, but for the specific qualifications and identity of Buyer. As a consequence, Transfers by Buyer prior to the Close of Escrow are only permitted with the prior written consent of Seller. Buyer represents and warrants to Seller that Buyer has not made and agrees that Buyer will not create or permit to be made or created any Transfer prior to the Close of Escrow, except in accordance with this Section 7.18, either voluntarily, involuntarily or by operation of law. Any Transfer made in contravention of this Section 7.18 shall be voidable at the election of Seller, in Seller's sole and absolute discretion. Buyer acknowledges and agrees that the restrictions on Transfers set forth in this Section 7.18 are reasonable. 7.19 Exhibit List. All of the exhibits attached to this Agreement are as follows: Exhibit A Property Legal Description Exhibit B Buyer Official Action Exhibit C Seller Deed Exhibit D Rent Roll Exhibit E Assignment and Assumption of Tenant Leases 7.20 No Implied Waiver. Failure to insist on any one occasion upon strict compliance with any term, covenant, condition, restriction or agreement contained in this Agreement shall not be deemed a waiver of such term, covenant, condition,restriction or agreement,nor shall any waiver or relinquishment of any rights or powers under this Agreement, at any one time or more times,be deemed a waiver or relinquishment of such right or power at any other time or times. 7.21 City Manager Implementation. Seller shall implement this Agreement through its City Manager. The City Manager is hereby authorized by Seller to enter into agreements and sign documents referenced in this Agreement or reasonably required to implement this Agreement on behalf of Seller, issue approvals, interpretations or waivers and enter into amendments to this Agreement on behalf of Seller, to the extent that any such action does not increase the monetary obligations of Seller by more than Twenty-five Thousand Dollars -29- 24347.00801\30654673.6 29-24347.00801'30654673.6 ($25,000) in the aggregate. All other actions shall require the consideration and approval of the Housing Authority Board, unless expressly provided otherwise by action of the Housing Authority Board. Nothing in this Section 7.21 shall restrict the submission to the Housing Authority Board of any matter within the City Manager's authority under this Section 7.21, in the City Manager's sole and absolute discretion, to obtain the Housing Authority Board's express and specific authorization on such matter. The specific intent of this Section 7.21 is to authorize certain actions on behalf of Seller by the City Manager, but not to require that such actions be taken by the City Manager,without consideration by the Housing Authority Board. 7.22 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between the Parties arising from this Agreement, whether prior to or following expiration or termination of this Agreement, until any such dispute is finally and completely resolved between the Parties, either by written settlement, entry of a non-appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution, indemnity or limitations on damages or remedies shall survive any expiration or termination of this Agreement. 7.23 Counterparts. This Agreement may be signed in multiple counterpart originals each of which is deemed to be an original and all of which shall constitute one agreement. This Agreement includes 31 pages and eight (8) exhibits (each exhibit is incorporated into this Agreement by reference) that constitute the entire understanding and Agreement of the Parties regarding the subject matter of this Agreement. 7.24 Facsimile or Electronic Signatures. Signatures delivered by facsimile or electronically shall be binding as originals upon the Party so signing and delivering; provided, however, that original signature(s) of each Party shall be required for each document to be recorded. [Signatures on following page] -30- 24347.00801\30654673.6 SIGNATURE PAGE TO REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (SELF STORAGE BUILDING/NORTHEAST DEVELOPMENT) IN WITNESS WHEREOF, the Parties have signed and entered into this Agreement by and through the signatures of their respective authorized representative(s)as follow: SELLER: BUYER: The Successor Agency to the Redevelopment Northeast Development Enterprises II,a Agency of the City of Arcadia, a California California Limited Liability Company public body corporate and politic By: //6P710 BY: --AIM Nri Name: p. .7- (-` Dominic Lazz.. ,A to `,, �� City Manager Title: M (A � '" October 16 , 2018 11%' _ _ ( 3 ATTEST: - (-A - By: By4 ? !11 4,160,114iName: Clerk' ( __ `x- Title: APPROVED AS TO FORM: BEST,BEST&KRIEGER LLP By: itl'I^- P i.)-e-i. Step en P. Deitsch City Attorney City of Arcadia -31- 24347.00801\30654673.6 EXHIBIT A TO REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Self Storage Building/Northeast Development) Property Legal Description PARCEL 1: THAT PORTION OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANT 402.20 FEET WEST,FROM THE SOUTHEAST CORNER OF SAID LOT 3;THENCE NORTH PARALLEL WITH THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 305 FEET TO THE MOST SOUTHERLY LINE OF LOT 9 OF TRACT NO.L 3768,AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN SAID RECORDERS OFFICE; THENCE WEST ALONG SAID MOST SOUTHERLY LINE TO THE SOUTHEASTERLY LINE OF MORLAN PLACE (60.00 FEET) AS SHOWN AND DEDICATED ON SAID TRACT NO. 13768; THENCE SOUTHWESTERLY ALONG SAID MORLAN PLACE TO THE NORTHEAST CORNER OF THE LAND AS DESCRIBED IN THE DEED TO F.W. JONAS AND ADELE S. JONAS, RECORDED SEPTEMBER 21,1956 AS INSTRUMENT NO. 1442, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID DEED TO F.W. JONAS AND ADELE S. JONAS AND ITS PRO LONGATION THEREOF TO THE SOUTHERLY LINE OF SAID LOT 3; THENCE EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE INTEREST OF THE CITY OF ARCADIA, IN THE SOUTHERLY 20.00 FEET OF SAID LAND WHICH WAS CONVEYED TO SAID CITY OF ROAD PURPOSES BY DEED RECORDED IN BOOK 24642 PAGE 220 OF OFFICIAL RECORDS OF SAID COUNTY. PARCEL 2: THAT PORTION OF LOT 9 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGES 37 AND 38 OF MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS BOUNDED BY THE FOLLOWING DESCRIBED LINES: BEGINNING AT THE MOST WESTERLY CORNER OF LOT 9 OF SAID TRACT NO. 13768;THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 9,A DISTANCE OF 48.38 FEET MORE OR LESS, TO THE WEST LINE OF THE EAST 402.2 FEET OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER; THENCE NORTH ALONG THE NORTH PROLONGATION OF SAID WEST LINE A DISTANCE 20.21 FEET TO THE SOUTHERLY LINE OF MORLAN PLACE, 60 FEET WIDE, AS EXHIBIT A 24347.00801\30654673.4 SHOWN ON SAID TRACT NO. 13768; THENCE SOUTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID MORLAN PLACE A DISTANCE OF 52.47 FEET TO THE POINT OF BEGINNING. EXHIBIT A 24347.00801\30654673.4 EXHIBIT B TO REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Self Storage Building/Northeast Development) Buyer Official Action CERTIFICATION OF AUTHORITY FOR Northeast Development Enterprises II,LLC The undersigned members of Northeast Development Enterprises II, LLC, a California limited liability company("LLC"), do hereby certify that we are all of the members of the LLC and that there are no other members. We further certify that the following named person(s): , Authorized Agent(s) is/are authorized and empowered for and on behalf of and in the name of the LLC to sign, enter into, make, execute and deliver that certain Real Property Purchase and Sale Agreement and Joint Escrow Instructions (Self-Storage Building/Northeast Development), dated , by and between the Successor Agency to the City of Arcadia Redevelopment Agency, and the LLC ("Agreement"), and all other documents to be made or entered into by the LLC in connection with the transactions contemplated in the Agreement, pursuant to which the LLC may acquire title to that certain real property generally described as 33 W. Huntington Drive (APN 5775-025-901) located in the City of Arcadia, County of Los Angeles, California. The above-named person(s)are also authorized and empowered for and on behalf of and in the name of the LLC to perform the obligations of the LLC set forth in the Agreement and to take all actions that may be considered necessary or convenient to conclude the transactions contemplated in the Agreement and perform the obligations of the LLC pursuant to the Agreement. The authority conferred and certified to in this Certificate shall be considered retroactive and any and all acts authorized in this Certificate that were performed before the execution of this Certificate are approved and ratified. The authority conferred and certified to in this Certificate shall continue in full force and effect until the City of Arcadia shall have received notice in writing from all of the members of the LLC of the revocation of this Certificate. We further certify that: (1) the activities covered by the authorities certified to in this Certificate and the foregoing certifications constitute duly authorized activities of the LLC; (2)these authorities and certifications are now in full force and effect; and (3)there is no provision in any document under which the LLC is organized and/or that governs the LLC's continued existence or operation limiting the power of the undersigned to grant such authority or make the certifications set forth in this Certificate, and that the same are in conformity with the provisions of all such documents. LLC Members: EXHIBIT B 24347 00801\30654673.4 EXHIBIT C TO REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Self Storage Building/Northeast Development) Seller Deed RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: SPACE ABOVE THIS LINE FOR RECORDERS USE GRANT DEED (Self-Storage Building/Northeast Development) The undersigned declares: Documentary Transfer Tax is: $ City of Arcadia [City or County where Property is located] Assessor's Parcel No.: 5775-025-901 ❑ computed on full value of interest or property conveyed, or ❑ computed on full value of liens or encumbrances remaining at time of sale. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, The Successor Agency to the Redevelopment Agency of the City of Arcadia, a California public body corporate and politic ("Grantor"), hereby grants to Northeast Development Enterprises II, a California Limited Liability Company ("Grantee"), that certain real property legally described in Exhibit"1" attached to and by this reference incorporated into this Grant Deed, subject to: 1. Real property taxes and assessments, not delinquent. 2. Covenants, conditions, restrictions, easements, exceptions, reservations, rights, rights-of-way and other matters of record or discoverable by inspection or survey. Dated: 24347.00801\30654673.4 EXHIBIT C EXHIBIT "1" TO GRANT DEED (Self-Storage Building/Northeast Development) Legal Description PARCEL 1: THAT PORTION OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANT 402.20 FEET WEST,FROM THE SOUTHEAST CORNER OF SAID LOT 3;THENCE NORTH PARALLEL WITH THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 305 FEET TO THE MOST SOUTHERLY LINE OF LOT 9 OF TRACT NO.L 3768,AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN SAID RECORDERS OFFICE; THENCE WEST ALONG SAID MOST SOUTHERLY LINE TO THE SOUTHEASTERLY LINE OF MORLAN PLACE (60.00 FEET) AS SHOWN AND DEDICATED ON SAID TRACT NO. 13768; THENCE SOUTHWESTERLY ALONG SAID MORLAN PLACE TO THE NORTHEAST CORNER OF THE LAND AS DESCRIBED IN THE DEED TO F.W. JONAS AND ADELE S. JONAS, RECORDED SEPTEMBER 21,1956 AS INSTRUMENT NO. 1442, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID DEED TO F.W. JONAS AND ADELE S. JONAS AND ITS PRO LONGATION THEREOF TO THE SOUTHERLY LINE OF SAID LOT 3; THENCE EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE INTEREST OF THE CITY OF ARCADIA, IN THE SOUTHERLY 20.00 FEET OF SAID LAND WHICH WAS CONVEYED TO SAID CITY OF ROAD PURPOSES BY DEED RECORDED IN BOOK 24642 PAGE 220 OF OFFICIAL RECORDS OF SAID COUNTY. PARCEL 2: THAT PORTION OF LOT 9 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGES 37 AND 38 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS BOUNDED BY THE FOLLOWING DESCRIBED LINES: BEGINNING AT THE MOST WESTERLY CORNER OF LOT 9 OF SAID TRACT NO. 13768;THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 9, A DISTANCE OF 48.38 FEET MORE OR LESS, TO THE WEST LINE OF THE EAST 402.2 FEET OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER; THENCE NORTH ALONG THE NORTH PROLONGATION OF SAID WEST LINE A DISTANCE 20.21 FEET TO THE SOUTHERLY LINE OF MORLAN PLACE, 60 FEET WIDE, AS SHOWN ON SAID 24347 00801\30654673.4 EXHIBIT 1 TRACT NO. 13768; THENCE SOUTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID MORLAN PLACE A DISTANCE OF 52.47 FEET TO THE POINT OF BEGINNING. 24347.00801\30654673.4 EXHIBIT 1 EXHIBIT "D" TO REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Self Storage Building/Northeast Development) FORM OF RENT ROLL [To be attached following this cover page] 24347.00801\30654673.4 EXHIBIT D RENT ROLL TO: Northeast Development Enterprises II, LLC ("Buyer") FROM: THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a California public body corporate and politic ("Seller") RE: 33-35 W. Huntington Drive ("Property") DATED: NAME OF TENANT: New Cingular Wireless PCS,LLC MAILING ADDRESS: P.O. Box 97061, Redmond, CA 98073 PROPERTY ADDRESS: 33-35 W. Huntington Drive APPROXIMATE TOTAL OF SQUARE FOOTAGE: 400 SF DEPOSITS: SECURITY: $0 OTHER: $0 RENT: RATE PER MONTH: $2,318.54/month DUE ON 1 S`DAY OF EACH MONTH PAID THROUGH (but not including): September 1,2018 EXPENSES: PAID BY LANDLORD: $0 PAID BY TENANT: $0 DELINQUENCIES: AMOUNT: $0 FOR: n/a NAME OF LEASE/ RENTAL AGREEMENT: First Amendment to Building and Roof Space Lease DATE OF LEASE/ RENTAL AGREEMENT: June 17,2013 NAME OF TENANT: Self-Storage Tenant Rent Roll&America West Property Management Contract MAILING ADDRESS: PROPERTY ADDRESS: 33-35 W. Huntington Drive Refer to Exhibit 1 for List of Self-Storage Tenant Rents, Deposits, and Square Footages Refer to Exhibit 2 for America West Property Management Contract 24347.00801\30654673.4 EXHIBIT D Seller hereby represents and warrants to Buyer that: The above is a full, true and correct Rent Roll of all possessors of the Property ("Tenants") as of the Effective Date of that certain Agreement for Purchase and Sale and Joint Escrow Instructions last dated by and between Buyer and Seller; and ii. Seller has delivered to Buyer, concurrent with delivery of this Rent Roll, true, correct and complete copies of all rental applications from existing Tenants, existing leases, rental agreements, including any amendments and modification thereto, and other agreements affecting the Property (collectively, "Tenant Lease"); copies of all documents, agreements and other writings referenced in the Tenant Lease affecting the Tenant Lease or the Property; and all other information that Buyer may reasonably require, of which Seller has custody or control, to determine the credit worthiness of each Tenant. SELLER: By: 24347.00801\30654673.4 EXHIBIT D EXHIBIT "1" TO RENT ROLL (Self-Storage Building/Northeast Development) [To be attached following this cover page] EXHIBIT 1 24347.00801\30654673.4 07/05/2018 3:12 FM FAX 6264477980 ARCADIA STORAGE Z0001/0005 Arcadia Self Storage Thursday Tenant Rent Roll 07/05/18 Arcadia Self Storage Page 1 Tenant Unit Movc-In 8 Security Monthly Pd Thru LC Nacho Account FCOs I- ---- .Rant Agin Number Date C Oo 4J-------' Posit Rent Date Status Balance Owed Current 31-60 Over 60 JENSEN, LANDON 201 12/31/15 0.00 75.00 07/30/18 - ---- _- - _-�- - _-_- FUCILLO, JOSEPH 203 05/21/13 0.00 51.00 07/20/15 0 00 0.00 TIRADO, BOB 204 01/26/18 0.00 60.00 07/25/18 0.00 DENTAL SERV,FRONTI 209 11/20/95 8 15.00 74.00 07/19/18 SUARE7, CHARLIE 211 03/18/11 0.00 90.00 07/11/18 0.00 SUEN 212, KEITH 212 04/09/05 15.00 78.00 07/08/18 0.00 SHIMMIN, LEE 213 03/23/16 0.00 105.00 07/22/18 JONC, MARGARLr 214 0.00 05/15/94 15,00 74.00 07/14/18 0.00 WILLIAMS, PHILIP 215 02/25/15 0.00 90.00 06/24/18 KOEPPEL.,M.0., JOHN 216 10/01/08 15.00 78.00 07/31/18 0.00 90.00 X0.00 MCCARTHY, JANINL 21? 03/05/15 0.00 90.00 06/04/18 1 190.00 10,00 90.00 90,00 HORWITZ, STEVEN 218 08/27/17 0.00 105.00 07/26/18 KOEPPEL,M.D., JOHN 219 10/01/08 0.00 78.06 07/31/18 0 00 0.00 HALL, JEFF R 220 01/31/15 0.00 125.00 06/30/18 125.00 125.00 BJERRUM, RICH 221 10/01/08 8 15.00 108.00 06/30/18 108.00 108.00 REYNOLDS, KAREN 222 12/01/98 110.00 109.00 07/31/18 0.00 HULL, ROUERT 223 03/08/11 0,00 76.00 07/07/18 ARND1, TOM 224 0.00 05/31/06 B 25.00 70.00 07/30/18 0.00 AVILA, TIM 227 09/13/10 B 0.00 126.00 07/12/18 0.00 MIICHELL, ERNESI H 228 03/22/02 15.00 72.00 07/25/18 10.00CR SIMONSEN, ERIC 230 01/21/13 0.00 126.00 0//20/18 0.00 INTERNATIONAL CO., 231 03/16/15 0.00 108.00 09/15/18 2.16.000R JAMES, JARED F. 232 11/28/16 0.00 105.00 07/27/18 0.00 CANO, ABBY 233 05/13/18 0.00 166.00 08/12/18 166.000R SATYAPAN, JENKIJ 234 04/13/1.3 0.00 75.00 07/12/18 0.00 MORA, NANETTE 235 12/15/16 0.00 95,00 07/14/18 0.00 THAN, MAO 236 03/18/15 0.00 51.00 07/17/16 0.00 WONG, LYDIA JUNE 237 09/30/17 0.00 60.00 07/29/18 0.00 DAVILA, WILLIAM 238 03/26/11 B 0.00 25.00 07/25/18 0.00 BUMBAZHAY, AYDYN 240 11/24/17 0.00 60.00 02/23/18 3 340.00 40.00 60.00 60.00 180.00 02/13/1B Liened GIBSON, LINDA 241 01/15/14 0.00 51.00 07/14/18 0.00 CHEMICAL CORP, APA 242 12/09/09 15.00 87.00 08/08/18 87.00CR SAMANIEGO, MARLENE 243 02/23/15 0.00 144.00 07/22/18 0.00 JOYCE, THEODORE M. 244 10/01/08 B 15.00 /8.00 07/31/18 0.00 HORTA, CARLOS 245 01/03/18 0.00 125.00 07/02/18 125.00 125.00 STEIN, BEVERLY 1.46 09/06/06 B 25.00 107.00 07/05/18 0.00 GONZALEZ EXCHANGE 247 02/02/15 0,00 90.00 08/15/18 40.0008 KURNIAWAN, RUDY 249 12/17/03 15.00 102.00 01/16/18 0.00 ANDERSON, KATHLEEN 250 02/06/16 0.00 95.00 07/05/18 0.Q0 YAMAOKA, RON 252 03/10/16 0.00 133.00 07/09/18 0.00 VILLANUEVA, MARK 253 10/25/14 0.00 76.00 07/24/18 0.00 SOLIMAN, M,O., MIC 254 08/15/96 B 15.00 73.00 09/14/18 73.00CR VENTURA, EFRAIN 256 07/27/17 0.00 85.00 07/25/18 0.00 OANZIGER, DOROTHY 25Y 05/02/96 0.00 62.00 08/01/18 0.00 MILES. SUSAN 258 07/25/14 0.00 76.00 06/24/18 76,00 76.00 STEVER, RICK 259 10/09/91 8 15.00 62.00 08/08/18 62.000R QUON, DONALD 260 07/01/90 8 15.00 62.00 09/30/18 124,00CR o" TenanL Rent. Roll Continued On Next Page '*“' EXHIBIT 1 460002/0005 07/05/2018 3:12 PM FAX 6264477980 ARCADIA STORAGE Arcadia Self Storage Thursday Tenant Rent Roll 07/05/18 Arcadia Self Storage Page 2 Tenant Unit Move In B Security Monthly Pd Thru LC Account Fees 1-------Rent Aging.- -----I Name Number Dote C Deposit Rent Oath Status Balance Owed Current 31-60 Over 60 LIF, EUNICE 261 10/31/15 0.00 70.00 07/30/18 0.00 DOBROVODSKY, PAUL 262 01/03/11 B 0.00 72.00 08/02/18 0.00 DOBROVOOSKY, PAUL 253 08/03/04 8 15.00 72.00 08/02/18 0.00 KORULA, JACOB 265 08/17/14 0.00 75.00 07/16/18 0.00 LIN, BRANDON 266 05/04/16 6 0.00 88.00 08/03/18 0.00 DANIELS, SANDERS 267 02/23/17 0.00 85.00 01/22/18 0.00 DEIGADO RENDON, AN 269 09/14/17 0,00 88.00 003/18 0.00 ETTER, JACKSON 270 03/29/92 B 15.00 62.00 07/28/18 0.00 0/0 CAROL G. LIBBY 215 10/01/08 0.00 0.00 10/31/08 0.00 NEUMANN, FRANK A 2/6 12/03/98 B 15.00 82.00 08/02/18 0.00 CHIRIKIAN. DAVID 277 08/11/15 0.00 125.00 07/10/18 0.00 TEIXEIRA, BONNIE 278 01/29/00 0.00 109.00 07/28/18 0.00 CURTIS, JOHN AND C 261 07/19/88 13 15.00 109.00 01/18/18 0.00 DATATECH CORP, DAT 282 01/19/11 0.00 144.00 07/18/18 0.00 KORULA, JACOB 283 05/03/01 15.00 109.00 08/02/18 0.00 ROMO, SHELLY 264 07/06/02 0 15.00 114.00 10/05/18 342.00CR BROWN, LEANDA 285 08/12/16 B 0.00 156.00 07/11/18 0.00 CLARY, PAUL 280 09/21/12 0.00 144,00 07/20/18 0.00 CLARY, CATHERINE 287 02/02/13 0.00 144.00 07/01/18 154.00 10.00 144.00 PEREZ, CARLOS 288 11/27/16 A 0.00 166.00 06/26/18 166.00 166.00 WOW, LYDIA JUNE 289 09/30/17 0,00 90.00 07/29/18 0.00 CANO, ABBY 291 07/12/17 0.00 99.00 08/11/18 99.00CR ROM, PATRICIA 300-8 05/24/10 0.00 58.00 01/23/18 0.00 GAISER, STEVEN 300-C 04/24/16 0.00 69.00 0//23/18 0.00 C/0 CAROL G. LIBBY 300-0 10/01/08 0.00 0.00 10/31/08 0.00 WONG, LYDIA JUNE 301 01/30/11 0.00 72.00 07/29/18 0.00 MEDRANO. [RICA 302 02/10/17 0.00 60.00 07/09/18 0.00 LAACHFOUBI, KARIM 303 08/07/15 6 0.00 72.00 07/05/18 0.00 SALAZAR, ANGEL 304 06/17/17 0.00 60.00 07/16/18 0.00 SAINT, CHUCK 305 06/19/14 0.00 54.00 07/18/18 0.00 ANDREWS, JANET 306 08/27/15 8 0,00 144,00 07/26/18 0.00 CAW, ABBY 308 0/115/15 8 0.00 156.00 08/14/18 156,00CR HELMS, HANRAHAN & 309 11/01/08 B 15.00 99.00 07/31/18 0.00 KAMIN, GEORCE 310 04/11/14 8 0.00 120.00 07/10/18 0.00 STEVER, RICK 311 02/17/94 B 15.00 109.00 07/16/18 0.00 YICK, CHRIS1INE 312 08/12/11 0.00 166.00 07/11/18 0.00 KONE, JOHN R 314 12/26/95 15.00 109.00 07/27/18 0.00 WORTMAN, RICHARD 315 10/28/01 15.00 87.00 07/21/18 0.00 FUENTES. JOSEPH PA 316 01/14/10 0,00 8/.00 0//13/18 0.00 C/O CAROL C. LIBBY 317 10/01/08 0.00 0.00 10/31/08 0.00 WICtIERT, DOUGLAS 318 08/29/14 0.00 108.00 07/28/18 0.00 GLAZE, MARI 319 12/19/04 R 15.00 87.00 07/18/16 0.00 KURTZ, HAROLD 320 12/09/99 15.00 82.00 07/08/18 0.00 HOFFMAN, GLORIA A 321 11/25/99 8 15.00 62.00 09/24/18 124.00CR JONES, BRUCE 323 10/02/15 0.00 105.00 09/01/18 105.00CR C/O CAROL G. LIBBY 324 10/01/OH 0.00 0.00 10/31/08 0.00 JONES, BRUCE 325 10/02/15 0.00 105.00 09/01/18 105,00CR JONES, BRUCE 327 10/30/92 15.00 79.00 08/29/18 79.00CR "* Tenant. Rent Roll Continued On Next Page "A EXHIBIT 1 07/05/2018 3:12 PM FAX 8264477980 ARCADIA STORAGE Q0003/0005 Arcadia Self Storage Tenant Rent Roll Thursday Arcadia Self Storage 0//05/18 3 Page 3 Tenant Unit Move-In B Security Monthly Pd Thru LC NameAccount. Fees I Rent Aging- -----1 -- ----- ---- --- Num6er Date C Deposit Rent Date Status Balance Owed Current 31-60 Over GO FORMAN, LYNN 328 07/02/02 15.00 87.00 08/01/18 - -- --- - --- VU. PHIL 329 03/07/15 0.00 108.00 07/06/18 0.00 - - - - LOTL, JEFFRY 332 04/01/13 0.00 60.00 06/30/18 0.00 FU, ARLENE 333 09/26/16 R 0.00 60.00 08/25/18 60.00CR 0.00 6U.00 DOLAN, JOHN 335 05/16/15 0.00 51,00 07/15/18 0.00 WORTMAN, RICtARD 336 06/10/18 0.00 60.00 07/09/18 0.00 EARHART, AMELIA 338 05/06/94 15.00 51.00 01/05/18 GUERRERO. VICTORIA 339 04/01/06 25.00 56.00 07/31/19 0 00 0.00 /MIN.. TANYA/JOSE 340 04/29/11 B 0.00 66.00 07/28/19 0.00 CIACCIO, LISA 341 07/05/15 B 0.00 75.00 08/04/18 0.00 WIJAYA, LIZA 345 10/15/15 0.00 95,00 07/14/18 0.00 GREY, GRAYDON 346 07/24/93 15.00 51.00 07/23/18 0.00 HARDY, ASIA 350 06/12/11 0.00 60.00 07/11/18 10.00 10.00 ARC.H.S.BAND/KEVIN 352 10/30/08 0.00 0.06 11/29/08 0.00 FRUCTUOSO, TERESA 355 02/27/99 15,00 69.00 07/26/18 0.00 ROYER, JOANNE 356 06/29/16 B 0.00 60.00 07/28/18 0.00 IEONI, JOSEPH 359 10/18/13 0.00 51.00 O//17/18 0.00 CLARKE, MARY ANN 360 05/19/16 0.00 72.00 07/18/18 0.00 CANO, ABBY 361 09/07/16 0.00 95.00 08/06/18 95.000R MARION, LAURA 363 02/18/05 B 15.00 87.00 09/17/18 174.000R TAROY, MOSES 366 08/24/15 0.00 60.00 08/23/17 3 110.00 50.00 60.00 60.00 540.00 10/13/17 Lienod MERIO, GENA 368 02/17/13 0.00 76,00 07/16/18 0.00 OUBOIS-FELSMANN, G 369 02/08/92 8 15.00 65.00 08/07/18 65.00CR ADAMS, BOB 370 03/14/15 0.00 76.00 07/13/18 0.00 PEPE. ROBERT 372 01/17/18 0.00 85.00 08/16/18 85.000R ADAMS, 608 3/4 03/30/15 0,00 87.00 07/29/18 0.00 SOWELL, JOHN 375 09/15/05 25,00 82.00 06/18/18 1 82.00 10.00 72.00 TOMLIN, SUSANNAH 376 03/16/14 0.00 101.00 07/15/18 0.00 0U80IS-1.EL5MANN, 6 377 01/31/9/ 8 15.00 58.00 07/30/18 0.00 LOPEZ, SANDY 378 02/19/12 H 0.00 87.00 10/18/17 3 833.00 50.00 87.00 87.00 609.00 12/08/17 Liened KAMIN, GEORGE 380 03/11/14 8 0.00 83.00 06/10/18 1 93.00 10.00 83.00 KAMIN, GEORGE 381 03/11/14 B 0.00 83.00 06/10/18 1 103.00 20.00 83.00 MOLONEY, NANCY 382 11/13/93 15.00 82.00 08/12/18 82.00CR GORDON, M.O., L. S 383 10/01/08 0.00 75.00 07/31/18 0.00 ARC.H.S.6AND/KEVIN 384 10/30/08 0.00 0.00 11/29/08 0.00 ANDERSON. KEITH 385 10/01/08 6 15.00 63.00 06/30/18 63.00 63.00 ANDERSON, KEITH 386 10/01/08 0 0.00 63.00 07/31/18 0.00 MOLONEY, NANCY 387 04/23/04 8 15.00 8/.00 08/22/18 87.00CR ALEXANDER, JESSICA 390 04/02/16 8 0.00 125.00 05/15/18 3 320.00 125.00 125.00 70.00 05/23/17 Liened NEUMANN, FRANK A 391 12/11/98 B 15.00 87.00 08/10/18 87.00CR MIICHELL, KEVIN 393 03/07/03 6 15.00 87.00 07/06/18 10.00 10.00 GORDON, M.O., L. S 394 10/01/08 0.00 75.00 07/31/18 0.00 6HUVA, RAJIV 395 05/11/11 8 0.00 75.00 11/10/18 300.00CR JACOBS, DAVID 1 396 02/20/05 102.00 87.00 08/19/18 87.00CR THOMPSON, JEAN 397 12/28/12 B 0.00 76.00 07/27/18 0.00 -- x14' Tenant Rent Roll Continued On Next Page 'k'x° EXHIBIT 1 07/05/2018 3:12 PM FAX 6264477980 ARCADIA STORAGE X10004/0005 Arcadia Self Storage Tenant Rent Roll Tt vrsday Arcadia Self Storago 07/05/14 Page 4 Tenant Unit hove-In B Security Monthly Pd Thru Name Numlx:r LC Account Fees I-------Rent Aging.-----.I4ate C Deposit Ren, Date Status Balance Owed -_ . ____- _---. .__ ed Current 31 6Q Over 60 caNrRERns, ENRIQuc 39$ 04/01/17 ______ ____ _ / 25.00 85.00 06/30/18 - " 5.00 '--- _ __ BAUCHIERO, LORRAIN 400 10/01/08 8 15.00 59.00 05/31/18 2 85.00 59.00 BANSkOTA, M.D., NI 401 08/15/96 15.00 59.00 07/14/18 1`y 8.00 40.00 59.00 59.00 AGUILAR, RODRIGO 403 01/23/17 0.00 TAMADA, THEODORE ( 405 01/02/16 0,00 fi5.00 07/22/1@ 0.00 0.00 195.00 09/01/18 195.0002 AT&T WIRELESS SERV 413 06/01/93 0.00 2251.02 08/03/18 207.59CR DOCHERT'I, MICHELE 415 10/04/16 0.00 105.00 08/03/18 ARCADIA, HTSTORICA 420 02/15/13 0.00 0.00 02/14/13 D 00 7114MCR, MARIANNE 421 07/14/12 0.00 114.00 07/13/18 0.00 0.00 CALDERON, HECTOR 422 06/14/04 15.00 114.00 07/13/18 0.00 IIAIAT, JAMEEL 424 07/09/16 0.00 85.00 07/08/14 CANO, ABBY 425 05/09/16 B 0.00 132.00 08/08/18 O OO WAKEN, JOAN 427 12/1:1/04 B 15.00 108.00 07/12/18 130.000R KOEPPEL,M,O., JOHN 428 01/26/06 25,00 85.00 07/25/18 0.00 / MIRASOL, RAFAEL 429 03/15/15 0.00 90.00 07/14/18 0.00 0.00 BROWN, CAROLVN 431 06/04/16 0.00 115.00 08/03/18 SUING, JAN 432 05/.1/01 15.00 78.00 06/30/18 8.00 78.00 78,00 KAMIN, GEORGE 433 09/12/14 8 0.00 135.00 07/11/18 MERCEDES/BENZ, RUS 434 11/03/15 0.00 0.00 11/02/15 0.00 0.00 ZIMMER, RE5I-CCA 435 02/01/161/16 0.00 95.00 JULIANO, ASHLEY 437 02/08/16 0.00 60.00 07//07/18 31/18 0.00 0.00 ZACH, SALLY 440 12/09/16 0.00 60.00 07/08/18 0'00 ` TAPIA, ALEJANDRO 441 09/27/15 B 0.00 60.00 08/26/18 60.0008 ZIMMER, ROBERT 442 10/01/0A B 15,00 81.00 01/31/18 0.00 DOUGLAS, NATALIA 443 05/01/06 15.00 114.00 01/31/18 0.00 REYES. ROBERTA 444 09/08/97 8 15.00 78.00 07/07/18 0.00 CANO, ABBY 446 06/24/15 8 0.00 139.00 08/23/18 ZIMMER, ROBERT 447 10/01/08 8 0.00 78.00 01/31/18 0.00 130.0008 SANIIANI, WALTER 449 11/09/05 15.00 102.00 07/08/13 0.00 ZIMMER, RO8kRT 451 08/01/12 8 0.00 78.00 07/31/18 0.00 CHAPMAM ATIY. AT L 454 01/19/96 B 15.00 65.00 07/11/18 0.00 WINFSBURG, DIANE 455 01/18/94 B 15.00 65.00 07/17/18 0.00 & ASSOCIATE, RERAN 458 06/01/06 D 25.00 70.00 01/31/19 420.00CR MOSES C/0 STEPHEN 459 02/18/01 8 15.00 69.00 01/17/18 0,00 HURRELL. TOM 460 06/25/05 B 25.00 65.00 06/29/18 55.00 55.00 ORTIZ, LEONARDO 461 12/24/11 0.00 58.00 06/14/18 1 124.00 50.00 58.00 16.00 CANO, ABBY 462 07/01/15 8 0.00 69.00 08/06/18 69.00CR HERNANDEL, ROY 463 06/15/15 0.00 85.00 07/14/18 0.00 COOK, DIANE 465 07/01/11 0.00 71.00 05/31/18 2 182.00 40.00 71.00 71.00 WELCH, BEVERLY 460 09/78/16 0.00 85.00 07/27/18 0.00 MITCHELL, KEVIN 469 09/25/02 8 15.00 65.00 07/24/18 0.00 KESSLFR, KENNETH 470 11/18/17 0.00 85.00 07/17/18 0.00 HALLMAN, KIM 471 08/21/10 60.00 60.00 07/20/18 0.00 HO, LAI YUNG 472 07/13/05 25.00 65.00 07/12/18 0.00 KNIGHT, DAVID 4/3 03/16/18 0.00 75.00 07/15/18 0.90 KNIGHT, DAVID 476 03/16/11 0.00 85.00 07/15/18 0.00 MONTANINO, TAYLOR 477 02/27/16 0.00 60.00 01/05/17 4 1180.00 70.00 60.00 60,00 990.00 02/24/17 Liened ** Tenant, Rent Rol) Continued On Next Page ""* EXHIBIT 1 07/05/2018 3:12 PM FAX 6264477980 ARCADIA STORAGE Z0005/0005 Arcadia Self Storage Thursday Tenant Rent Roll 07/0 /18 Arcadia Self Storage Page 5 Tenant Unit Move-In 8 Security Monthly Pd Ihru LC Account Foes Name Number Date C Deposit Rent Date Status Balance I-------Rent Aging . � • Owed Current 31 60 Over 60 MERCEDES/BENZ, RUS 478 08/27/15 0.00 0.00 08/26/15 ______ MARION, LAURA 460 02/18/05 B 15.00 87.00 09/17/18 174.00CR WELCH, BEVERLY 481 09/23/16 0.00 125.00 07/22/18 0.00 MITCHELL, KEVIN 482 09/23/02 15.00 114.00 07/25/18 10.0008 ARCADIA, PUBLIC LI 463 02/15/13 0.00 0.00 02/14/13 0.00 KAMIN, GEORGE 484 01/11/14 A 166.00 83.00 07/10/18 0.00 KAMIN, GEORGE 485 01/11/14 8 83.00 83.00 07/10/18 0.00 KAMIN, GEORGE 486 01/11/14 8 0.00 83.00 07/10/18 0.00 HANSON, KARIN 487 05/13/05 y 25.00 115.00 12/12/18 575.00CR MERCEDES/BENZ, RUS 488 08/27/15 0.00 0.00 08/26/15 0.00 HILL, ROLAND 489 12/11/04 15.00 114.00 08/10/18 114.00CR HEFFERNAN, JOHN 490 10/14/13 8 0.00 144.00 07/13/18 0.00 LIN, CHI 491 06/17/01 15.00 114.00 07/16/18 0.00 ANDREWS, JANET 492 10/05/16 0.00 166.00 08/04/18 0.00 SMITH, JONATHAN CA 493 04/04/15 0.00 76.00 08/03/18 0.00 TOTALS: 202 Tenants --- 1596.00 19023.02 519.41 420.00 2083.00 628.00 2389.00 *** End Of Tenant Rent Roil *,"7 EXHIBIT 1 EXHIBIT "2" TO RENT ROLL (Self-Storage Building/Northeast Development) [To be attached following this cover page] EXHIBIT 2 24347.00801\30654673.4 MANAGEMENT AGREEMENT THIS AGREEMENT is made as of the Td day of October, 2006 by and between the REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a public agency, whose principal address is 240 W. Huntington Drive, Arcadia, California 91007 (hereinafter referred to as `City") and BRAUN PROPERTY MANAGEMENT, a California corporation, doing business as America West Management, whose principal address is 5901 Encina Rd., Suite C-5, Goleta, California 93117 (hereinafter referred to as `Manager"). RECITALS (a) City is the owner of a self service storage facility commonly known as "Arcadia Self Storage" and located in the City of Arcadia at 35 W. Huntington Drive (`Facility"). The business conducted at the Facility includes the rental of storage units and the provision of related products and services in the same scope and manner as of the Effective Date of this Agreement("Business"). (b) Manager is the former operator of the Business and has significant knowledge and experience in the management and operation of all aspects thereof. (c) City desires to engage Manager as the operator of the Facility and manager of the Business and Manager is willing to provide such services on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree for themselves and their respective successors and assigns, as follows: 1. Purpose of Agreement. City hereby engages Manager as the operator of the Facility and Manager of the Business and Manager agrees that it shall provide the services described herein in a diligent and'professional manner and shall use commercially reasonable efforts to promote the Business and to operate it in an efficient and profitable manner, subject,to the establishment of financial and operational goals and directives by City. 2. Responsibilities of Manager. Subject to the budgeting and approval rights of City as set forth herein, Manager shall be responsible for providing the following services in connection with the operation of the Facility and the management of the Business: (a) Manager shall provide all staff necessary for the operation of the Facility, which staff shall be under the sole and exclusive control of Manager and shall be employees of Manager in accordance with Section 16. Manager shall be responsible for the hiring, training supervision and termination of all such staff; (b) Manager shall provide all services necessary for the management of the Business, including without limitation, setting policies, rules and procedures for the leasing, rental and termination of storage units, collecting deposits and rental payments regarding same, RVBU&GPRICE\703621.3 1 EXHIBIT 2 sale and stocking of any packing materials or other product inventory (if applicable), obtaining liability and property insurance in commercially reasonable amounts acceptable to City and keeping accurate books and records of the revenue and expenses of the Business; (c) Manager shall provide and/or contract for all services necessary for the operation of the Facility, including without limitation, janitorial and security services, maintenance and cleaning of rental units and supervision of all necessary repairs to the Facility; (d) Manager shall provide the financial reports set forth in Section 12; and (e) Manager shall comply with the directives of City for the management and operation of the Facility and the Business, provided that such directives shall be commercially reasonable and in compliance with applicable law. 3. Operating Budget. (a) Within ten (10) days following the Effective Date, Manager shall submit an operating budget to City for its approval ("Budget"). The Budget shall set forth in reasonable detail Manager's estimate of(i) expected revenue from the operation of the Business based on current expectations and historical performance, but adjusted to take into consideration City directives concerning the scope of operation of the Business (such as the removal of certain services or the retention of units in vacant condition); (ii) normal recurring expenses in the operation of the Facility and the Business, including without limitation, staff salaries, benefits and costs, supplies, liability and property insurance premiums, taxes and assessments (but only after consulting City to determine if such taxes and assessments apply to City as a municipality), utilities, advertising and necessary service providers such as security, maintenance or janitorial; and (iii)provision for normal non-recurring expenses such as Facility maintenance and repair. (b) Manager shall submit a new Budget no later than thirty (30) days prior to each anniversary of the Effective Date (or at such interim times as may be necessary due to a material change in the assumptions upon which the Budget is based) for approval by City. Manager shall operate the Business and the Facility consistent with the Budget. Any non- recurring item of expense in excess of$500 or recurring item of expense in excess of$1,000 annually which is not included in the current Budget shall Squire the pre-approval of City, provided, however, that pre-approval of an item shall not be necessary where the same is immediately required by law, or under circumstances which Manager deems to be an emergency, and City pre-approval cannot reasonably be obtained. (c) Manager shall use its best efforts to manage cash flow such that revenue from the operation of the Business will be sufficient to cover all Budgeted expenses and the compensation of Manager set forth in Section 5 below, provided, however, that City shall ultimately be responsible for all costs and expenses of operating the Business and Manager does not guarantee the performance or profit projected in the Budget. In the event that working capital is necessary for the operation of the Business, Manager shall make a written working capital request, which request shall set forth the amount of funds requested together with a supporting schedule showing the anticipated cash flow and revenue shortfall. RVBUSGPRICEV03621.3 2 EXHIBIT 2 4. Authority of Manager. In accordance with carrying out the responsibilities of Manager set forth in Section 2 above, the Manager is specifically authorized as follows: (a) Manager is authorized to collect all rents, security deposits, and other income generated from the Business in the name of City and to maintain an operating bank account to which all rents and other income shall be deposited and from which all bills, expenses and payments are to be made. Manager is authorized to retain rental and other income deposits in the aforementioned operating account and to retain the security deposits in a separate Trustee account; (b) Manager is authorized, when necessary and in accordance with applicable law, to effect the collection of delinquent accounts, to terminate or dispossess tenants from units for non-payment or failure to adhere to rules and policies for the use of the Facility; transfer and dispose of personal property from disposed tenants or which is abandoned and removal of unauthorized persons from the Facility. Manager may employ counsel as directed by.City as a budgetary expense or use City's designated counsel; (c) Manager is authorized to make all necessary disbursement from the operating account for all costs and expenses authorized in the Budget or otherwise pursuant to Section 3(b) in the•administration and operation of the Facility and the Business. In the event that any time there are insufficient funds available in the operating account to pay such expenses, Manager shall immediately make a request for working capital pursuant to Section 3(c);and (d) Manager is authorized to contract with service providers to provide services which have been approved in the Budget or otherwise pursuant to Section 3(b},provided however, that Manager shall not enter into any contract which is not terminable on thirty (30) days written notice without the approval of City. 5. Compensation of Manager. (a) In consideration of the obligations and services of Manager hereunder, Manager shall be entitled to a monthly fee for the operation of the Facility and the management of the Business which is equal to the greater of(i)six percent (6%)of the gross income collected from the operation of the Business; or(ii) Fifteen Hundred Dollars ($1,500.00. Manager shall have the right to deduct said fee from the operating account on or before the 15 of the following month. If there are insufficient funds to pay the monthly fee from the operating account, then City shall pay the shortfall within ten(10) days written notice from Manager; (b) In addition to the monthly fee, Manager shall be entitled to $125.00 per hour for(i)oversight of major rehabilitation projects, including, but not limited to, fire or natural disaster restoration, major damage restoration, re-roofing, pest control tent fumigation, etc., provided, however, that any such project on which Manager shall be entitled to an hourly fee shall be subject to the pre-approval of City; and (ii) any participation by Manager in Court proceedings or for the preparation thereof as requested by counsel for City. Manager will account for time through log entries presented to City along with monthly financial reports, which entries shall be subject to review and approval by City. Following the receipt of approval, Manager may disburse approved fees from the operating account. RVBUSCPRICE\703621.3 3 EXHIBIT 2 (c) Except as set forth herein, Manager shall not be entitled to any compensation for its services hereunder and shall not allocate any overhead or administrative expenses to the Business unless expressly approved in the Budget. 10. Insurance. On City's behalf, Manager shall obtain and maintain public liability, elevator, property insurance, and such other insurance as may be recommended by Manager and approved by City, in such amounts and from such carriers as are approved by the City's risk manager. All such policies shall name City as the primary insured, with Manager and its subsidiaries and affiliates who are performing services under this Agreement as additional insureds. The public liability, elevator, and property insurance must contain a severability of interest clause and coverage for personal injury insurance. A certificate of each policy issued by the carrier shall be delivered promptly to City by Manager. It is understood and agreed that with respect to any insurance provided hereunder and whether covering City's or Manager's interest, the City shall be responsible for the payment of all premiums thereon as part of the Budget. All dividends or return premiums in connection with such insurance shall be paid to the City. 11. Indemnity. (a) City shall indemnity, defend and hold harmless Manager from any Damages(as defined below)arising(i)as a result of the breach of this Agreement by City;or(i) in connection with the performance of Manager's duties and responsibilities hereunder with respect to the Business or occurring at or upon the Facility or elsewhere when Manager is carrying out the provisions of this Agreement or acting under the express or implied directions of the City;except to the extent that such damages or injuries are the result of(x)the negligent acts, omissions or willful misconduct of Manager, its agents or employees; or (y) due to Manager's failure or refusal to comply with or abide by any rule, order determination, ordinance or law of any Federal,State or Municipal Authority. (b) Manager shall indemnity, defend and hold harmless City from any Damages arising as a result of(i)Manager's breach of this Agreement; (ii) any action exceeding the scope of Manager's authority under this Agreement; (iii) any and all taxes, labor claims and liabilities associated with Manager's employees used in connection with the Business; and (iv) the negligent acts, omissions or willful misconduct of Manager, its agents or employees, except to the extent that such damages or injuries are the result of(x) acts or omissions were carried out under the express instructions of City; or (y) due to City's failure or refusal to comply with or abide by any rule,order detemnination,ordinance or law of any Federal or State Authority. (c) Definition of Damages. The term "Damages" shall mean all liabilities, demands, claims, actions or causes of action(including without limitation, actions for personal injury, property damage and wrongful death) regulatory, legislative or judicial proceedings or investigations, assessments, levies, taxes, losses, fines, penalties, damages, costs and expenses, including, without limitation, reasonable attorneys', accountants', investigators', and experts' fees and expenses sustained or incurred in connection with the defense or investigation of any such liability. RVBUSGPRICEt703621.3 4 EXHIBIT 2 (d) Notice;Third Party Claims. (1) Whenever any claim shall arise for indemnification under this Paragraph 11, the party entitled to indemnification("indemnified party") shall promptly notify, in writing, the other party or parties from whom indemnity may be sought under this Paragraph 11 ("indemnifying party"), of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the indemnified party's failure to give such notice shall not affect any rights or remedies of such indemnified party hereunder with respect to indemnification for Damages except to the extent that the indemnifying party is prejudiced thereby. (2) In the event of any claim for indemnification hereunder resulting from or in connection with any claim or Iegal proceeding by a third party, the notice to the indemnifying party shall specify, if known, the amount or any estimate of the amount of the liability arising therefrom. Neither the indemnified party nor any indemnifying party shall settle or compromise any claim by a third party for which the indemnified party is entitled to indemnification hereunder, without the prior written consent of the other party, unless suit shall have been instituted against the indemnified party and the indemnifying party shall not have taken control of such suit after notification thereof as provided hereinafter. (3) Upon receipt of a claim, the indemnifying party shall promptly undertake the defense of the claim with counsel reasonably acceptable to the indemnified party. At its own expense, the indemnified party shall have the right to participate in the defense with counsel of its own choice. If the indemnified party has assumed the defense of any such claim or legal proceeding on account of the indemnifying party's failure or refusal to prosecute such claim or legal proceeding, then all costs and expenses incurred by the indemnified party in connection with such assumption shall constitute Damages. Each party agrees to cooperate fully with the other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the indemnifying party; provided, however, that the indemnifying party will hold the indemnified party harmless from all of its expenses and costs,including attorneys' fees and costs, as and when incurred in connection with such cooperation by the indemnified party. 12. Financial Reports. Manager shall deliver to City, no later than the 156 day of each month,a statement showing all receipts and disbursements reflecting the financial condition of the Business for the immediately preceding month, plus a copy of the general ledger, an accounts receivable breakdown showing all monies past due from tenants and a copy of the bank reconciliation statement. At such time, unless otherwise instructed, Manager shall forward to City the balance in the operating account after all necessary charges have been made and a reasonable reserve has been set aside for payment of anticipated future expenses. A representative of Manager shall inspect the Facility at least once per month and Manager shall furnish City with a quarterly report containing an analysis of such matters as marketing strategies and future repair requirements. 13. Effective Date and Term. This agreement shall become effective on October_, 2006 ("Effective Date") and shall remain in effect for ninety (90) days from the Effective Date. Thereafter, either party shall have the right to terminate this Agreement, whether for cause or otherwise, at any time upon thirty (30)days prior written notice to the other party hereto. RVBUSGPRICE\703621.3 5 EXHIBIT 2 14. Representatives. The designated representative of the City to whom the Manager shall report shall be Don Penman, Deputy Executive Director of Agency. The designated representative of Manager to whom the City shall make all requests regarding the operation of the Business and the Facility shall be Dan Braun. Each party may change their designated representative upon written notice to the other party. 15. Notices. All notices referred to herein, shall be deemed to be sufficiently given if in writing and personally delivered or sent by commercial overnight courier to the City or to the Manager, as the case may be, at their respective business addresses first hereinabove given or at such other address or addresses as either party shall hereafter designate by written notice. 16. Independent Contractor Status. For all purposes, Manager's status under this agreement shall be that of an independent Contractor, and not that of an agent of City. Manager warrants and represents that it has complied with all Federal, state, and local laws regarding business permits and licenses that may be required for it to perform the services hereunder as an independent contractor. Manager shall solely be responsible for deducting or withholding all federal, state and local payroll taxes with respect to all employees of Manager working at the Facility. In accordance with the terms of this agreement and the understanding of the parties, no employee of Manager shall be treated as an employee of City,nor be eligible for,nor entitled to, and shall not participate in, any of City's pension, health, or other fringe benefit plans. Manager will obtain workers' compensation insurance for or on behalf of all employees of Manager working at the Facility and shall furnish proof of such coverage in the form of a copy of the certificate of workers' compensation insurance to City (subject to reimbursement for the cost of such insurance pursuant to the Budget). 17. Miscellaneous. (a) This Agreement contains the entire understanding of the parties and it may not be changed or modified orally but only by written instrument in accordance with the laws in the State of California. (b) This Agreement shall be binding on the parties hereto,their successors and assigns. This agreement shall be construed and interpreted in accordance with the laws in the State of California. (c) If any provision of this Agreement is held to be invalid or unenforceable, such validity or unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by the law. (d) The Manager shall have the right to delegate selected duties on or about the Facility arising out of or in connection with this Agreement to corporate subsidiaries or affiliates which are under the control of Manager. [signature page follows] RVBUS\GPRICE\703621.3 6 EXHIBIT 2 t IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first written above. CITY: REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA,a public agency By: '.1�+'�"i lige& William R. Kelly,Executive Director aily APPROVED AS TO FORM: ii%Job City Attorne 9A11r Glen W. ce,Bes Best&Krieger LLP / . MANAGER: BRAUN PROPERTY MANAGEMENT, a California corporation,dba A i °1 - - EST MANAGEMENT By: .411 ..dill ary ra , resid- t, By: L r= 1 (. C _.. Daniel E.Braun, Secretary RVB U 9GPRICE\703621.3 7 EXHIBIT 2 EXHIBIT "E" TO REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Self Storage Building/Northeast Development) FORM OF ASSIGNMENT AND ASSUMPTION OF TENANT LEASE AND DEPOSITS [To be attached following this cover page] EXHIBIT E 24347 00801\30654673.4 ASSIGNMENT AND ASSUMPTION OF TENANT LEASE AND DEPOSITS This ASSIGNMENT AND ASSUMPTION OF TENANT LEASE AND DEPOSITS ("Assignment") is made by and between THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a California public body, corporate and politic ("Assignor"); and (ii) Northeast Development Enterprises II, LLC ("Assignee"). The parties to this Assignment have executed this Assignment on the dates set forth below next to their respective signatures or the signatures of their authorized representatives. This Assignment shall become effective as of the Close of Escrow, as that term is defined in the Purchase Agreement(defined below). Recitals A. Assignor, as Seller, and Assignee, as Buyer, entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions last dated ("Purchase Agreement") in which Assignor agreed to sell and convey to Assignee all of Assignor's right, title and interest in and to certain real property commonly described as 33 W. Huntington Drive, APN No. 5775-025-901, located in the City of Arcadia("City"), County of Los Angeles, State of California, more particularly described in Exhibit 1 attached to this Assignment and incorporated into this Assignment by this reference ("Property"). All initially-capitalized terms, including, without limitation, the term "Close of Escrow", used in this Assignment as defined terms shall have the same meaning ascribed to them in the Purchase Agreement, unless otherwise provided in this Assignment. B. Assignor represents to Assignee that Assignor previously entered into certain rental agreements/leases affecting the Property (collectively, "Tenant Lease") more particularly described in Exhibit 2 attached to this Assignment and incorporated into this Assignment by this reference. Assignor has accepted and retained security deposits and/or prepaid rent (collectively, "Tenant Deposits") from tenants under the Tenant Lease in the amounts set forth in Exhibit 2. C. Pursuant to the Purchase Agreement, as of Close of Escrow, Assignor has agreed to assign to Assignee all right, title, and interest of Assignor in the Tenant Lease and the remaining Tenant Deposits, and Assignee has agreed to assume all of Assignor's obligations under the Tenant Lease accruing after the Close of Escrow. For good and valuable consideration received, Assignee and Assignor agree as follows: 1. Assignment. As of Close of Escrow, Assignor assigns all of Assignor's right, title, and interest in the Tenant Lease and the remaining Tenant Deposits to Assignee. Assignee reserves all rights to terminate the Tenant Lease pursuant to California Code of Civil Procedure Sections 1265.110 et seq. 2. Notice to Tenants. Following the execution, conveyance and recordation of the Grant Deed pursuant to the Purchase Agreement, Assignee, without waiving any rights it may have under California Code of Civil Procedure Sections 1265.110 et seq., shall give notice to the EXHIBIT E 24347.00801\30654673.4 tenants under the Tenant Leases that Assignee has acquired Assignor's right, title and interest in the Tenant Leases. 3. Assumption. The Assignee assumes all of Assignor's obligations, duties, responsibilities, and liabilities under the Tenant Lease accruing after the Close of Escrow. 4. Assignor's Covenants. Assignor represents, warrants and covenants to Assignee that: (i) the Tenant Lease is in full force and effect; (ii) there are no known defaults of Assignor under the Tenant Lease; and (iii) no known acts or events have occurred which with the passing of time or the giving of notice, or both, could later become defaults of Assignor or any of the Tenants under the Tenant Lease. 5. Indemnity. Assignor shall indemnify, protect, defend and hold harmless Assignee, and Assignee's successors and assigns of interest in the Tenant Lease, from and against any loss, cost or expense, including attorneys' fees and court costs, relating to the Tenant Lease based on events occurring on or before the Close of Escrow. Assignee shall indemnify, protect, defend and hold harmless Assignor from and against any loss, cost or expense, including attorneys' fees and court costs, relating to the Tenant Lease based on events occurring after the Close of Escrow. 6. Successors. This Assignment shall be binding on and inure to the benefit of Assignor and Assignee and their successors and assigns. 7. Severability. If any term or provision of this Assignment shall be held invalid or unenforceable,the remainder of this Assignment shall not be affected. 8. Waivers. No waiver or breach of any covenant or provision of this Assignment by Assignor or Assignee shall be deemed a waiver of any other covenant or provision by Assignor or Assignee, and no waiver shall be valid unless in writing and executed by the waiving party. 9. Construction. Headings of sections in this Assignment are solely for convenience of reference of Assignor and Assignee, are not a part of this Assignment, and shall not be used to interpret this Assignment. The singular form shall include plural and vice versa. This Assignment shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections in this Agreement are to this Assignment. 10. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 11. Amendment. This Assignment may not be amended or altered except by a written instrument executed by all of the parties to this Assignment. EXHIBIT E 24347.00801\30654673.4 12. Further Assurances. Whenever requested to do so by the other party, each party shall execute, acknowledge, and deliver any further conveyances, assignments, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents, and any further instruments or documents that are reasonably necessary, expedient, or proper to complete any conveyances, transfers, sales, and assignments contemplated by this Assignment. In addition, each party shall do any other reasonable acts and execute, acknowledge, and deliver any reasonably requested documents in order to carry out the intent and purpose of this Assignment. 13. Third-Party Rights. Nothing in this Assignment, express or implied, is intended to confer upon any person, other than the parties to this Assignment and their respective successors and assigns, any rights or remedies. 14. Legal Fees. In the event of the bringing of any action or proceeding to enforce or construe any of the provisions of this Assignment, the prevailing party in such action or proceedings, whether by final judgment or out of court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including actual attorney fees. 15. Governing Law. This Assignment shall be governed and construed in accordance with California law. 16. Effective Date. This Assignment shall become effective as of the date of Close of Escrow pursuant to the Purchase Agreement. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date(s) set forth below next to their respective signatures or the signatures of their authorized representatives, below. [Signatures on the following pages] EXHIBIT E 24347.00801\30654673.4 SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF TENANT LEASE AND SECURITY DEPOSITS ASSIGNEE: Date: By: ASSIGNOR: THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a California public body corporate and politic Date: By: ATTEST: Agency Secretary APPROVED AS TO FORM: BEST, BEST& KRIEGER LLP By: Successor Agency Counsel EXHIBIT E 24347 00801\30654673.4 EXHIBIT 1 TO ASSIGNMENT AND ASSUMPTION OF TENANT LEASE AND DEPOSIT Legal Description of Property PARCEL 1: THAT PORTION OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANT 402.20 FEET WEST,FROM THE SOUTHEAST CORNER OF SAID LOT 3;THENCE NORTH PARALLEL WITH THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 305 FEET TO THE MOST SOUTHERLY LINE OF LOT 9 OF TRACT NO.L 3768,AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN SAID RECORDERS OFFICE; THENCE WEST ALONG SAID MOST SOUTHERLY LINE TO THE SOUTHEASTERLY LINE OF MORLAN PLACE (60.00 FEET) AS SHOWN AND DEDICATED ON SAID TRACT NO. 13768; THENCE SOUTHWESTERLY ALONG SAID MORLAN PLACE TO THE NORTHEAST CORNER OF THE LAND AS DESCRIBED IN THE DEED TO F.W. JONAS AND ADELE S. JONAS, RECORDED SEPTEMBER 21,1956 AS INSTRUMENT NO. 1442, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID DEED TO F.W. JONAS AND ADELE S. JONAS AND ITS PRO LONGATION THEREOF TO THE SOUTHERLY LINE OF SAID LOT 3; THENCE EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE INTEREST OF THE CITY OF ARCADIA, IN THE SOUTHERLY 20.00 FEET OF SAID LAND WHICH WAS CONVEYED TO SAID CITY OF ROAD PURPOSES BY DEED RECORDED IN BOOK 24642 PAGE 220 OF OFFICIAL RECORDS OF SAID COUNTY. PARCEL 2: THAT PORTION OF LOT 9 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGES 37 AND 38 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS BOUNDED BY THE FOLLOWING DESCRIBED LINES: BEGINNING AT THE MOST WESTERLY CORNER OF LOT 9 OF SAID TRACT NO. 13768;THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 9,A DISTANCE OF 48.38 FEET MORE OR LESS, TO THE WEST LINE OF THE EAST 402.2 FEET OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER; THENCE NORTH ALONG THE NORTH PROLONGATION OF SAID WEST LINE A DISTANCE 20.21 FEET TO THE SOUTHERLY LINE OF MORLAN PLACE, 60 FEET WIDE, AS SHOWN ON SAID TRACT NO. 13768; THENCE SOUTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID MORLAN PLACE A DISTANCE OF 52.47 FEET TO THE POINT OF BEGINNING. EXHIBIT 1 24347 00801\30654673.4 EXHIBIT 2 TO ASSIGNMENT AND ASSUMPTION OF TENANT LEASE AND DEPOSITS Tenant Lease and Tenant Deposits NAME OF TENANT: New Cingular Wireless PCS,LLC MAILING ADDRESS: P.O. Box 97061,Redmond,CA 98073 PROPERTY ADDRESS: 33-35 W. Huntington Drive APPROXIMATE TOTAL OF SQUARE FOOTAGE: 400 SF DEPOSITS: SECURITY: $0 OTHER: $0 RENT: RATE PER MONTH: $2,318.54/month DUE ON 1st DAY OF EACH MONTH PAID THROUGH (but not including): September 1,2018 EXPENSES: PAID BY LANDLORD: $0 PAID BY TENANT: $0 DELINQUENCIES: AMOUNT: $0 FOR: n/a NAME OF LEASE/ RENTAL AGREEMENT: First Amendment to Building and Roof Space Lease DATE OF LEASE/ RENTAL AGREEMENT: June 17,2013 NAME OF TENANT: Self-Storage Tenant Rent Roll&America West Property Management Contract MAILING ADDRESS: PROPERTY ADDRESS: 33-35 W. Huntington Drive Refer to Exhibit 1 of Exhibit D for List of Self-Storage Tenant Rents, Deposits, and Square Footages Refer to Exhibit 2 of Exhibit D for America West Property Management Contract EXHIBIT 2 24347.00801\30654673.4 AGREEMENT OF SETTLEMENT & RELEASE BETWEEN NEW CINGULAR WIRELESS PCS LLC AND THE CITY OF ARCADIA, CALIFORNIA New Cingular Wireless PCS LLC ("Claimant")the Settlement Class as described below and the City of Arcadia("City) enter into the following Agreement of Settlement and Release ("Agreement")with regard to the Claim described and defined below. WHEREAS,the Claimant and Settlement Class submitted to City a claim dated November 1, 2010 seeking the refund of$145,415.85 in Local Utility User Tax ("Tax"),which Tax had previously been collected by the Claimant from its customers on charges for data services between November 1, 2005 and September 30, 2010, and which Tax previously was remitted by the Claimant to City(the "Claim"); and WHEREAS, City has asserted various defenses to the Claim, including but not limited to an assertion that certain portions of the Claim are outside the one year limitations period for which a refund of Tax is available under the City Municipal Code; and WHEREAS, the Claimant is a party-defendant to the Global Class Action Settlement Agreement approved by the United States District Court for the Northern District of Illinois in Case No. 10-CV02278, pursuant to which the rights of the customers included in the Settlement Class (the"Settlement Class") have been established; and WHEREAS,the Settlement Class includes but is not limited to customers from whom the Tax was collected, which Tax is sought in the Claim; and WHEREAS, the Claimant and City desire to promptly return to the Settlement Class customers the refundable amount of Tax sought in the Claim, and to resolve this matter fully and finally as between the Claimant and City. NOW, THEREFORE,the parties hereto mutually agree: 1 FIRST, the Claimant Settlement Class and City agree that this Agreement shall be final with regard to any liability for Tax sought in the Claim. SECOND, in lieu of an actual refund, City agrees to a credit against future taxes as set forth in the next paragraph. THIRD, City hereby grants a dollar for dollar credit to AT&T and its subsidiaries against future communications service user tax in the amount of$66,535.97 in full satisfaction of any and all obligations with respect to the Claim. In exchange for this credit, the Claimant and Settlement Class agree to release City from any further liability with regard to the Claim. FOURTH,this Agreement sets forth the entire understanding between the Claimant, Settlement Class and City with respect to the subject matter hereof and supersedes any prior negotiations, agreements, understandings or arrangements between them. FIFTH, this Agreement shall be binding upon and inure to the benefit of the Claimant, Settlement Class, and all of their respective former and current officers, employees and directors, and respective successors and assigns. SIXTH, with respect to any claims related to or arising out of the Claim,the Recitals to the Agreement, and/or the Agreement,the Agreeing Parties expressly waive the rights afforded under California Civil Code section 1542,which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 2 The Agreeing Parties represent and warrant that they have had the opportunity to seek and receive the advice of an attorney with respect to the advisability of making the release provided for herein, and the meaning of California Civil Code section 1542 and released rights at law and in equity. Being aware of California Civil Code section 1542, as outlined above, the Parties hereby expressly waive and relinquish any benefits they may have pursuant to Civil Code section 1542, as well as under any other state or federal statutes or common law principles of similar effect. SEVENTH, each of the undersigned represents and warrants that he or she is-fully authorized to execute and deliver this Agreement on behalf of the party and in the capacity identified below. EIGHTH, this Agreement may be signed in one or more counterparts and a facsimile or email transmission of signature shall be the same as an original. NINTH, Class Counsel will request that the United States District Court for the Northern District of Illinois in Case No. 10-CV02278 order that following the distribution procedures set forth in the settlement documents approved in the Global Class Action Settlement Agreement above, in the event that there remain funds that could not be distributed to the Class members or from checks that are not negotiated, such funds will be returned to City. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates shown below. [SIGNATURES ON NEXT PAGE] 3 NEW CINGULAR WIRELESS PCS LLC Date: By: Title: CITY OF ARCADIA, CALIFORNIA Date: 'l ibmccc, -. Zo 2otLf Title: City Manager ACKNOWLEDGMENT OF CONSENT TO AGREEMENT: THE SETTLEMENT CLASS, BY AND THROUGH SETTLEMENT CLASS COUNSEL Date: By: Title: 4