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.
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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
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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
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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
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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:
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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
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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
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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
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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);
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(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
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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
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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.
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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
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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
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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
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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.
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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
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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
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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.
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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;
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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.
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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.
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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
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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
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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,
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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
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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.
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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.
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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
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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.
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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
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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