HomeMy WebLinkAboutResolution No. 12-7312RESOLUTION NO. 12 -7312
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING
AN AMENDMENT TO THE REAL PROPERTY PURCHASE AND SALE AGREEMENT
BETWEEN THE CITY OF DOWNEY AND INDUSTRIAL REALTY GROUP, LLC, A
NEVADA LIMITED LIABILITY COMPANY, DATED NOVEMBER 30, 2003, TO
CLARIFY TERMS OF THE CITY OF DOWNEY'S PROFIT PARTICIPATION RIGHTS
WHEREAS, the City of Downey has considered applications from Mr. Robert A.
Manarino, who is the authorized representative for the Industrial Realty Group, the Applicant, for
approval of an amendment to the Downey Landing Specific Plan, Tentative Parcel Map No.
71543 and Tentative Tract Map No. 71544; and a statutory development agreement, all of which
are related to the proposed development of an approximately 1,516,000 square foot mixed -use
development, known as Tierra Luna Marketplace, on the 77 -acre site at 12214 Lakewood Blvd.;
and
WHEREAS, the City holds certain contractual rights with regard to the 77 acre site at
12214 Lakewood Boulevard pursuant to that certain Real Property Purchase And Sale
Agreement Between The City Of Downey And Industrial Realty Group, LLC, A Nevada Limited
Liability Company Dated November 30, 2003 ( "PSA "); and
WHEREAS, PCCP /IRG DOWNEY, LLC, a Delaware limited liability company
( "PCCP /IRG ") is a successor -in interest to the applicant's rights under the PSA; and
WHEREAS, As set forth in that certain "Amendment to Agreements in Real Property
Purchase and Sale Agreement" ( "PSA Amendment ") attached hereto Attachment 1, PCCP /IRG
has requested amendments to the PSA to reflect (i) PCCP /IRG's status as successor in interest
to the applicant, and (ii) beneficial changes to the City's profit participation rights; and
WHEREAS, the City Council does hereby desire to approve an amendment to the PSA
pursuant to the terms and conditions as set forth in the PSA Amendment
NOW ,THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council finds and determines that the activities contemplated in
the PSA Amendment have no likelihood of causing any environmental impact and are, in any
event, subsumed within the activities studied in the Final Environmental Impact Report for the
proposed development . of the Tierra Luna Marketplace at 12214 Lakewood Blvd. pursuant to the
Amended Downey Landing Specific Plan.
SECTION 2. The City Council DOES HEREBY APPROVE the PSA Amendment,
substantially in the form attached as Attachment 1.
SECTION 3. The City Manager and his authorized designees are hereby authorized to
execute the PSA Amendment.
SECTION 4. If any one of more sections or parts of this Resolution shall be adjudged
unenforceable or invalid, such judgment shall not effect, impair or invalidate the remaining
provisions of this Resolution, it being the intention that the various provisions hereof are
severable.
RESOLUTION NO. 12 -7312
PAGE TWO
SECTION S. Except as expressly provided in this approval, nothing in the PSA
Amendment shall be deemed to waive or modify any other provisions of the PSA.
SECTION 6. The City Clerk shall certify to the adoption of this Resolution.
APPROVED AND ADOPTED this 10`h day of nuary, 2012.
J
ROG C. BROSSMER, Mayor
A [ST-
%- C'- �'
ADRIA M. JIME EZ, CMC
City Clerk
I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of
the City of Downey at a regular meeting held on the 10`h day of January 2012, by the following
votes, to wit:
AYES:
Council Members: Guerra, Marquez, Vasquez, Gafin, Mayor Brossmer
NOES:
Council Member: None
ABSENT:
Council Member: None
ABSTAIN:
Council Member: None
ADRIA M. JIM NEZ, CMC
City Clerk
ATTACHMENT 1
AMENDMENT TO AGREEMENTS IN REAL PROPERTY PURCHASE AND SALE
AGREEMENT
AMENDMENT TO AGREEMENTS IN REAL PROPERTY PURCHASE AND SALE
AGREEMENT
This Amendment to Agreements in Rq Property Purchase and Sale Agreement
(this "Amendment ") is made as of this .[O�— day of A , 2012, by and between THE
CITY OF DOWNEY, a municipal corporation of the Sate of ifomia ( "City ") and PCCP IRG
DOWNEY, LLC, a Delaware limited liability company, as to an undivided 90% interest, and
IRG DOWNEY, LLC, a California limited liability company, as to an undivided 10% interest
collectively "Develgp ').
RECITALS
A. City and Industrial Realty Group, LLC, a Nevada limited liability
company ( "IRG ") (as Seller and Buyer, respectively) entered into a Real Property Purchase and
Sale Agreement, dated on or about November 30, 2003 (the "Original Purchase Agreement"),
pursuant to which City sold to IRG certain real property described therein (the "Property") that
was formerly a part of the NASA Industrial Plant in Downey, California. A true and correct
copy of the Original Purchase Agreement is attached hereto as Exhibit "A" and incorporated
herein by reference.
B. The Original Purchase Agreement contained various rights and obligations
that survived the closing of the sale contemplated by the Original Purchase Agreement.
C. Developer has succeeded to IRG's interest in the Property
D. All defined terms used herein but not herein defined shall have the
meanings ascribed to such terms in the Original Purchase Agreement.
E. City and Developer now desire to enter into this Amendment to amend
some of the rights and obligations specified in the Original Purchase Agreement, all subject and
pursuant to the terms and conditions set forth in this Amendment below. The Original Purchase
Agreement, as amended by this Amendment, is hereinafter referred to as the "Agreement ".
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, City and Developer hereby agree to amend,
modify and/or supplement the Original Purchase Agreement as of the Effective Date as follows:
1. Effective Date. The effective date of this Amendment shall be the date upon
which City and Developer have each executed and delivered an executed counterpart of this
Amendment to the other party (the "Effective Date ").
2. Original Purchase Agreement, Section 11.10. Section 11.10 of the Original
Purchase Agreement is amended to read in full as follows:
"11.10 Profit Participation by City. Upon the sale of the Studio Lot, and each
portion thereof, as defined in Recital E herein, by Developer and/or its successor(s) in interest
62074441147700 vs. 4114770v4
under the Purchase Agreement and/or this Amendment, City shall be entitled to receive, as a
profit participation interest ( "City's Profit Participation") an amount equal to five percent (5 %)
of all "Net Sale Proceeds" over a base price of $100,000,000.00 (the "Base Price "). The Base
Price shall be increased by ten percent (10 %) every five years after the Effective Date of the
Amendment. For purposes of this Section 11.10, "Net Sale Proceeds" shall be defined as the
aggregate sales price(s) for the Studio Lot actually received by Developer, less all brokerage
commissions, legal fees, and title and closing costs related thereto.
If the Studio Property is sold in more than one piece and/or at more than one time, then for
purposes of calculating the City's Profit Participation, the first sale of each portion of the
Property shall be included in the calculation of Net Sale Proceeds, and the total Net Sales
Proceeds shall continue to aggregate until all portions of the Studio Property have been the
subject of a sale at least once. Developer shall pay the City Profit Participation to City
concurrent with each sale of any portion of the Studio Property that yields total Net Sale
Proceeds in excess of the Base Price.
3. Learning Center. City hereby releases Developer from any remaining
obligation(s) (if any) to grant to City the right and option to lease an approximately forty
thousand (40,000) square foot building (Building 290) for the operation of an aeronautical
educational "Learning Center" under Article 11, Section 6 of the Original Purchase Agreement.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken together, shall
constitute one and the same instrument.
5. Governing Law. This Amendment is made under and shall be construed
pursuant to the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the date
and year fast above written.
62074Wl14770v5 vs. 4114770x4
"CITY"
CITY OF DOWNEY,
a Mu 'ci al torp�Ihe ifornia
By:
Name:
"DEVELOPER"
PCCP IRG DOWNEY, LLC,
a Delaware limited liability company
By: PC P LB IR Downey, LLC
Member
By:
Name:
Title:
IRG DOWNEY, LLC,
a Delaware limited liability company
TRG Lt-`
y: ` S L Properties, Inc.
By: �0�
l l
Name: ! f414—
Title:
62074k4I14770v5 vs. 411477ov4
EXHIBIT A
ORIGINAL PURCHASE AGREEMENT
fi?(7341411 &71345 - '���d�9t?v�
REAL PROPERTY PURCHASE AND SALE AGREEMENT
This REAL PROPERTY PURCHASE AND SALE AGREEMENT ( "Agreement ") is
made and entered into as of November 30, 2003 ("Effective Date "), by and between THE CITY
OF DOWNEY, a municipal corporation of the State of California ( "City ") and INDUSTRIAL
REALTY GROUP, LLC, a Nevada limited liability company ( "Developer "). City and
Developer are hereinafter sometimes individually referred to as a "Party" and collectively
referred to as the "Parties."
RECITALS
A. This Agreement addresses Developer's acquisition and future development of a
seventy-seven (77) acre portion of the approximately 160 -acre National Aeronautics and Space
Administration ( "NASA ") Industrial Plant site (the "NASA Site ") which is located in the City of
Downey, California and generally bounded by Lakewood Boulevard, Stewart and Gray Road,
Bellflower Boulevard, Imperial Highway and Clark Avenue. The NASA Site has been used over
a 70 -year period for aircraft manufacture, the invention, testing, and patenting of the chemical
milling process, research, production, and assembly of rockets and missiles, and the design,
production, assembly, and testing of the equipment and materials for the Apollo Space Program
and the Space Shuttle Orbiter program. The NASA Site is composed of 6 separate parcels of
land ( "Parcels 1, 2, 3, 4, 5 and 6" respectively) as shown on the diagram attached hereto as
Exhibit "A."
B. In April 1999, City acquired from the United States of America, acting by and
through the General Services Administration ( "GSA ") and NASA, approximately 66 acres of the
NASA Site, comprised of Parcels 3, 4, 5 and 6 ("Parcels 3, 4, 5 and 6 "), pursuant to that certain
Quitclaim Deed dated April 19, 1999, recorded in the official records of the County of Los
Angeles as Document No. 99.0690588 (the "1999 NASA Quitclaim Deed'). Parcels 3, 4, 5 and
6 are also subject to various agreements beriveen the City and the United States (Collectively, the
"Existing NASA Restrictions "):
C. Developer acknowledges that City is in negotiations ("Negotiations ") with the
United States of America, acting by and through GSA and NASA, to acquire the remaining
approximately 94 -acre portion of the NASA site, comprised of Parcels 1 and 2 ( "Parcels 1 and
2'% pursuant to the California Desert Protection Act {"Act") of 1994, 16 U.S.C. § 410aaa et seq.
Developer acknowledges that upon their transfer to Developer from City, Parcels 1 and 2 shall be
subject to certain reservations, covenants and restrictions relating to the fixture use, remediation
and development of Parcels 1 and 2, some of which will run with the land as set forth in each of
the documents listed below (which are collectively referred to as the "NASA 2003 Transaction
Documents "):
(i) NASA Quitclaim Deed (the "2003 NASA Deed ");
(ii) Transfer Agreement between City and the United States (the "Transfer
Agreement");
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(iii) Environmental Liability Assumption Agreement between the City and
International Risk Assumption Downey, LLC ("IRAD "), an environmental risk management
company (the "Assumption Agreement ");
(iv) Escrow Agent Agreement between. the City, IRAD and an escrow agent to
be determined (the "Escrow Agreement';
"ESA");
(v) Environmental Services Agreement between NASA and the City (the
(vi) Covenant Deferral Request dated December 20, 2001. (the.`:CDW');.. _.
(vii) Memorandum of Agreement Among NASA, the GSA, the California State
Historic Preservation Officer and the City of Downey Regarding Disposal of a Portion of the
NASA Industrial Plant (the "MOA'); and
(viii) Revocable License Agreement between NASA and the City of Downey
dated November 26, 2001 attached hereto as Exhibit "B" (the "License Agreement "). This
License Agreement is intended to expire upon . transfer of Parcels I and 2 to Developer.
The Existing NASA Restrictions, the NASA 2003 Transaction Documents, the Additional
NASA Documents (defined in Section 4.1 herein) and the Superior NASA Documents (defined ._
in Section 9.4.1 herein) are sometimes collectively referred to herein as the "NASA
Documents." On September 15, 2003, the Governor of the State of California approved the
Covenant Deferral Request for the transfer of title to Parcels 1 and 2 of the NASA Site to City in
accordance with 42 U.S.C. Section 9620(h)(3)(C). In addition, the NASA 2003 Transaction
Documents have now been finalized which will effectuate the remediation of Parcels 1 and 2 and
other areas of the NASA Site and City's -purchase of Parcels 1 and 2 from the United States,
through the GSA.
D. NASA has described the environmental condition of Parcels 1 and 2 in the NASA
2002 Transaction Documents and the environmental reports and analyses referenced therein.
City has made available to Developer those certain environmental reports and other documents
described in Exhibit "C" attached hereto (the "Existing Environmental Documents') which
further describe the environmental condition of the NASA site. Trichlorethylene ( "TCE'l,
Perchloroethylene ("PCE"), and other volatile organic compounds have been detected in soils
on, and in groundwater beneath, Parcels 1 and 2. Groundwater monitoring wells have been
installed on Parcels 1 and 2 and sampled quarterly. Since June 2000, NASA (and its agents)
have been conducting an investigation and remediation of such soil and groundwater conditions
on the NASA Site, including Parcels 1 and 2, under the supervision of the - California Regional
Water Quality Control Board - Los Angeles Regional (the "Regional Board'). The Regional
Board has ordered additional investigation and testing of certain areas of concern on the NASA
Site, and further soil and ground water investigation and remediation activities will be required.
E. Developer is proposing the development of an approximately 77 -acre central
portion of the NASA Site (the "Studio Property"), which is composed of an approximately 58-
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acre portion that would be acquired in fee by Developer from City and an approximately 21 -acre
portion that would be ground leased by City to Developer. The general location of the Studio
Property is shown on the "Studio Property Site Map" attached hereto as Exhibit "D ". The
Studio Property consists of (i) the "Acquisition Parcel" which is generally shown on the
"Acquisition Parcel Site Map" attached hereto as Exhibit "E" and legally described on
Exhibit "F" attached hereto,. and (ii) the "Ground Lease Parcel". which is generally shown on
the "Ground Lease Parcel Site Map" attached hereto as Exhibit "G" and legally described on
Exhibit "H" attached hereto. The Acquisition Parcel will be transferred by City to Developer as
two separate legal lots designated as the `Building #6 Lot" and the "Studio Lot" on the
Acquisition Parcel Site Map.
F. Developer's proposed future development of the Acquisition Parcel and the
Ground Lease Parcel involves the demolition of some of the existing Improvements (defined in
Section 2.1.2) located thereon and the construction of a movie studio /film location production
facility (the "Production Facilities "), as well other non - studio /film commercial uses. Developer
has, is or will be processing all discretionary governmental planning, land use, zoning,
development and environmental permits, plans, and approvals which are required for the
development, use and operation of the Studio Property (the "Entitlements'). The Entitlements
include (but are not limited to) the following non - exhaustive list of discretionary government
approvals for the development of the Studio Property (the "City Entitlements':
(i) Downey Landing Specific Plan, dated February 2002, which includes
rezoning and design guidelines) (the "Specific Plan');
(ii) Final Environmental Impact Report, approved by City Council on March
28, 2002 (the "ElW%
(iii) A parcelization of the NASA Site pursuant to Government Code Section
66428(a)(2) for the purposes of creating separate parcels comprising the Acquisition Parcel and
the Ground Lease Parcel and other development areas conforming to the Specific Plan for sale,
lease and financing purposes (the "NASA Site Parcel Map'D;
(iv) A Certificate of Compliance executed by City, in recordable form, in
substantially the form as attached hereto as Exhibit "I" (the "Certificate of Compliance "); and
(v) Any required demolition and building permits and related approvals for
the possible reconfiguration of buildings or improvements in order to provide additional area
which may be included within the Studio Property area (the "Construction Approvals'.
Developer acknowledges that the Entitlements include (and the Studio Property is subject to)
required regulatory approvals and permits from government agencies other than the City of
Downey.
G. The Studio Property shall be developed in accordance with the requirements and
standards set forth in the City Entitlements (as the same are obtained by Developer).
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H. in addition to the transfer of the Studio Property as contemplated hereunder,
City is also presently under contract to sell portions of the NASA Site to Kaiser Permanente,
and Downey Landing for the construction of a hospital and a retail shopping center,
respectively. As part of the overall development plan for the NASA Site, City has required
certain off -site traffic and intersection infrastructure improvements to be made, the costs of
which are to be reimbursed, on a pro -rata basis, by Developer, Kaiser Permanente and
Downey Landing, LLC, all as more fully set forth in Section 11.2.2 herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE 1. ...
SUBJECT OF AGREEMENT AND DEFINITIONS.
1.1 Recitals. The foregoing recitals are hereby incorporated into and made a part
of this Agreement by this reference.
1.2 purpose of Agreement. The purpose of this Agreement is to effectuate the
development of property previously owned by NASA by providing for the purchase and sale
of certain real property situated within the NASA Site. That portion of the NASA Site to be
developed pursuant to this Agreement is defined in Section 1.3.1.
1.3 Definitions.
1.3.1 Studio Property. The "Studio Property" shall mean all that certain
real property set -forth on the Studio Property Site Map attached hereto as Exhibit "D." The
Studio Property will be comprised of both the Acquisition Parcel and the Ground Lease
Parcel to be formed pursuant to this Agreement in compliance with the California
Subdivision Map Act.
1.3.2 City Representatives. "City Representatives," respectively, shall
mean and include all of the respective predecessors, successors, assigns, agents, officials,
employees, members, independent contractors, affiliates, principals, officers, directors,
attorneys, accountants, representatives, staff, council members, board members, and/or
planning commissioners of City.
1.3.3 tyt . "City" shall mean the City of Downey and its City
Representatives, together with any assignee or successor to City's rights, powers and
responsibilities under this Agreement.
1.3.4 Governmental Restrictions. "Governmental Restrictions" shall mean
and include any and all laws, statutes, ordinances, codes, rules, regulations, writs,
injunctions, orders, decrees, rulings, conditions of approval, ofauthorization, now in force or
which may hereafter be in force, of any governmental entity, City or political subdivision.
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1.3.5 Losses and Liabilities. "Losses and Liabilities" shall mean and
include all claims, demands, causes of action, liabilities, losses; damages, judgments,
injuries, expenses (including, without limitation, attorneys' fees and costs incurred by the
indemnified party with respect to legal counsel selected by the indemnifying party and
reasonably acceptable to the indemnified party), charges, penalties or costs of whatsoever
character, nature and kind, whether to property or to person, and whether by direct or
derivative action, known or unknown, suspected or unsuspected, latent or patent, existing or
contingent.
1.3.6 Affiliate. "Affiliate" shall mean any person directly or indirectly,
through one or more intermediaries, controlling, controlled by or under common control with
Developer, which, in the case of a partnership, shall include, each of the constituent partners
thereof. The term "control," as used in the immediately preceding sentence, means, with
respect to a corporation, the right to exercise, directly or indirectly, at least fifty percent
(50 %) of the voting rights attributable to the shares of the controlled corporation and, with
respect to a person that is not a corporation, such as a limited liability company, the
possession directly or indirectly, of the power to direct or cause the direction of the
management or policies of the controlled person, including but not limited to, the manager or
managing member of the limited liability company.
1.3.7 Qualified Financial Institution. "Qualified Financial Institution"
shall mean a bank, savings and loan, pension fund, insurance company or other institutional
entity which is duly established and in the business of financing the size and type of adaptive
reuse contemplated hereunder and which, in the reasonable opinion of City, has a sufficient
net worth and liquidity position to meet the contemplated financing commitment.
1.3.8 Person . "Person" means an individual, corporation, partnership, joint
venture, association, firm, joint stock . company, trust, unincorporated association or other
entity.
1.3.9 Permitted Uses. The phrase "Permitted Uses" shall have the
meaning as set forth in Section 11.1 of this Agreement
ARTICLE 2.
PURCHASE AND SALE OF THE ACOUISITION PARCEL.
2.1 Purchase and Sale of the Acquisition Parcel. City agrees to sell to Developer _
and Developer agrees to purchase from City the Acquisition Parcel, all on the terms,
covenants and conditions set forth in this Agreement. For purposes hereof, the term
"Acquisition Parcel" shall mean and include the Land, Improvements, Personal Property
and Intangible Property, as follows:
2.1.1 Land. The Land as legally described on Exhibit °'F" attached to this
Agreement and made a part hereof, together with all of City's right, title and interest in and to
all easements, utility reservations, mineral rights, rights of way, strips of land, tenements,
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hereditaments, privileges, licenses, appurtenances, reversions, remainders in any way
belonging, remaining or appertaining thereto;
2.1.2 Improvements. The buildings and all other structures and
improvements (collectively, the "Improvements' now situated on the Land including, but
not limited to, fixtures and equipment, elevators, heating, air conditioning, plumbing,
mechanical, electrical, drainage, security, life safety and fire alarm systems, and their
component parts;
2.1.3 Personal Property. All of City's interest in fixtures, furnishings,
equipment, appliances, machinery, tools and other personal property of every kind and
character (collectively "Persona) Property ") owned by City and currently attached to,
located on or used in connection with the ownership, management, maintenance and
operation of the Improvements on the Land, excluding those items set forth on Exhibit "AV'
attached hereto; and
2.1.4 Intan ible Property. Any and all right, title and interest of City in all
leases, contract rights, equipment leases, licenses, warranties, guarantees, assignable permits,
entitlements, tenant lists, advertising material, and other intangible property (collectively
"Intangible Property') pertaining to the Land or the Acquisition Parcel, the Improvements
or the Personal Property or use thereof which in anyway relates to the ownership,
management or operation of the Land or the Acquisition Parcel. _
2.2 Purchase Price. The purchase price (the "Purchase Price) for the Acquisition
Parcel shall be the sum of (a) $12,697,595.00 (based upon 58.3 acres at $5.00 per square
foot), and (b) the product of $5.00 per square foot multiplied by the square footage contained
in the Cut -Out Parcel legally described on Exhibit "J" attached hereto. The Purchase Price
shall be adjusted at Closing based upon the total square footage of the Acquisition Parcel as
finally agreed upon by City and Developer.
2.3 Payment of Purchase Price. The Purchase Price shall be paid to City by,
Developer as follows:
2.3.1 Promptly following expiration of the Review Period (as defined in
Section 4.2), an escrow ("Escrow ") will be opened with First American Title Insurance
Company (the "Title. Company'), by delivery to Title Company of a copy of this Agreement
executed by City and Developer. If Title Company requires any supplemental or additional
instructions, then City and Developer shall promptly provide the same,consistent with the
provisions of this Agreement.
2.3.2 Promptly upon the opening of Escrow, Developer shall'deposit with the
Escrow Agent the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the
"Deposit"). The Deposit shall be placed in an interest-bearing account and all interest accrued
thereon shall become part of the Deposit and shall be payable to the party entitled to receive the
Deposit pursuant to this Agreement. On the Closing Date (as defined in Section 6.1), the ^-
-6-
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Deposit shall be applied against the Purchase Price. In the event Buyer terminates this
Agreement before the expiration of the Review Period, any Deposit paid by Developer to
Escrow shall be returned to Developer along with any interest earned thereon promptly
following such termination
2.3.3 Developer shall pay the balance of the Purchase Price to City in
immediately available funds through the Escrow at the Closing (defined in Section 6.1).
ARTICLE 3.
TITLE.
3.1 Title Policy. City shall convey good and clear record and marketable title to
the Acquisition Parcel, evidencing the Building #6 Lot and the Studio Lot as two separate
legal lots, pursuant to the Certificate of Compliance substantially in the form attached hereto
as Exhibit "I", to Developer by grant deed, subject only to the following exceptions to title
( "Permitted Exceptions "):
3.1.1 A lien to secure payment of real estate taxes and assessments not yet
due and payable;
3.1.2 A reservation in favor of NASA, if any, of oil, gas, hydrocarbon
substances and minerals of every kind and character lying more than 500 feet below the
surface (collectively, the "Mineral Rights'D, together with the right to drill into, through,
and to use and occupy all parts of the Studio Property lying more than 500 feet below the
surface thereof for any and all purposes incidental to the exploration for and production of
oil, gas, hydrocarbon substances or minerals from the Acquisition Parcel; provided, however,
that in no event shall any party with any interest in the Mineral Rights have the right to use
either the surface of the Acquisition Parcel or any portion thereof within 500 feet of the
surface for any purpose or purposes therefore whatsoever,
3.1.3 The CC &Rs to be entered into between City and all owners of the
NASA Site; and
3.1.4 • Such other exceptions to title as may be approved by Developer
Pursuant to the provisions of Section 3.2 below. On the Closing Date (defined in Section
6.1) and as a condition precedent to the Closing of the purchase and sale provided in this
Agreement, the Title Company shall issue to Developer its standard form of (i) ALTA
owner's extended policy of title insurance (the "Owner's Policy'D in the face amount of the
Purchase Price showing title to the Property vested of record in Developer subject only to the
Permitted Exceptions.
3.2 Survey and Title Documents. Within ten (10) days after the full execution of
this Agreement, City shall promptly deliver to Developer copies of any and all surveys in its
possession or control ("Surveys ") covering the Studio Property and all improvements
thereon and a title commitment ( "Title Commitment ") together with legible copies of all
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title exception documents shown thereon covering the Acquisition Parcel (collectively, the
"Title Documents'). Developer's approval of the Title Commitment and the Survey shall be
a condition precedent to Developer's obligation to purchase the Acquisition Parcel. In the
event Developer gives written notice that it disapproves of the Title Commitment or the
Survey, stating the nature of its disapproval ("Disapproval Notice'), on or before the later of
(i) thirty (30) days after receipt of the Survey and the Title Documents, and (ii) expiration of
the Review Period (defined in Section 4.2), City shall proceed with diligence to take all steps
reasonably necessary to remove or correct such items listed in the Disapproval Notice. If
City, after exercising diligence, is unable to remove or correct such items within thirty (30)
days after receipt of the Disapproval Notice, the obligation of Developer to buy and City to
sell the Acquisition Parcel shall terminate, unless Developer waives in- writing-- its — -
disapproval. In the event Developer fails to timely give the Disapproval Notice, the
condition in this Section 3.2 shall be deemed approved.
ARTICLE 4.
PROPERTY INFORMATION/REYMW PERIOD.
4.1 Property Information. City has previously made available to Developer for
its review and approval, the NASA Documents described on Exhibit "K ", attached hereto.
Developer hereby acknowledges and agrees that City has made no warranties, express or
implied, oral or written, with respect to the truth, accuracy or completeness of the NASA
Documents except as otherwise expressly provided in Section 7.1 herein, and any implied _
warranties are hereby waived by Developer. Furthermore, Developer acknowledges that,
many of the documents received by Developer were prepared by third parties other than City,
and in several instances, were prepared prior to City's ownership of the Acquisition Parcel,
that neither City or any City Representatives have made any warranty or representation
regarding the truth accuracy or completeness on any of the documents or the sources thereof, .
and that City has not undertaken any independent investigation as to the truth, accuracy or
completeness of the documents and has provided such documents to Developer solely as an
accommodation to Developer. Upon the Close of Escrow as provided hereunder, City shall,
to the extent assignable, assign to Developer a non - exclusive right to the NASA Documents,
subject to any and all terms, conditions and restrictions set forth in each of the NASA
Documents and/or any other applicable agreements relating to the NASA Documents.
Developer acknowledges and agrees that City has not made and will not make any
warranties, express or implied, oral or written, with respect to its right, title and interest in the
NASA Documents or its right to assign the same to Developer. All of the foregoing
information, including the NASA Documents, is collectively referred to as the "Property
Information."
4.2 Review Period Commencing upon the Developer's receipt of a fully
executed copy of this Agreement and expiring thirty (30) days thereafter (the "Review
Period "), Developer shall have the opportunity to review all legal, title, survey,
environmental and NASA related documents as it deems appropriate to decide whether the
Studio Property is acceptable to Developer, specifically including, but not limited to, the
Specific Plan (the "Legal Review Documents "). All costs and expenses in connection with
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any such review shall be borne solely by Developer. Developer's obligation to purchase the
Acquisition Parcel as herein provided shall be subject to Developer's approval of the Legal
Review Documents in its sole discretion. City shall provide access to the Studio Property to
Developer and Developer's agents and consultants during normal business hours for the
purpose of completing its review during the Review Period. Developer shall indemnify,
defend (by counsel selected by Developer and reasonably acceptable to City) and hold City
harmless from and against all liability, claims, demands, damages or costs, including
reasonable attorneys' fees, arising from or connected with Developer's inspection of the
Studio Property. If before the end of the Review Period Developer sends written notice to
City that the Acquisition Parcel is not acceptable to Developer, the obligation of City to sell
and Developer to buy the Acquisition Parcel shall terminate. If Developer fails to send
written notice to City before the end of the Review Period that the Acquisition Parcel is not
acceptable to Developer, Developer shall be deemed to have decided that the Acquisition
Parcel is acceptable to Developer and Developer shall be obligated to close the transaction as
herein provided.
ARTICLE 5.
CONDITIONS PRECEDENT.
5.1 Conditions Precedent to DeveloRer's Obligation to Close The obligation of
Developer to buy the Acquisition Parcel shall be subject to full satisfaction of the following
conditions precedent:
5.1.1 Title. Approval of the conditions of title and the issuance of the
marked commitment for the Owner's Policy in the form provided in Section 3.1.4 above;
5.1.2 ' Review Period. Approval of the Acquisition Parcel within the Review
Period in accordance with Section 4.2 above;
5.1.3 Representations Warranties and Covenants. The representations,
warranties and covenants of City contained herein.shall be accurate and true in all material
respects on the Closing Date as if made on the Closing Date;
5.1.4 Certificate of Compliance. City has delivered two (2) fully executed
Certificates of Compliance, in recordable form, certifying that the Building #6 Lot and the
Studio Lot, respectively, are separate legal parcels, and the Title Company is willing to
insure that the Building 06 Lot and the Studio Lot are each in full compliance with the
Subdivision Map Act;
5.1.5 Intentionally Deleted;
5.1.6 Lease of the Ground Lease Parcel. City and Developer shall have
entered into a 55 -year ground lease with Developer for the Ground Lease Parcel (the
"Ground Lease'), the terms of which the parties shall finalize during the Review Period. In
connection therewith, City and Developer shall also agree to execute and acknowledge a
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Memorandum of Ground Lease substantially in the form attached hereto as Exhibit "L ".
City and Developer hereby agree to use their best efforts to finalize the Ground Lease and
obtain all necessary governmental approvals required to authorize City's execution of the
Ground Lease as soon as possible after the execution of this Agreement.
5.1.7 Delivery of Documents. City shall have executed and delivered to
Escrow each and all of the documents to be delivered by City pursuant to Section 6.3 herein;
5.1.8 CC &Rs. The form and substance of the CC &Rs, as defined in Section
3.1.3 herein, have been approved by Developer;
S. 1.9 No Defaults. As of the Close of Escrow, City shall not be in material
default of any its obligations under the terms of this Agreement.
5.1.10 No Material Adverse Change. The nonoccurrence of a Material
Adverse Change with respect to the Studio Property following the expiration of the Review
Period and prior to the Closing. For purposes hereof, "Material Adverse Change" shall mean
any material adverse change in the physical condition, Entitlements (or prospects for
Entitlements), new environmental condition, or value having a significant negative impact on
the value of the Studio Property from the facts existing on the expiration of the Review
Period.
5.1.11 Infrastructure Payment Method. Developer and City shall have agreed
upon the Infrastructure Payment Method .required for Developer's payment of Developer's
Infrastructure Payment Contribution, as those terms are defined in Section 11.2.2.
5.2 Conditions Precedent to City's Obligation to Close. The obligation of City to
sell the Acquisition Parcel shall be subject to full satisfaction of the following conditions
precedent:
5.2.1 Delivery of Purchase Price. Developer's timely delivering to Title
Company the Deposit, the balance of the Purchase Price and any other funds required of
Developer hereunder;
5.2.2 City's Acquisition of Title to the Property. City shall acquire fee title
to the portions of Parcels 1 and 2 that constitute the Acquisition Parcel, subject only to the
Permitted Exceptions;
5.2.3 Delivery of Documents. Developer shall have executed and delivered
to Escrow Holder each and all of the documents to be delivered by Developer pursuant to
Section 6.3;
5.2.4 Representations. Warranties and Covenants. The representations,
warranties and covenants of Developer contained herein shall be accurate and true in all
material respects on the Closing Date as if made on the Closing Date; and
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5.2.5 No Defaults. As of the Close of Escrow, Developer shall not be in
material default of any its obligations under the terms of this Agreement.
5.2.6 infrastructure Payment Method. Developer and City shall have agreed
upon the Infrastructure Payment Method required for Developer's payment of Developer's
Infrastructure Payment Contribution, as those terms are defined in Section 11.2.2.
5.3 Failure of a Condition Precedent. Other than as set forth in this Section 5.3
and 7.1.12 herein, in the event that any of the conditions precedent set forth in Section 5.1
and 5.2 have not been satisfied, this Agreement shall terminate and Developer and City shall
have no further rights or obligations hereunder. In such event, either party shall have the
option, but not the obligation, to waive any of their respective conditions precedent without
prejudice to any other rights and remedies that they may have against the other. With respect
to City, the City Manager of the City of Downey, after consultation with the Mayor, at his
discretion, is hereby authorized to approve extensions of time under this Agreement and to.
waive any of City's conditions or requirements to the Close of Escrow as provided and with
respect to Developer, Stuart Lichter and Eric Kaplan.
ARTICLE 6.
CLOSING.
6.1 Closing. The sale and purchase of the Acquisition Parcel provided herein
shall be consummated at a closing ("Closing" or "Close of Escrow ") which shall be held on
the Closing Date at the offices of Title Company, or at such other time and place as City and
Developer may agree upon. As used herein, "Closing Date" means thirty (30) days after the
expiration of the Review Period (defined in Section 4.2) or such earlier or later date as City
and Developer may agree upon, but in no event later than March 1, 2004 (the "Outside
Closing Date "). Notwithstanding the Outstanding Closing Date referenced above, in the
event that the Closing has not occurred by the Outside Closing Date through no fault of
Developer or City, the Closing Date shall be extended for such time as may reasonably be
necessary to resolve the issue(s) preventing the Closing from occurring and City shall use its
best efforts, and shall diligently take such actions as may be reasonably necessary, to
consummate the sale of the Acquisition Parcel to Developer as contemplated herein.
6.2 Closing Costs and Prorations. City shall pay one -half (1/2) of the escrow fees,
all of the recording fees for the deed, the entire premium for the Owner's Policy, all
documentary transfer taxes (if any) and any other costs of City hereunder. Developer shall
pay one -half (1/2) of the escrow fees, all of the premiums for any special title endorsements
requested by Developer, and any other costs of Developer hereunder. City and Developer
shall pay their own attorneys' fees. Security deposits held by City shall be delivered to
Developer by a credit to the Developer's account at the Closing. Rent and other items paid
by tenants shall be prorated as of the Closing Date. Operating expenses and utility charges
shall be prorated as of the Closing Date. Real property taxes (if applicable) shall be prorated
as of the Closing Date based upon the latest tax bill available. Developer and City agree to
prorate as of the Closing Date any taxes assessed against the Property by a supplemental bill
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levied by reason of an event occurring prior to the Closing. It is the intent of the parties that
all property taxes attributable to the period prior to Closing be the responsibility of City and
all property taxes attributable to the period after Closing be the responsibility of Developer.
City shall pay all assessments levied against the Property on or before the Closing Date.
Developer shall pay all assessments levied against the Property after the Closing Date. Any
other costs, expenses or fees of the Escrow not otherwise provided for shall be shared in the
manner customary for real estate transactions in Los Angeles County. All proration as of
the Closing Date shall be made as of 12:01 a.m. on the Closing Date. City shall issue a credit
to Developer at the Closing in an amount equal to the Studio Management Fee, as defined in
Section 11.4.
6.3 Closing_ Deliveries. At Closing, City and Developer shall deliver to each other
such documents as are typical and customary for transactions involving properties of similar
size, type and location as the Acquisition Parcel, and as may be necessary or appropriate to
consummate the transaction contemplated in this Agreement (the "Closing Documents').
The failure of either party to deliver the Closing Documents to the Title Company on or
before the Closing shall be an Event of Default.
6.4 Possession. City shall deliver possession of the Acquisition Parcel and all
keys to the Acquisition Parcel to Developer at the Closing.
ARTICLE 7,
REPRESENTATIONS, WARRANTIES AND COVENANTS. ^"
7.1 Representations Warranties and Covenants by City. Effective as of the date
of this Agreement and as of the Closing Date, City hereby represents, warrants and covenants .
to Developer, and acknowledges that Developer is relying upon such representations,
warranties and covenants in purchasing the Acquisition Parcel, as follows:
7.1.1 City Authority. City is a public body, corporate and politic, exercising
governmental functions and powers and organized and existing under the laws of the State of
California and is fully authorized to execute this Agreement and to fulfill its obligations as
set forth herein.
7.1.2 Property Information. City represents and warrants that to the best of
its knowledge, and without any independent investigation by City, the Property Information
contains no material misstatement of fact or false information; for purposes of this Section
7.1.2, the City's knowledge shall be limited solely to the actual knowledge of Darrell J.
George, Community Development Director, and Gerald M. Caton, City Manager.
7.1.3 Leases . Other than the recorded agreements with NASA (or those
agreements provided to Developer and listed on Exhibit "K"), City is unaware of any leases
affecting the Acquisition Parcel or any parties in possession other than related to the studio
operations.
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71.4 Adverse Claims. City is unaware of any pending or threatened claims
with respect to the Acquisition Parcel that would have any adverse impact on Developer's
ability to develop the Acquisition Parcel for the Permitted Uses.
7.1.5 Zonine. Prior to the Close of Escrow, City shall cooperate in good
faith to insure that the Acquisition Parcel is zoned for the Permitted Uses.
7.1.6 No Viola 'on of Other Ageements. The execution of this Agreement
does not constitute a breach or violation of any other agreement to which the City is a party.
7.1.7 Operation of Studio Property. City shall not amend, terminate or enter
into any lease, rental agreement or contract relating in any way to the Studio Property
without Developer's consent, which consent shall not be unreasonably withheld or delayed.
7.1.8 Litigation. There is no litigation, dispute, action or claim against any
person, whether pending or threatened, which may have a material adverse effect on the
Acquisition Parcel.
7.1.9 No Material Adverse Chanize. City shall not do, commit, allow to. be
done or fail to do anything that would have a material adverse effect on City's title to or the
economic or physical condition of the Studio Property.
7.1.10. Certificate of Compliance. The Certificate of Compliance required for
the sale of the Acquisition Parcel shall have been properly approved and recorded.
7.1.11 Environmental Insurance. City shall cooperate with Developer and
use its best efforts to cause Developer and any present or future lender of Developer to be
added as additional named insureds on any environmental insurance policies arranged by
City and MAD with respect to the NASA Site. This provision shall survive for the entire
period that the .policy(ies) of environmental insurance remain in effect, including any
extensions, renewals or replacements of any such environmental insurance policy(ies).
7.1.12 Best Efforts. Subject to applicable federal, state and local laws,
statutes and regulations, City will exercise good faith and use its best efforts to (i) process on
a timely basis the City Entitlements required for Developer's intended development of the
Studio Property, and (ii) assist Developer in obtaining the other project approvals required by
Developer from other governmental agencies or third parties for Developer's intended
development of the Studio Property. The above Sections 7.1.12(i) and (ii) shall survive the
Closing and the delivery of the Deed for five years from the Closing. City shall also exercise
good faith and use its best efforts to satisfy all of its conditions precedent set forth in Section
5.2 herein which covenant shall terminate at the Closing of the transaction.
7.1.13 Infrastructure Requirements. Other than as set forth in Sections 11.2.2
and 11.2.3 herein, (i) except for subsequent subdivision or parcel map requirements in
connection with an application filed by Developer, City shall not require Developer to install
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or pay for any other off -site infrastructure improvements in connection with Developer's
reuse of the existing buildings located on the Acquisition Parcel, and (ii) except for building
or fire code requirements, City is not aware of any additional municipal requirements for on-
site infrastructure improvements needed for Developer's reuse of the existing buildings
located on the Acquisition Parcel. This provision shall survive the Closing and the delivery
of the Deed for a period of seven and one -half years from the Closing.
7.1.14 Effectiveness and Survival of . Representations, Warranties and
Covenants. The representations, warranties and covenants_ of City contained in this
Agreement shall be accurate and true in all material respects on the Closing Date as if made
on the Closing Date and shall survive the Closing of the transaction and the delivery of the
Deed for the later of the period expressly stated therein or the maximum period allowed by
law, provided, however, the representations, warranties and covenants set forth in Sections
7. 1.1 through 7.1.10 shall only survive for a period of one year from the Closing.
7.2 Rernesentations Warranties and Covenants by Developer, Effective as of the
date of this Agreement and as of the Closing Date, Developer hereby represents, warrants
and covenants to City, and acknowledges that City is relying upon such representations,
warranties and covenants in selling the Acquisition Parcel, as follows:
7.2.1 No Payments. The Developer has not paid or given, and will not pay
or give, any third person any money or other consideration for obtaining this Agreement,
other than the normal cost of conducting business and cost of professional services such as
architects, engineers and attorneys.
7.2.2 Authori . Developer is a limited liability company duly organized,
qualified and validly existing and in good standing under the laws of the State of Nevada, is
duly qualified to do business and in good standing under the laws of each other jurisdiction
where the operation of its business or its ownership of property make such qualification
necessary, and has all required power and authority to own and operate its properties, to carry
on its business as now and whenever conducted, and to enter into and perform its obligations
under this Agreement.
7.2.3 Lawful Operation. Developer will obtain a local business license prior
to Closing and from and after Closing will obtain all licenses, permits, consents and
approvals required by all applicable governmental authorities to own and operate the
Acquisition Parcel.
7.2.4 Consents. Approvals and Authorizations. All consents, approvals and
authorizations of all applicable governmental authorities required in connection with the
execution, delivery and performance by Developer of this Agreement will have been
obtained and delivered to City at the appropriate time hereunder.
7.2.5 Enforceabili . This Agreement has been duly executed and delivered
by Developer and is a legal, valid and binding instrument, enforceable against Developer in
accordance with its terms, except as such enforceability may be limited by (1) bankruptcy,
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insolvency, reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally, and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
7.2.6 Litigation and Compliance. To Developer's knowledge, there are no
suits, other proceedings or investigations pending or threatened against, or affecting the
business or the properties of Developer which, if determined adversely to Developer, would
have a materially adverse affect on the financial condition of Developer, nor is Developer in
violation of any laws or ordinances which would result in a material adverse affect on the
financial condition of Developer.
7.2.7 Default There are no facts now in existence which would, with the
giving of notice or the lapse of time, or both, constitute a "Default" hereunder.
7.2.8 Proiect Compliance. The construction and completion of any or all of
the improvements to be constructed on the Acquisition Parcel will: (i) comply with all
applicable Governmental Restrictions, including, without limitation, compliance with all
laws and ordinances necessary to permit development, completion and sale or lease, as
permitted by this Agreement; (ii) will be entirely on the Acquisition Parcel; and (iii) will not
violate any enforceable use, easement, license, covenant, condition or restriction.
7.2.9 , Notice From Governing Jurisdiction. Developer has not received any
notice from any governing jurisdiction of any violation of laws and ordinances, nor any
notice requiring any improvements or alterations to be made in connection with the
improvements to be constructed on the Acquisition Parcel other than those specified in this
Agreement.
7.2.10 Adverse Conditions, etc. Developer does not know of any adverse
condition or circumstances, pending or threatened litigation, governmental action, or other
condition which could prevent or materially impair Developer's ability to develop the
Acquisition Parcel as contemplated by the terms of this Agreement.
7.2.11 Effectiveness and Survival of Representations, Warranties and
Covenants. The representations, warranties and covenants of Developer contained in this
Agreement shall be accurate and true in all material respects on the Closing Date as if made
on the Closing Date and shall survive the Closing of the transaction and the delivery of the
Deed for the later of the period expressly stated therein or the maximum period allowed by
law, provided, however, the representations, warranties and covenants set forth in Sections
7.2.1 through 7.2. 10 shall only survive for a period of one year from the Closing.
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ARTICLE 8.
DESTRUCTION /CONDEMNATION .
8.1 Destruction of Property. If any portion of the Acquisition Parcel is materially
damaged or destroyed between the date of this Agreement and the Closing Date, Developer
shall have the right, exercisable in Developer's sole discretion, to:
8.1.1 Terminate Agreement Terminate this Agreement, in which event
neither party shall have any further obligation or liability to the other; or
8.1.2 Accept Acquisition Parcel. Accept the Acquisition Parcel in its then
condition, in which event there shall be credited against the Purchase Price any deductible
which is payable under all applicable insurance policies which provide insurance coverage
for the Acquisition Parcel or the Improvements and all proceeds of insurance payable to City,
if any, by reason of such damage shall be assigned and paid by City to Developer.
8.2 Condemnation If, prior to the Closing Date, all or any portion of the Studio
Property or the means of ingress or egress thereon is taken by eminent domain, or is the
subject of a pending or contemplated taking which has not been consummated, including, but
not limited to, any land donation or public space requirements or encumbrances on the Studio
Property requiring owner contributions (a "Taping"), City shall promptly notify Developer
of such fact and Developer shall have the option to terminate this Agreement upon notice'to
City given not later than twenty (20) days after receipt of City's notice, and in such event the
Deposit shall be returned to Developer and neither party shall have any further rights or
obligations hereunder. If Developer does not so elect to terminate this Agreement, City shall
assign, in form reasonably satisfactory to both parties, and turn over, and Developer shall be
entitled to receive and keep, all awards for the taking by eminent domain. A Taking shall not
include required dedications of street, utility and open space areas that may be required in
connection with the Entitlements for or development of the Studio Property.
ARTICLE 9.
"AS -IS SALE" AND ENVIRONMENTAL MATTERS.
9.1 "As -Is" Sale. Developer hereby expressly acknowledges that it is purchasing
the Acquisition Parcel in "As Is/Where W' condition without warranty of any kind, express
or limited, including, without limitation, any warranty as to title (except as set forth above in
this Agreement), physical condition or the existence or absence of Hazardous Substances on
the Acquisition Parcel, the existence of any violations of any Environmental Laws, and,
hereafter, if the Acquisition Parcel is not in all respects entirely suitable for the use or uses to
which the Acquisition Parcel or any part thereof will be put, then it is the sole responsibility
and obligation of Developer to take such action as may be necessary to place the Acquisition
Parcel in a condition entirely suitable for such use or uses. IN CONNECTION WITH THE
ABOVE, DEVELOPER HEREBY ACKNOWLEDGES AND REPRESENTS TO CITY
THAT, DEVELOPER HAS HAD AMPLE OPPORTUNITY TO INSPECT AND
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EVALUATE THE ACQUISITION PARCEL AND THE ACQUISITION PARCEL
DOCUMENTS AND THE FEASIBILITY OF THE USES AND ACTIVITIES
DEVELOPER IS ENTITLED TO CONDUCT ON THE ACQUISITION PARCEL; THAT
DEVELOPER IS EXPERIENCED IN REAL ESTATE DEVELOPMENT; THAT
DEVELOPER MAY RELY ENTIRELY ON DEVELOPER'S EXPERIENCE, EXPERTISE
AND ITS OWN INSPECTION OF THE ACQUISITION PARCEL IN ITS CURRENT
STATE IN PROCEEDING WITH THIS AGREEMENT; THAT EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, DEVELOPER WILL ACCEPT THE ACQUISITION
PARCEL IN ITS PRESENT CONDITION; AND THAT, TO THE EXTENT THAT
DEVELOPER'S OWN EXPERTISE WITH RESPECT TO ANY OF THE FOREGOING IS
INSUFFICIENT TO ENABLE DEVELOPER TO REACH AN INFORMED
CONCLUSION, DEVELOPER HAS ENGAGED THE SERVICES OF PERSONS
QUALIFIED TO ADVISE DEVELOPER WITH RESPECT TO SUCH MATTERS.
DEVELOPER IS NOT RELYING ON ANY EXPRESS OR IMPLIED, ORAL OR
WRITTEN REPRESENTATIONS OR WARRANTIES MADE BY CITY OR ANY CITY
REPRESENTATIVES WITH RESPECT TO THE CONDITION OF THE ACQUISITION
PARCEL SITE IN ENTERING INTO THIS AGREEMENT. The foregoing shall not be
deemed to limit or waive any express covenants, warranties, representations or obligations of
City set forth in this Agreement.
9.2 Hazardous Materials/Environmental Laws. As used in this Agreement the
term "Hazardous Materials" means any material or substance which (i) is defined or listed
..-. as a "hazardous waste,'.' "extremely hazardous waste," "restrictive hazardous waste,"
"hazardous material' ' or "hazardous substance" or considered a waste, condition of pollution
or nuisance under Environmental Laws (defined below), (ii) is petroleum or a petroleum
product or fraction thereof, (iii) contains asbestos or an asbestos containing material; or (iv)
is a substance known by the State of California or the United States to cause cancer and/or
reproductive toxicity. As used in this Agreement the term "Environmental Laws" means
any federal, state or local Law or Legal Requirement pertaining to (a) the existence, release,
threatened release, use, storage, handling, generation, remediation and/or transportation of
Hazardous Materials, or (b) health, industrial hygiene or the environmental conditions in, on,
under or about the Property, including without limitation: (i) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ( "CERCLA "), 42 U.S.C.
Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ( "RCRA" ),
42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et
seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and
Safety Code Section 25249.5 et seq.; (v) the Federal Water Pollution Control Act, 33 U.S.C.
Sections 1317 et seq.; (vi) California Water Code Section 1300 et seq.; (vii) California Civil
Code Section 3479 et seq.; as such laws are amended and the regulations and administrative
codes applicable thereto. It is the intent of the parties hereto to construe the terms
"Hazardous Materials" and "Environmental Laws" in their broadest sense.
9.3 Existing Environmental Contamination. Prior to City's acquisition of the
NASA Site, of which the Acquisition Parcel is a part, the NASA Site was owned and
operated by NASA. Developer acknowledges that it has been informed that as part of
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NASA's use and operation of such property, that releases of Hazardous Materials occurred:
in, on, under or about the NASA Site, including the Acquisition Parcel (the "Prior
Contamination ") as more fully set forth in the Existing Environmental Documents listed on
Exhibit "C" attached hereto. In connection therewith, Developer acknowledges receipt of,
and represents and warrants to City that prior to the Close of Escrow it will have reviewed in
detail, each and all 'of the Existing Environmental Documents and . each of the NASA
Documents. It is expressly understood and agreed that the amount of the Purchase Price
reflects the existence of the Prior Contamination, and the Acquisition Parcel is being sold by
City to Developer subject to the Prior Contamination.
9.4 The Su nor Studio Pronertv Documents - Impact of Privatization
Remediation and/or NASA Remediation.
9.4.1 Subordination. Developer hereby agrees that (i) each and all of its
rights under this Agreement shall be fully subject and subordinate to (A) the rights of MAD
(and any successor to or replacement for 1RAD, for any reason) under the Assumption
Agreement, and any and all amendments or modifications of an any successor agreements
thereto, hereinafter adopted, created, effected or put into place, (B) the rights of NASA, GSA
and/or the United States of America (collectively, the "US Parties ") under the NASA
Documents, including, specifically, the ESA and any and all amendments or modifications of
the NASA Documents hereinafter adopted, created, effected or put into place and (C) the
rights of City and the Coordinating Party (as defined in the CC &Rs), including, without
limitations, the rights of the same when acting on behalf of one or more of the "Owners, "'as
that term is defined in the Assumption Agreement, under the ESA and/or the CC&Rs, and/or
the NASA Documents and all amendments or modifications of (and any successor
agreements to) the same hereafter adopted, created, effected or put into place (collectively, as
the same may exist from time to time, the "Superior NASA Documents "), (ii) Developer
shall not take or permit any action or omission in, on, under or about the Acquisition Parcel
which shall breach or violate any of the obligations of an "Owner" (including without
limitation, any ground lessee) of all or any portion of the Acquisition Parcel, under any of the
Superior NASA Documents, and (iii) Developer shall strictly and timely'perform each and all
of the obligations applicable to the "Owner" of the Acquisition Parcel under each of the
Superior NASA Documents (including without limitation, the obligations of each fee simple
owner and each ground lessee of each portion of the Acquisition Parcel).
9.4.2. City's Relationship to Parties under the Superior NASA Documents.
Developer acknowledges that City has entered into the various Superior NASA Documents
in order to benefit the various owners and ground lessees of the NASA Site, including,
without limitation, Developer, and to facilitate execution and implementation of the Superior
NASA Documents. Developer agrees that notwithstanding any provision of this Agreement
(or any other document) to the contrary, and notwithstanding the City's designation and/or
performance as the "Coordinating Party" under one or more of the Superior NASA
Documents, (i) in no event and in no case shall MAD (or any successor or replacement
thereof) or any of their respective agents, contractors, subcontractors, employees or
representatives (collectively, the "I A.D Parties ") be considered, characterized, deemed or --
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interpreted to be the agent, contractor, subcontractor or representative of City or any agency,
department or official thereof and in no event shall City be legally responsible for any of
acts, omissions, negligence or misconduct of the MAD Parties under any legal theory
whatsoever, (ii) in no event and in no case shall any of the US Parties or any of their
respective agents, contractors, subcontractors, employees or representatives (collectively; the
"US Representative Parties ") be considered, characterized, deemed or interpreted to be the
agent, contractor, subcontractor or representative of City ( or any agency, department or
official thereof) and in no event shall City be legally responsible or liable, in whole or in part,
for any of the acts or omissions of any of the US Representative Parties under any legal
theory whatsoever, (iii) in no event shall any of the HUD Parties or any US Representative
Parties ever be considered a City Party (under any legal theory) for purposes of the
application and interpretation of this Agreement and (iv) Developer shall indemnify, defend
and hold City harmless from any and Losses and Liabilities asserted against or incurred by
City in connection with any claim or action by Developer which is inconsistent in whole or in
part with Developer's agreements under clauses (i), (ii) and/or (iii) above.
9.5 Release. Except as otherwise set forth in this Agreement, Developer hereby
waives, releases and discharges forever the City and all City Representatives from all present
and future claims, demands, suits, legal and administrative proceedings and from all liability
for damages, losses, costs, liabilities, fees and expenses, present and future, arising out of or
in any way connected with the Developer's use, maintenance, ownership or operation of the
Acquisition Parcel, any physical, title or other defects in, of, or related to the Acquisition
Parcel, any Hazardous Materials on the Acquisition Parcel, or the existence of Hazardous
Materials contamination in any state in, on, under, or adjacent to the Acquisition Parcel,
however they came to be placed there, without qualification. Developer acknowledges that it
is aware of and familiar with the provisions of Section 1542 of the California Civil Code,
which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
As such relates to this Section 9.5, Developer hereby waives and relinquishes all rights and
benefits which it may have under Section 1542 of the California Civil Code.
Developer's Initials
Notwithstanding the foregoing, the release set forth in the Section 9.5 shall not apply
to any claim, liability, obligation, demand or cause of action to the extent the same results
from (i) any default by City in the performance of its obligations under this Agreement or,
subject to the provisions of the CC&Rs, under the CC &Rs or (ii) any Hazardous Materials
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released into the environment in violation of Environmental Laws as the result of any act of
City following the Close of Escrow constituting gross negligence or willful misconduct.
9.6 Occupant Release.
9.6.1 Release Requirement. Developer hereby agrees that it shall require
each tenant, lessee, subtenant, sublessee, licensee, easement holder or other occupant
(collectively, an "Occupant") of any portion of the land or improvements constituting the
Studio Property to execute and deliver to the City of Downey a release of claims in the form
attached as Exhibit "N" (an "Occupant Release') prior to permitting any such Occupant to
lease, sublease or otherwise obtain any tenancy, license, easement or other possession rights
under any document as to, or otherwise occupy, any portion of the land or improvements
constituting the Studio Property. To the extent permitted under the NASA Documents, in
lieu of requiring an Occupant Release to be signed by each Occupant as set forth herein,
Developer, in its discretion, may elect to indemnify and hold City harmless from any Losses
or Liabilities resulting from any action brought or claimed by or through any Occupant
against City which would have been released or barred had such Occupant signed the
Occupant Release.
9.6.2 Binding on Successors. The obligation to obtain the Occupant Release
from each Tenant shall be binding upon each party that acquires a fee ownership interest or
any type of leasehold interest in all or any portion of the Acquisition Parcel at any time
following the Closing, and such obligation shall (i) survive the Close' of Escrow and the
delivery of the Deed and the other documents to be delivered by the parties hereto at the
Closing, and (ii) be covenants running with the land as to the Acquisition Parcel
9.7 Completion of Required Environmental Investigation and Remediation Work:
Implementation of Miti ag tion Measures. Developer acknowledges that (i) the Regional
Board has directed that additional soil and groundwater investigation be undertaken on the
Acquisition Parcel in connection with the transfer of Parcels 1 and 2 from NASA to City, (ii)
the Regional Board, in its letter dated April 11, 2002, requires additional soil remediation in
the area of Buildings 61 and 287 on the Acquisition Parcel and requires groundwater
remediation of the TCE plume on the Acquisition Parcel in the vicinity of the existing
groundwater monitoring well PI -MW -01 through PI- MW -03, and groundwater remediation
of the PCE plume associated with and in the area of Building 244, (iii) remedial action plans
("RAPS ") for such soil and groundwater remediation are required to be submitted and
approved by the Regional Board; and (iv) MAD will be performing remediation activities
pursuant to the Assumption Agreement and the ESA. Developer agrees that (a) in the
grading, construction, development and operation of the Acquisition Parcel, Developer shall
cooperate with City and IRAD, at no cost to Developer, to implement the requirements of the
Regional Board in connection with environmental remediation or any MAD requirements,
and any work plans or RAPS approved by the Regional Board and coordinate its
construction, development and operation activities with the remediation activities that will be
occurring under the Assumption Agreement and the ESA, and (b) Developer shall otherwise
perform in compliance with its obligations as owner of the Acquisition Parcel under the
Assumption Agreement, the ESA and the CC &Rs. Developer acknowledges that City will _...
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not be responsible for any acts or activities of IRAD or NASA conducted on the Acquisition
Parcel pursuant to the Assumption Agreement, the ESA or the NASA 2002 Transaction
Documents, or any actions of City in implementing the provisions of such agreements and
documents or performing the functions of the Coordinating Party there under.
ARTICLE 10.
INDEMNITY,
From and after the execution of this Agreement, Developer hereby agrees to
indemnify, defend and hold harmless City and any and all City Representatives, and each of
them, by counsel selected by Developer and reasonably acceptable to City, from and against
all Losses and Liabilities related directly or indirectly to, or arising out of or in connection
with: (i) any breach or Default of Developer hereunder; (ii) any of Developer's activities on
the Acquisition Parcel after the Closing (or the activities of Developer's agents, employees,
lessees, representatives , licensees; guests, invitees, contractors, subcontractors or independent
contractors on the Acquisition Parcel after the Closing), including without limitation, the
construction of any improvements on the Acquisition Parcel; or (iii) any other fact,
circumstance or event related to Developer's performance hereunder, or which may otherwise
arise from Developer's ownership, use, possession, improvement, operation, or disposition of
the Acquisition Parcel, regardless of whether such Losses and Liabilities shall accrue or be
discovered before or after termination or expiration of this Agreement, except such Losses
and Liabilities arising out of the negligence or misconduct of City, or arising out any breach
or Default of this Agreement by City. In addition to the foregoing, Developer hereby agrees
to defend and hold City harmless from any claim by NASA that all or any portion of the
Studio Management Fee paid by City to Developer pursuant to Section 11.4 herein, is not a
valid City expense pursuant to Section h of Section H of the License Agreement (defined in
Recital C (viii) herein) relating to the sharing of all motion picture and television production
income generated at the Studio Property between NASA and City.
ARTICLE 11.
SPECIAL DEVELOPMENT PROVISIONS.
11.1 Permitted Uses. Developer covenants and agrees for itself, its successors and
assigns, which covenants shall run with the land and bind every successor or assign in
interest of Developer, that, for the first thirty (30) months following the date the City issues
or should have issued the Certificate of Required Development Investment, as set forth in
Section 11.2.1 (the "Required Studio Use Period "), it shall use at least 715,894 gross square
feet of the buildings located on the Acquisition Parcel for principal use as a studio production
facility; including use by such "ancillary business establishments" as are normally associated
with a studio production facility (a "Studio Production Facility"). For purposes of this
Section 11.1, "ancillary business establishments" shall include, but not be limited to: prop
and set construction and storage facilities; office, production and support personnel for
production companies and studios; production trade vendors (such as lighting, grip and food
catering providers); and, any type of pre -and post production services and facilities (such as
editing, screening and similar facilities). Developer fiuther covenants and agrees for itself
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and its successors and assigns that it shall not engage in or permit any activity on the
Acquisition Parcel that would violate the existing zoning or any applicable Governmental
Restrictions. City acknowledges and agrees that for all purposes, the "Use Classification" for
the Acquisition Parcel as proposed by Developer and as identified in the Specific Plan is
"Commercial/Industrial ".
11.2 Developer's Development Obligations.
11.2.1 Developer's Costs and Expenses. Developer, its studio management
company, or their affiliates, successors or assigns, shall cause to be invested not less than
$13,000,000.00 (the "Required Development Investmenfl of Development Costs, as
hereinafter defined, in the Studio Property. For purposes of this Agreement, "Development
Costs" shall include, but not be limited to, all costs and expenses directly and indirectly
incurred in connection with the construction and development of buildings 1, 6, 9, 11, 14, 23
and 290 located on the Acquisition Parcel and all operations related thereto, including,
without limitation, all costs incurred in connection with the investigation, acquisition and
preparation of the Acquisition Parcel for development, building, permit and developer fees,
and all costs of investigation, acquisition and/or preparation of any development plans. City
shall issue a "Certificate of Required Development Investment," in recordable form, or
such other similar document reasonably acceptable to Developer, confirming that Developer
has satisfied the Required Development Investment within thirty (30) days following
Developer's request for the Certificate of Required Development Investment and
Developer's satisfaction of such requirement. If City fails to object to Developer's request
for a Certificate of Required Development Investment within thirty (30) days following
receipt of Developer's request, the Required Development Investment shall be deemed
approved and City shall forthwith issue the Certificate of Required Development Investment.
If City objects to Developer's request for a Certificate of Required Development Investment,
City shall give written notice to Developer within thirty (30) days after receipt of the request,
stating with specificity the nature and amounts objected to by City. City and Developer
agree to meet and confer in good faith promptly thereafter to resolve the dispute.
11.2.2 Required Downey Infrastructure. Developer's obligations hereunder
shall also include the reimbursement to the City for its pro -rata share, along with Kaiser
Permanente and Downey Landings, of complying with the Mitigation Monitoring and
Reporting Program of the EIR for the Specific Plan (the "Required Downey
Infrastructure'). The Required Downey Infrastructure consists of roadway improvements
or traffic signal coordination system or other traffic mitigation measures for the development
of the NASA Site at the following six intersections surrounding the NASA Site: Mitigation
Measures 3.9 -1 (improvements at the Lakewood Blvd. and Firestone Blvd. intersection), 3.9-
2 (improvements at the Lakewood Blvd. and Bellflower Blvd. intersection), 3.3 -3
(improvements at the Lakewood Blvd. and Stewart and Gray intersection), 3.9-4
(improvements at the Lakewood Blvd. and Imperial Highway), 3.9 -5 (improvements at the
Bellflower Blvd, and Imperial Highway intersection), 3.9 -6 (improvements at the Bellflower
Blvd and Stewart and Gray intersection). In order to satisfy Developer's requirements in
connection with the Required Downey Infrastructure, Developer agrees to pay to City a sum —
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not to exceed Three Million Dollars ($3,000,000.00) ("Developer's Infrastructure
Contribution ") as payment for Developer's fair share cost of the Required Downey
Infrastructure. The parties agree that Developer's Infrastructure Contribution shall be
payment in full for Developer's share of the Required Downey Infrastructure, and that
Developer's Infrastructure Contribution shall not be increased even if City's actual costs for
the Required Downey Infrastructure are greater than the amount of all payments received by
City from Developer, Kaiser Permanente and Downey Landings. However, if Developer's
share of the total costs of the Required Downey Infrastructure is less than Three Million
Dollars ($3,000,000.00), Developer's Infrastructure Contribution shall be reduced
accordingly. City and Developer shall mutually agree on one of the following three choices
(the "Infrastructure Payment Method") for payment of Developer's Infrastructure
Contribution: (1) fully funded cash deposit account, (2) an irrevocable letter of credit, or (3) a
third party guaranty. For purposes of this Section 11.2.2, Developer's Infrastructure Payment
shall be payable by Developer to City in multiple payments at such times as the costs related
to the construction of the Required Downey Infrastructure are actually incurred by City
(each, a "Developer Infrastructure Payment"). Each Developer Infrastructure Payment
shall be equal to Developer's pro -rata share of the Required Downey Infrastructure costs,
which shall be deemed to be 39% (based upon the relationship the total estimated costs for
the Required Downey Infrastructure bears to Developer's Infrastructure Contribution (i.e.
VW$73M)). Developer's obligation to reimburse City for the Required Downey
Infrastructure shall terminate on the fifth (5u') anniversary of the Closing Date at which time
any obligations securing of Developer's Infrastructure Contribution shall be released and any
funds held for Developer's Infrastructure Contribution shall be returned to Developer.
11.2.3 Other Infrastructure Requirements. In addition to the Required
Downey Infrastructure set forth in Section 11.2.2 above, Developer, at its sole cost and
expense, shall also be responsible for the installation of the infrastructure requirements set
forth on Exhibit "O" attached hereto.
11.2.4 Development Report. On a regular basis, but in no event less often
than semi - annually, Developer shall submit to City a "Development Report" which shall
consist of a certified statement prepared by, or on behalf of, Developer setting forth, in
reasonable detail, the amount of the Development Costs expended by Developer to date.
City shall have thirty (30) days following submission of the Development Report to object to
any of the Development Costs contained therein. If City fails to object to any Development .
Report within the foregoing thirty (30) day period, all such Development Costs contained
therein shall be deemed to be approved by City for purposes of satisfying Required
Development Investment and obtaining the Certificate of Required Development Investment
as set forth in Section 11.2.1 above. If City fails objects in writing to any Development
Report within the foregoing thirty (30) day period, City and Developer agree to meet and
confer in good faith promptly thereafter to resolve the dispute.
11.2.5 Dedicated Portion. Developer agrees to dedicate to City, and City
shall pay to Developer the amount of Five Dollars ($5.00) per square foot, that portion of the
Acquisition Parcel which is adjacent to Lakewood Boulevard and Clark Avenue and is
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required and determined by City to be reasonably necessary for public right -of -way purposes
( "Dedicated Portion "). This Dedicated Portion shall not encroach upon or interfere with any
existing buildings or parking areas of the Acquisition Parcel, This obligation of Developer
shall terminate twelve (12) months after the date of this Agreement.
11.3 Removal of Dirt. Developer shall remove, at Developer's expense, the excess
dirt located on the Ground Lease Property caused by operations at the studio in or about July
through September 2003, and dispose of such dirt in compliance with all applicable federal,
state mid local laws. In the event the Acquisition Parcel fails to Close for any reason and this
Agreement is terminated, Developer shall remain obligated to remove the excess dirt on the
Ground Lease Parcel in compliance with all applicable federal, state and local laws. This
provision shall survive the termination of this Agreement for any reason and shall be a
covenant separate and apart from the remedies set forth in Article 13.
11.4 Studio Management Fee. In consideration of Developer's day -to -day
management of the film and television operations presently taking place at the Studio
Property and Developer's pre - Closing funding of certain capital improvements related
thereto, Developer shall be entitled to receive a studio management fee equal to (i) the sum
of all revenue received by City from the film and television operations at.the Studio Property
for the period between July 1, 2003 and continuing through the Closing Date, less only (ii)
the City's expenses related thereto, which shall be agreed to be $40,000.00 per month (the
"Studio Management Fee "). Developer shall receive the Studio Management Fee as a
credit against the Purchase price at Closing as set forth in Section 6.2 herein. In the event the
Acquisition Parcel fails to Close for any reason and this Agreement is terminated, City shall
promptly pay to Developer the Studio Management Fee for the period between July 1, 2003
and-continuing through the date of termination of this Agreement, as reimbursement towards
pre - Closing expenditures incurred by Developer, including without limitation, the costs
incurred pursu:rt to Section 11.3 hereof. This provision shall survive the termination of this
Agreement for any reason and shall be a covenant separate and apart from the remedies set
forth in Articl'z 13.
11.5 in -Lieu Studio License Fee. Developer and City recognize the unique nature
of the business proposed to be conducted on the Studio Property and that the traditional
business license tax would not fairly measure the extent of the business conducted within the
City's boundaries and would be inconvenient for Developer's customers to pay.
Accordingly, Developer agrees to pay the City a one percent (1 0/0) fee (the "Studio Fee")
based on the gross rental receipts from rental of the portion of the Studio Property actually
being used for film, television or commercial film or video production ("Film Activities ").
Payment of the Studio Fee shall not relieve the long -term tenants or short-term tenants not
actually involved in Film Activities at the Studio Property. from their responsibility to pay a
regular City Business License tax. By executing this Agreement, Developer declares it has
voluntarily and willfully agreed to pay the Studio Fee, in lieu of any and all City business
taxes, using this alternative method of tax payment on behalf of those transient entities
conducting Film Activities at the Studio Property. This in -lieu fee ' does not apply to
permanent occupants of any buildings, management of the Studio Property, parking and --
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building facilities operators and non - Studio Production Facility uses. It has no effect on the
current license fees paid by Developer directly to the City. Payment of the Studio Fee shall
be made quarterly on the first day of January, April, July and October of each year. A ten
percent (10 %) penalty shall be applied for payments not received or postmarked by the due
date. Payments shall be made in the form of a corporate check, cashiers check or wire
transfer. Payments shall be submitted to the Director of Finance for City. The City reserves
the right to have Developer's books audited with regard to the income generated from
studio /film location rental. The audits will be performed at City expense. However, if the
audit detects an underpayment to City in excess of ten percent (10 %), Developer will be
responsible for the reasonable cost of that year's audit.
11.6 Learning Center/Public Access. After Closing, City shall have an option to
enter into a lease with Developer (the "Learning Center Lease's for an approximately
40,000 square -foot learning center to be located in Building 290 (the "Learning Center ").
Upon the exercise of the foregoing option by City, City and Developer will promptly
thereafter negotiate and enter into the Learning Center Lease. The terms and conditions of
the Learning Center Lease, and the design and exact location within Building 290 of the
Learning Center shall be subject to the mutual agreement of City and Developer.
11.6.1 The Learning Center Lease shall be a triple net lease, meaning
City will be responsible for the payment of Base Rent, as set forth in Section 11.6.5, as well
as City's prorata share of all common area, taxes and insurance expenses (the "Additional
Renf�.
11.6.2 Upon the execution of the Learning Center Lease, Developer
will cause that portion of Building 290 containing the Learning Center to be designated as a
separate legal parcel (the "Learning Center Subdivision "). In the event that Developer is
unable to obtain the Learning Center Subdivision, the Learning Center Lease shall thereupon
terminate. All costs. associated with the Learning Center Subdivision shall be included as
part of the Learning Center Costs, as defined in Section 11.6.4.
11.6.3 Upon the execution of the Learning Center Lease, Developer
shall also begin to oversee and initially fund all costs and expenses required in connection
with the predevelopment planning stage for the Learning Center (the "Pre - Development
Costs "). Once Developer obtains the Learning Center Loan, as defined in Section _11.6.4 .
below, Developer shall oversee the funding and build -out of the Learning Center pursuant to
plans to be mutually .approved by City and Developer. If Developer is unable to obtain the
Learning Center Subdivision or the Learning Center Loan (defined below), or if City fails to
execute the Learning Center Lease, City shall promptly reimburse Developer for the Pre -
Development Costs which have been previously approved by City.
11.6.4 Developer intends on obtaining a loan (the "Learning Center
Loan") from a Qualified Financial Institution to fund all the Learning Center Costs, as
hereinafter defined. City agrees to authorize the Base Rent; as defined in Section 11.6.5
below, to be payable out of the City's general revenue so that the City's financial credit can
be used in connection with obtaining the Learning Center Loan. The funding of the Learning
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Center Costs (other than the Pre - Development Costs) shall be conditioned upon Developer ^'
being able to secure the Learning Center Loan as set forth herein. The "Learning Center
Costs" shall include all costs and expenses associated with the design, build -out and
financing of the Learning Center, including, but not limited to, all costs directly and
indirectly associated with the Learning Center Subdivision, the Learning Center Pre-
Development Costs and other development costs, and all costs and expenses incurred by
Developer in obtaining and servicing the Learning Center Loan, specifically excluding any
fees or compensation to Developer, or any of its employees, for its time and effort incurred.
11.6.5 The Learning Center Lease shall have a monthly "Base Rent'
payable by City to Developer in equal monthly installments during a Lease term, which term
shall be no less than that which is sufficient to fully reimburse Developer for all of the
Learning Center Costs (the "Reimbursement Period "), on those terms and conditions
mutually agreed to by City and Developer. The Lease may not be terminated by City during
the Reimbursement Period but may be assigned by City to third parties, with the prior
consent of Developer, which consent shall not be unreasonably withheld; provided, however,
that in the event of such an assignment, City shall not be released from its obligations under
the Learning Center Lease and that any assignment that has a term beyond that of the
Reimbursement Period must also comply with the provisions of 11.6.6 below. If City desires
to assign the Learning Center Lease during the Reimbursement Period, City shall first offer
to Developer in writing the right to accept the cancellation of the Learning Center Lease with
no additional payments due from City. Developer shall accept or reject City's offer, in
Developer's sole discretion, by written notice given within thirty (30) days after receipt'of
written notice from City. If Developer fails to accept City's offer to cancel the Learning
Center Lease within thirty (30) days after receipt of written notice from City, City's offer
shall be deemed rejected.
11.6.6 The Learning Center Lease may have a Lease term longer than
the Reimbursement Period, at the option of City. In the event that City a lease.ter.m .
longer than the Reimbursement Period, for the remainder of the lease term. after the
Reimbursement Period expires, the monthly Base Rent payable by City to Developer shall be
reduced to One Dollar ($1.00) until the expiration or termination of the Learning Center
Lease; provided, however, that City shall remain responsible for the payment of Additional
Rent. After the Reimbursement Period expires, City shall have the right to terminate the
Lease at any time in its sole discretion. Upon the expiration of the Reimbursement Period,
City may not convert the use of the Learning Center from an aeronautical educational
learning center without the prior written consent of Developer, in which event Developer
may withhold its consent in its sole discretion.
11.6.7 Title to any improvements installed or developed by Developer
within the Learning Center shall remain in Developer, and title to any improvements installed
or developed by City within the Learning Center shall remain in City, unless otherwise
agreed to by the parties in the Learning Center Lease, provided that City shall be responsible
for removing all of its improvements upon the expiration of the Learning Center Lease term.
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11.6.8 In connection with City's operations of the Learning Center,
Developer and City shall negotiate a mutual cooperation agreement for the purposes of
conducting tours of the Studio Facility, subject to the rights of tenants and other parties in
possession. In addition, Developer shall cooperate with City for a period of one year after the
Closing with respect to City's collection and storage of historically significant artifacts
located on or about the Studio Property.
11.7 Disclaimer Regarding City Entitlement Actions. Developer acknowledges
that as a public municipal corporation, City and its City Council, Boards, Commissions,
Departments, employees, officers, agents and representatives exercise certain police powers,
taxation powers, and other governmental powers duties and authorities over the Property and
are required to follow applicable provisions and requirements of the City Charter of the City
of Downey, the Downey Municipal Code, the California Environmental Quality Act (Public
Resources Code § 21000 et seq., "CEQA"), and other ordinances, regulations, statutes and
laws (collectively the "Entitlement Laws ") regarding the review, consideration, processing
and approval of the Entitlements and other administrative or ministerial approvals, permits,
plans or actions required for the development of the Studio Property. The Entitlement Laws
require, among other actions, the filing of applications, payment of processing fees, and
public notice and public hearings regarding the City Entitlements and the Studio Property.
Developer acknowledges that City reserves the right (without qualification or restriction
statute, law ordinance, order, code or regulation) (collectively, "Laws ") to approve,
conditionally approve, modify, or deny the City Entitlements and all other administrative or
ministerial approvals, permits, plans or actions required for the development of the Studio
Property. Nothing contained in this Agreement shall in any manner (a) limit, restrict or
affect (or constitute any form of promise to limit, restrict or affect in the future) in any
manner the exercise by City of its police powers, taxation powers or any other governmental
powers, duties and authorities under the Entitlement Laws or any other statutes, laws,
ordinances, or regulations or (b) except as expressly provided to the contrary herein, create
any duty or obligation of City (or any other governmental body) to cooperate with or assist
Developer in the development of the Studio Property; provided, however, that in its dealings
with City in processing the City Entitlements, City shall treat Developer on generally the
same basis as it would deal with any similarly situated purchaser of real property located in
the City of Downey, without regard to City's interest in the Property.
11.8 Name of Studio. To the extent legally available and without the requirement
for paying any third party for the usage thereof, Developer agrees to use the name "Downey
Studios" in connection with the operations of the studio facilities at the Studio Property. Any
change of the foregoing name shall require the prior consent of City, which consent shall not
be unreasonably withheld or delayed.
11.9 Sale of Cut -Out Parcel. Developer agrees to sell the Cut -Out Parcel to
Downey Landing for the amount of $5.00 per square foot pursuant to Developer's standard
purchase and sale agreement, provided, however, the closing occurs within six (6) months
after the Closing hereunder, time being of the essence. If the closing for the Cut -Out Parcel
occurs more than six (6) months after the Closing hereunder for any reason whatsoever other
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than Developer's intentional failure or refusal to close, but before twelve (12) months after
the Closing Date hereunder, the sale price shah be an amount equal to $5.00 per square foot
increased by Developer's carrying costs for the Cut -Out Parcel incurred from the Closing
Date hereunder through the closing date with Downey Landing. If Downey Landing fails to
close the sale of the Cut -Out Parcel within twelve (12) months after the Closing Date
hereunder for any reason whatsoever other than Developer's intentional failure or refusal to
close, Developer obligation to sell the Cut -Out Parcel to Downey Landing shall terminate,
time being of the essence. Downey Landing shall pay all costs and expenses directly and
indirectly related to subdivision of the Cut -Out Parcel from the Acquisition Parcel,
demolition, renovation, and restoration costs, and conveyance of the Cut -Out Parcel to
Downey Landing, including, but not limited to, prompt payment of or reimbursement for the
legal fees and costs of Developer's counsel incurred in connection with this Section 11.9 and
Developer, cooperating with Downey Landing. In connection with the subdivision,
Developer's sole obligation shall be to reasonably cooperate with Downey Landing in the
subdivision process. Such cooperation shall also include signing a mutually acceptable
purchase and sale agreement, easement/access agreement and deed, and approval of the
construction plans for building one alteration in its sole discretion. In addition, the sale and
development of the Cut -Out Parcel shall also be subject to Downey Landing's satisfaction of
all applicable governmental restrictions and regulations as well as any terms, conditions and
restrictions required by Developer in its sole discretion.
11.10 Profit Participation by City. Upon the sale of the Studio Lot, as defined in
Recital E herein, by-Developer, City shall be entitled to receive, as a profit participation '-
interest ( "City's Profit Participation') an amount equal to five percent (5 0/6) of all "Net Sale
Proceeds" over a base price of $100,000,000.00 (the "Base Price'). The Base Price shall be
increased by ten percent (10 %) every five years after the Closing Date. For purposes of this
Section 11.10, "Net Sale Proceeds" shall be defined as the aggregate sales price for the
Studio Lot actually received by Developer, less all brokerage commissions, legal fees, and
title and closing costs related thereto. Notwithstanding. the foregoing, any sales or transfers
by Developer to any Affiliate of Stuart L ichter shall be exempt from the application of this
Section 11.10.
11.11 Drainage Easement. Developer agrees to abandon or relinquish an existing
drainage easement over the adjacent parcel currently intended to be developed by Kaiser
Pertranente when such easement is no longer needed as determined by Developer in its sole
discretion and, such drainage requirement is superseded by a road and drainage plan approved
by the City in compliance with all applicable laws and acceptable to Developer in its sole
discretion. Developer agrees to grant a drainage easement over the Acquisition Parcel to
benefit the adjacent northerly parcel currently intended to be developed as a commercial
shopping center when such easement is reasonably required as part of the overall drainage
requirement for the site on such terms and conditions as determined by Developer in its sole
discretion and such drainage plan is approved by the City in compliance with all applicable
laws and acceptable to Developer in its sole discretion.
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ARTICLE 12.
OTHER SPECIAL PROVISIONS.
12.1 Obligation to Refrain from Discrimination. Developer shall refrain from
restricting the rental, sale or lease of the Studio Property or any portion thereof on the basis
of race, color, creed, religion, sex, marital status, national origin, or ancestry of any person.
All such deeds, leases or contracts shall contain or be subject to substantially the following
nondiscrimination or nonsegregation clauses:
(a) In deeds: "The grantee herein covenants by and for itself or its successors
and assigns, and all persons claiming under or through it, that there shall be no discrimination
against or segregation of, any person or group of persons on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer,
use, occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee of
any person claiming under or through it, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessee, or vendees in the land herein conveyed.
The foregoing covenants shall run with the land."
(b) In leases: The lessee herein covenants by and for itself or its
successors and assigns, and all persons claiming under or through it, and this lease is made
and accepted under and subject to the following conditions: That there shall be no
discrimination against or segregation of any person or group of persons, on account of race,
color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing,
subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor
shall the lessee itself, or any person claiming under or through it, establish or permit any such
practice .or practices of discrimination or segregation with reference to the selection, location,
number, use, or occupancy, of tenants, lessees, sublessee, subtenants, or vendees in the land
herein leased."
(c) In contracts: "There shall be no discrimination against or segregation
of any person or group of persons, on account of race, color, creed, religion, sex, marital
status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, .occupancy,
tenure or enjoyment of the premises, nor shall the parties to this contract or any person
claiming under or through them, establish or permit any such practice or such practices of
discrimination or segregation with reference to the selection, location, number, use, or
occupancy of tenants, lessees, subtenants, sublessee, or vendees of the premises."
12.2 Police Power. Nothing contained herein shall be deemed to limit, restrict,
amend or modify, nor to constitute a waiver or release of, any ordinances, notices, orders,
.rules, regulations or requirements (now or hereafter enacted or adopted and/or as amended
from time to time) of the City of Downey, its departments, agencies and boards and the
officers thereof (for the purposes of this Section 12.2, collectively referred to as "City")
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including, without limitation, any redevelopment or general plan or any zoning ordinances,
or any of Citys duties, obligations, rights or remedies thereunder or pursuant thereto or the
general police powers, rights, privileges and discretion of City in the furtherance of the
public health, welfare and safety of the inhabitants thereof, including, without limitation, the
right under law to make and implement independent judgments, decisions and/or acts with
respect to planning, development and/or redevelopment matters (including, without
limitation, approval or disapproval of plans and/or issuance or withholding of building
permits) whether or not consistent with the provisions of this Agreement, any Exhibits
attached hereto or any other documents contemplated hereby (collectively, "City Rules and
Powers "). In the event of any conflict, inconsistency or contradiction between any terms,
conditions or provisions of this Agreement, Exhibits or such other documents, on the one;
hand, and any such City Rules and Powers, on the other hand, the latter shall prevail and
govern in each case. This Section shall be interpreted for the benefit of City.
Notwithstanding the foregoing, the City represent and warrant that to the best of their
knowledge the obligations assumed and the rights granted hereunder by the City are
consistent with City Rules and Powers and they are unaware of any conflict with any such
City Rules and Powers. Further, should it subsequently be determined by a court of
competent jurisdiction that such inconsistency exists and in the reasonable business judgment
of Developer such inconsistency materially impairs Developer's ability to use the Studio
Property for its intended purpose, then Developer shall have the right but not the obligations
to terminate this Agreement without further obligation on the part of Developer.
12.3 Conflict of Interest. No member, official or employee of the City shall have —
any direct or indirect interest in this Agreement, or participate in any decision relating to the
Agreement that is prohibited by law.
12.4 Employment Opportunities. To the extent permitted by. law, Developer shall
make a good faith effort to employ and provide a preference for employment to Downey
residents for permanent jobs in the project. Developer shall cooperate with the applicable .
City departments and local agencies in the advertisement and referral for employment to
Downey residents.
ARTICLE 13.
DEFAULTS, REMEDIES AND TERMINATION
13.1 Defaults: Generall y. The occurrence of any or all of the following (each, an
"Event of Default ") shall, after the expiration of the applicable cure period provided in
Section 13.3 below, constitute a default ("Default(s)'� under and a breach of this Agreement:
(a) Failure of either party to promptly pay in full any sums or amounts due
the other party under any term of this Agreement;
(b) Failure or delay in the due, prompt and complete observance and
performance of each and every condition, covenant or obligation imposed on Developer or
City, respectively, by this Agreement; ._
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(c) Discovery that any material representation or warranty of Developer or
City made hereunder was false or misleading when made;
(d) To the extent the proceeding unreasonably impairs Developer's ability
to fulfill its obligations under this Agreement, the filing of a petition in bankruptcy by or
against Developer, or appointment of a receiver or trustee of any property of Developer, or
any assignment by Developer for the benefit of creditors, or adjudication that Developer is
insolvent by a court, or levy of an attachment or execution against any substantial portion of
Developer's property, against Developer's interest in the Studio Property, or against the
Studio Property or any portion thereof in circumstances such that City reasonably believes
Developer is unable to protect City's interests under this Agreement;
13.2 Notice of Default. The non - defaulting party shall give written notice of an
Event of Default ( "Notice of Default"} to the party in default, specifying the Event of
Default complained 'of by the injured party. Failure or delay in giving such notice shall not
constitute a waiver of any Event of Default, nor shall it change the time of Default.
13.3 Right to Cure an Event of Default. The party whose acts or omissions to act
constitute an Event of Default as defined in Section 13.1 shall be entitled to cure, correct, or
remedy such Event of Default, if (i) such defaulting party commences and thereafter
diligently pursues the curing of said Event of Default within fifteen (15) days of receipt of a
Notice of Default, as defined in Section 13.2; and (ii) such defaulting Party fully completes
such cure, correction or remedy within thirty (30) days of receipt of said Notice of Default,
or, the event that the Event of Default is not curable within said thirty (30) day period),
within such additional period as is reasonably necessary to cure said Event of Default;
provided that such additional period shall not in any event exceed ninety (90) days without
the non - defaulting party's consent. In the event Developer reasonably and in good faith
contends that it will take more than ninety (90) days to cure the Event of Default, Developer
and City shall meet and confer in good faith and determine whether additional time is
required to cure the Event of Default, and, if so, City shall extend the time to cure the Event
of Default. Notwithstanding anything to the contrary in this Section, if the Event of Default
consists of a party's failure to timely discharge its monetary obligations to any other party,
then the party in default shall cure any such default within ten (10) days of receipt of a Notice
of Default.
13.4 Dgngges. If Developer fails to close the transaction for purchase of the
Property when required by this Agreement, the Deposit and any interest accrued thereon shall
be delivered by Title Company to City as. liquidated damages as City's sole and exclusive
remedy for Developer's breach or default, whereupon this Agreement shall terminate and
Developer and City shall be relieved of further liability hereunder, at law or in equity. City
and Develop acknowledge that it would be extremely impractical and difficult to ascertain
actual damages that would be suffered by City if Developer fails to consummate the purchase
of the Acquisition Parcel as and when contemplated by this Agreement. This liquidated
damage provision shall not apply to the covenants set forth in Sections 11.3 and 11.4 hereof
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which shall survive any termination of this Agreement separate and apart from this Section
13.4.
13.5 Specific Performance. If City Defaults under any of the provisions of this
Agreement, Developer may commence an action for specific performance of the terms of this
Agreement.
ARTICLE 14.
GENERAL PROVISIONS.
14.1 Final and Entire Agreement; Integration. This Agreement is the final, entire
and exclusive agreement between the parties and supersedes any and all prior agreements,
negotiations and communications, oral or written. No representation, promise, inducement
or statement of intention has been made by any of the parties not embodied in this Agreement
or in the documents referred to herein, and no party shall be bound by or liable for any
alleged representation, promise, inducement or statements of intention not set forth or
referred to in this Agreement.
14.2. Successors and Assigns. The terms, covenants, conditions, representations
and warranties, contained herein shall be binding on and inure to the benefit of the heirs,
successors and assigns of the respective parties hereto. No party to this Agreement shall
assign its rights hereunder without the written consent of all parties to this Agreement, which
shall not be unreasonably withheld. Any such assignment shall not relieve the party
assigning its rights of its obligations hereunder. Notwithstanding the above, Developer may
freely assign its rights hereunder.
14.3. Notices. Any notice, request, demand, instruction or other document or
communication required or permitted to be given hereunder shall be in writing addressed to
the respective party as set forth below and may be personally served, sent by facsimile, or
sent by a nationally recognized overnight courier or by U.S. Mail, first .class, addressed as
follows:
To Developer: Industrial Realty Group, LLC
12214 Lakewood Blvd.
Downey, California 90242
Attention: Stuart Lichter
Fax: (562) 803 - 4796
With Copies to: Fainsbert, Mase & Snyder, LLP
11835 West Olympic Blvd.
Suite 1100
Los Angeles, .California 90064
Attention: John A. Mase, Esq.
Fax: (310) 473 -8702
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City of Downey: 11111 Brookshire Avenue
Downey, California 90241 -7016
Attention: City Manager
Fax: (562) 923-6388
With copies to: Oliver, Vose, Sandifer, Murphy & Lee
281 S. Figueroa Street, Second Floor
Los Angeles, California 90012
Attention: Charles S. Vose, Esq.
Fax No. (213) 621 -2211
Any parry may change their notice address and/or facsimile number by giving written notice
thereof in accordance with this Section. All notices hereunder shall be deemed given: (1) if
served in person, when served; (2) if sent by facsimile, on the date of transmission if before
6:00 p.m. P.S.T.; provided that a hard copy of such notice is also sent by either a, nationally
recognized overnight courier or by U.S. Mail, first class; (3) if by overnight courier, by a
nationally recognized courier which has a system of providing evidence of delivery, on the
first business day after delivery to the courier; or (4) if by U.S. Mail, on the third day after
deposit in the mail, postage prepaid, certified mail, return receipt requested.
14.4 Attorneys' Fees. In the event any suit, action or proceeding is instituted by
any party in connection with the breach, enforcement or interpretation of this Agreement, the
prevailing party therein shall be entitled to the award of reasonable attorneys' fees and related
costs in addition to whatever relief the prevailing party may be awarded.
14.5 Real Estate Commission. Developer represents and warrants to City and City
represents and warrants to Developer that no broker has been engaged by it in connection
with the transaction contemplated by this Agreement. Each party shall indemnify, protect,
defend and hold harmless the other party, including reasonable attorneys fees, in respect of
any breach of such representation and warranty.
14.6 Severability. The invalidity, illegality, or unenforceability of any provision of
this Agreement shall, in no way affect the validity of any other provision of this Agreement.
In the event that any provision of this Agreement is contrary to any present or future statute,
law, ordinance, or regulation, the latter shall prevail, but in any such event the provisions of
this Agreement affected shall be curtailed and limited only to the extent necessary to bring it
within the requirements of the law.
14.7 Law. This Agreement shall be governed by and construed in accordance with
California law.
14.8 Waiver. The waiver or failure to enforce any provision of this Agreement
shall not. operate as a waiver of any future breach of such provision or any other provision
hereof.
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14.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and such
counterparts shall together constitute but one and the same Agreement.
14.10 Review; Interpretation. Each party to this Agreement has carefully reviewed
this Agreement, is familiar with the terms and conditions herein, and was advised by legal
counsel of his or its own choice with respect thereto. This Agreement is the product of
negotiation among the parties hereto and is not to be interpreted or construed against any
party hereto.
14.11 Headings; Constructions. The headings used throughout this Agreement have
been inserted for convenience of reference only and do not constitute matter to be construed
in interpreting this Agreement. Words of any gender used in this Agreement shall be held
and construed to include any other gender, and words in the singular number shall be held to
include the plural, and vice versa, unless the context requires otherwise. The term "person"
as used in this Agreement, includes a natural person, corporation, association, partnership,
organization, business, trust, individual, or a governmental authority. The words "herein,"
"hereof;" "hereunder" and other similar compounds of the word "here" when used in this
Agreement shall refer to the entire Agreement and not to any particular provision or section.
Whenever a reference is made to a particular Article of this Agreement, it shall mean and
include all sections, subsections and subparts, and, whenever a reference is made to a
particular section or subsection, it shall include all subsections and subparts. If the last day
of any time period stated herein shall fall on a Saturday, Sunday or legal holiday, then the
duration of such time period shall be extended so that it shall end on the next succeeding day
which is not a Saturday, Sunday or legal holiday.
14.12 Force Mai eure. In discharging their respective duties under this Agreement,
each party shall be held to a standard of reasonableness and shall not be liable to the other for
any delays resulting from matters outside its control, including, but not limited to, acts of
God, civil riot, war, strikes, labor unrest, or shortage of material. In the event an item of
force majeure occurs causing a delay, the party needing the relief from the force majeure
event shall give the other party notice at least thirty days from the occurrence of any such
event to the extent necessary or appropriate.
14.13 No Obligation To Third Parties. This Agreement shall not be deemed to
confer any rights upon, nor obligate either of the Parties to this Agreement to, any person or
entity not a Party to this Agreement and the Parties explicitly disclaim any intent to create a
third party beneficiary relationship with any person or entity as a result of this Agreement.
14.14 Nonliability. The parties agree that, in the event any party is a corporation,
neither the directors, officers, employees, shareholders nor any agents of any such
corporation shall have any personal liability or obligation hereunder, and that each party shall
not seek to assert any claim or enforce any of its rights hereunder against such directors,
officers, employees, shareholders or agents, whether disclosed or undisclosed.
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14.15 Further Acts. In addition to the acts recited in this Agreement to be performed
by City and Developer, City and Developer agree to perform or cause to be performed before
or after the Closing any and all such further acts as may be reasonably necessary to
consummate the transaction contemplated hereby. .
14.16 Cooperation Prior to Closing. City agrees to cooperate with Developer to
determine the status and availability of all City approvals and permits necessary to enable
Developer to develop the Studio Property as contemplated hereunder, and will provide copies
or information relating to any other request made by Developer in any way relating to the
Studio Property, any, past or present operation thereon, specifically including any and all
information relating to the City's present use of the NASA Site as a movie and television
production facility.
14.17 Cooperation in the Event of Legal Challenge. In the event of any legal action
instituted by a third party, including, without limitation, any other governmental entity or
official, challenging the validity of this Agreement or any Entitlements which may be granted
by City for the Studio Property, the parties agree to cooperate fully with each other in
defending such action.
14.18 Exchange Cooperation. Developer and City agree to cooperate with each
other in accomplishing a tax deferred exchange for either party under Internal Revenue Code
Section 1031, which shall include the signing of reasonably necessary exchange documents;
provided, however, that (a) neither party shall incur any additional liability or financial
obligations as a consequence of such exchange, (b) such exchange shall not delay the
Closing; and (c) neither party shall be required to take title to any property as part of an
exchange other than Developer receiving title to the subject property herein. This Agreement
is not subject to or contingent upon either party's ability to effectuate a tax deferred
exchange. In the event any exchange contemplated by either party should fail to occur, for
whatever reason, the sale of the subject property shall nonetheless be consummated as
provided herein.
14.19 Incorporation of Exhibits. All Exhibits referred to in this Agreement are
incorporated herein by such reference and made a part hereof.
[Signatures contained on the following page]
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IN WITNESS WHEREOF, the Parties have executed this Real Property Purchase and
Sale Agreement as of the date first above written.
All signatures of the Parties must be notarized.
"Ciw}
THE CITY OF DOWNEY
Date: December 1 , 2003 By:
Rick Trejo,Ma r
ATTEST,
Doyle
APPROVED AS TO FORM: Ch—f Deputy City Clerk
Oliver, Vose, Sandifer, Murphy & Lee
City Counsel
"Developer"
INDUSTRIAL REALTY GROUP, LLC
A Nevada limited liability company
By: S. L. Properties, Inc.
A Delaware corporation
Its: Manue
Date: December 1 '2003 By:
Stuart Lichter, President
ATTEST:
Kg ) LI,P
AFRO AS TO FORM:
Fainsbert Mase & Snyder, LLP
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CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT
State of California
County of Los Ades
On December 9, 2003 before me, �J yce E. Doyle Notary Public
Dale Name and We a OtHmt fe.g.. Vane Om, No" Pubic')
personally appeared Rick Trejo
Name(a) a Sigrerte)
El personally known to me – OR – ❑ proved to me on the basis of satisfactory evidence to be the person(s)
whose nameJ40tre subscrib5gliq the within instrument
and acknowledged to me that11~hey executed the
�e in her /their authorized capacity()es), and that by
11 eri'Mr signature(g) on the Instrument the personK,
or the entity upon behalf of which the person(s) acted,
executed the instrument.
JOYCE E. rtr
Commission #1320595 3 WITNESS my hand and official seal.
2 Notary Public - California 5
E Los Angeles 715
taty Comrn. Exp cp
Sigratum a FW&y Pubic
OPTIO L
Though the information below Is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: Real ProPertY Purchase and Sale Agreement
Document Date: November 30, 2003 Number of Pages: 39
Signer(s) Other Than Named Above: Stuart Lichter
Capaclty(les) Claimed by Signer(s)
Signer's Name: Rick Trejo
• Individual
• Corporate Officer
Titie(s):
• Partner —❑ Limited ❑ General
• Attorney -in -Fact
• Trustee
• Guardian or Conservator
gJ Other: Municipal Corp. Top of thumb here
Mayor, City of
Downey
Signer Is Representing:
City of Downey
Signer's Name:
❑ Individual
Corporate Officer
Tltle(s):
Partner — ❑ Limited ❑ General
Attorney -in -Fact
Trustee
Guardian or Conservator
Other:
Signer is Representing:
RIGHT THMIBPRINT
CF SIGNER
O 7985 Nadoml 41tuy Aswdatbn • CM Rammel Ave., P.O. Boa 7194 . Canoga Park, CA 91809.7184 Prod No. 5907 Reorder. Cai I.Fm 1.900.878.6827
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On 2003, before me, personally appeared
, the Mayor of THE CITY OF DOWNEY, the public entity named
therein, personally known to me (or proved to me on the basis of satisfactory evidence) to be
the person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the instrument
the public entity upon behalf of which the person acted, executed the within instrument.
WITNESS my hand and official seal.
Signature
(This area for official
notarial seal)
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS GELES )
On 6&/-Y,- 2003, before me, personally appeared
STUART LICI -Mj Z personally known to me (or proved to me on the basis of satisfactory
evidence) to be the persorK ffhose namey_ are subscribe rto the within instrument and
acknowledged to me that.my executed the same in .this authorized capacity, and that by
htiAteir signature on the instrument the persorX or entity upon behalf of which the persol>!t('
actedLeuted the within instrument.
n` p 'SSE M ALVAREZ
hand and official seal. ; M Commission # 1305372
�y Q Notary Public- California
a Los Angeles County
Signature nay Comm. Exa1, zoosr
(This area for official
notarial seal)
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S4JAMUCHTER1DowneylPutchwe A4eement0owneyPSA v19.124H- 03.doc
LIST OF EXHIBITS
Exhibit "A"
NASA Site Plan (Recital A)
Exhibit `B"
License Agreement (Recital C (viii))
Exhibit "C"
Existing Environmental Documents (Recital D; Section 9.3)
Exhibit "D"
Studio Property Site Map (Recital E; Section 1.3. 1)
Exhibit "E"
Acquisition Parcel Site Map (Recital E)
Exhibit "F"
Acquisition Parcel Legal Description (Recital E; Section 2.1.1)
Exhibit "G"
Ground Lease Parcel Site Map (Recital E)
Exhibit "H"
Ground Lease Parcel Legal Description (Recital E)
Exhibit "t'
Form of Certificate of Compliance (Recital F (iv); Section 3.1)
Exhibit "P'
Cut -Out Parcel Legal Description (Section 2.2)
Exhibit' '
NASA Documents (Section 4.1;Section 7.1.3)
Exhibit "L"
Form of Memorandum of Ground Lease (Section 5.1.6)
Exhibit "M"
Excluded Personal Property (Section 2.1.3)
Exhibit "N'
Form of Occupant Release (Section 9.6. 1)
Exhibit "O"
Other Infrastructure Requests (Section 11.2.3)
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S:UAMUCffMR\Downcyftrawe Agrc=wt\DowncyPSA 09.12-0"Idoc
A,
EXHIBIT "A"
NASA Site Plan (Recital A)
L
L
EEADSON k A36OCIATES. INC.
„ Surveying h Mapping COnsdtants
STEWART AND CRAY ROAD
5220 0 STREET
CHINO, CA. 91710 NASA SITE DIIyL_ EiITIT
(9091 364 -1681 EbSTING PARCELS
((909 364 -1781 FAX
PARCEL 6
ELM
NSEA OR
PARCEL 1
I Imh = 400 Tact
RD.
PARCEL 5
m
er
PARCEL 2
I
W '
� PARCEL 3
e
II
t i PARCEL 4
LL
�E tltl'ETiW. HKi1M4►T —
FXIIBITA— DIAGRAMOF THE MASASM-a41FXHMTR — 5- IS-f13 9:4145 —EST
A
EXHIBIT 4B"
License Agreement (Recital C (viii))
L
A
REVOCABLE LICENSE
The NATIONAL'AERONAUTICS AND SPACE ADMINISTRATION (NASA), acting by and through
�r the Director, Lyndon B. Johnson Space Center (JSC), for good and adequate consideration, does hereby
grant to the CITY OF DOWNEY, CALIFORNIA (the City), this Revocable License (this License) for the
term of one (1) year, for the non - exclusive use of Parcels I and 2 of the NASA Industrial Plant (the
Premises), located at 12214 Lakewood Boulevard, Downey, California, and described in Exhibit A to this
License, for film and video production, other purposes related to film and video production, site
preparation for development (including environmental testing), and for such other purposes as may be
added to this License pursuant to the terms thereof, subject to existing easements and rights -of -way, and
subject to the following conditions:
1. GENERAL CONDITIONS—
a. COMPLIANCE, Any use made of the Premises by this License, and any construction, maintenance,
repair, or other work performed thereon by the City, including the installation and removal of any article
or thing, shall be accomplished in a manner satisfactory to NASA. Except as otherwise indicated in this
License, all communications, requests for approval, and other coordination pursuant to this License
between the City and NASA shall occur through the JSC Realty Officer, NASA Johnson Space Center,
2101 NASA Road 1, Mail Code JA 16, Houston, Texas 77059. All requests for consent or approval from
the City to NASA under this License, and all consents or approvals granted by NASA under this License,
must be in writing.
b. STRUCTURES. The City shall not place or construct upon, over or under the Premises any
installation or structure of any kind or character, without the prior written consent of NASA. Upon
termination ofthis License, to the extent directed by NASA, the City shall remove all alterations,
additions, betterments and improvements made, or installed, pursuant to this License, and restore the
Premises to the same, or as good condition, as existed on the date ofentry under this License (with the
exception of reasonable wear and tear, acts of God, or arm of NASA, its agents or contractors), unless
such termination is incident to the transfer of title to the Premises fnotn the United States to the City.
c. LAWS AND ORDINANCES. In the exercise of any privilege granted by this License, the City shall
comply with all applicable Federal, State, municipal and local laws, regulations, and ordinances, and the
rules, orders, regulations and requirements of Federal governmental departments and bureaus.
d. SANITARY CONDITIONS. The City shall at all times keep the Premises in a sanitary condition
satisfactory to NASA.
e. DAMAGE. No United States property shall be destroyed, displaced or damaged by the City in the
exercise of the privileges granted by this License without the prior written consent of NASA. NASA's
consent will be conditioned upon the express agreement of the City promptly to remove all rubble and
debris resulting from the destruction, displacement, or damage to property in the exercise of the privileges
granted by this License. Any proposal by the City to desdoy, displace, or damage United States property
trader this License which may result in the generation of hazardous waste sball be subject to the
requirements of section U. d. below.
The City shalt be liable for any loss of, or damage to, the Premises, including any environmental loss or
damage to the Premises, incurred as a result of its use, and shall make such restoration or repair; or
monetary compensation, as may be directed by NASA. The City shall not be responsible for any loss of,
or damage t, the Premises incurred solely as a result of reasonable wear and tear, acts of God, or acts of
NASA, its agents or contractors, occurring during the term of this License. Pre-existing conditions are
covered by section I. p. below.
I STORAGE. Any United Slates property which must be removed to penmit exercise of llle privilege
gnsmed by this License shall be stored, relocated or removed from the site, and returned to its original
location upon termination of this license, at the sole cost and expense of the City, as directed by NASA,
unless NASA determines that such activities will be rendered unnecessary due to the transfer of title of -
list Pranises from the United Sates to the City.
g. OPMUMON. The City shall confine activities on the Premises strictly to those reasonably necessary
for the enjoyment of the authorized uses hereby Licensed, as set forth in section Il. a., and shall refrain
from unreasonably marring or impairing [he appearance of said Premises, obstructing access thereto,
interfering with the transaction of Govemmenl business and the convenience of the public, or
jeopardizing the safety of persons or property, or causing public criticism.
The City shall maintain the Premises, including all equipment, fixtures, and appurtenances furnished by
NASA under this license, in as good a repair and coalition as the condition of the Premises as of the date
hereof, with the exception of reasonable war and Icar, acts of God, or acts of NASA, its agents or
contractors. The City shell obtain, at its own expense, any utility/energy resources required to operate the
Premises in the desired operable condition ("Premiers Utility Services'). The City shall also provide, at
its own expense, security adequate to maintain the Premises in it safe condition. In addition to the
Premises Utility Services, upon request by NASA the City shall undertake commercially reasonable
efforts to provide available utility set -eke, including unintemrptible power, to NASA for the ongoing
remediation work ('NASA Utility Service'). NASA stall reimburse the City for all actual direct casts
and expenses incurred by the City in supplying the NASA Utility Service in a manna to be agreed upon
by NASA and the City. 7le City shall have the right to contract with my utility provider, in its sole and
absolute discretion, for the supply of the NASA Utility Service. In no event shall the City be required to
assume or be bound by any contract, arrangement or other agreement by which utility service is currently
being provided to NASA for the ongoing remAintion work
It. NOTICE. Any property of the City installed or located on the Premises shall be removed upon thirty
(30) calendar days' written notice from NASA, or upon such notice as indicated in section 1. m. below,
unless NASA determines that such activities will be rendered unnecessary due to the Ovinsfer of title of
the Premises from the United States to the City.
L NONDISCRIMINATION. The City agrees that no person will be discriminated against in
connection with the use made by the City of the Premises on the ground of race, color, national origin,
sex, handicapped condition, or age, nor will any person be denied the benefits of or be subjected to
discrimination under any program or activity held, conducted or sponsored by the City in Chet any
activity, program or use made of the Premises by the City will be in compliance with the provisions of
Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.). Section 504 of the
Rehabilitation Act of 1973, as amended (29 U.S.C. 794), and the Age Discrimination Act of 1975, as
amended (42 U.S.C. 6101 et seq.). and the applicable regulations of NASA (14 CFR Parts 1250 - 1252).
The City will obtain from each person or firm, who through contractual or other arrangements with the
City, provides services, benefits or performs work on the Premises, a written agreement whereby the
person or ftmt agrees to assume the same obligations with respect to nondiscrimination as those imposed
upon the City by law and will furnish a copy of such agreement to NASA.
The breach by the City ofoonditions relating to nondiscrimination shall constitute sufficient cause for
termination of1his License.
j. INDEMNIFICATION. The City shall indemnify and hold harmless the United States, its officers,
agents, servals and employees (the released parties) against any and all actions, claims, demands,
liabilities, losses. or damages whalsoeva,that may in any manner be imposed on, or incurred by, the
released parties under the Federal Tort Claims Act, as amended (29 U.S.C. 2671 et seq.), any
environmental law or regulation, or any other taw, due to dhe death or injury of any person, or the loss or
damage, including environmental loss or damage, to the property of any person, directly or indirectly due
to the exercise by the City of the privileges granted by this License, or to any other act or omission of the
City, including failure to comply with the obligations of this License_ pre- existit% conditions are covered
by section 1. p, below. The indemnification provided for in this section I. J. shall be independent of the
presence or absence of any insurance coverage.
L INSURANCE The City, at no expense in NASA, shall carry and maintain the following insurance
during the entire period of this License:
(1) Insurance providing coverage (in the amount of two million dollars (52,000,000) per occurrence and
in the aggregate) against claims for property damage, and personal injury, including without limitation,
bodily irjury or death, occurring upon, in or about the Premises, inhaling any buildings thereon and
adjoining sidewalks, stroets, and passageways, which shall include coverage against liability for bodily
injury and property damage arising out of the sets or omissions by or on behalf of any person or
organization using the Premises in connection with the City's activities, including use involving any
owned, non - owned, leased or hired automotive equipnrnt ( "General Liability Insurance"). NASA
acknowledges that the City shall: (i) be'self insured for the first one million dollars (S 1,000,000) of
General Liability Insurance; and (ii) maintain excess municipal liability insurance in the amount of one
million dollars (SI,000,000) through a pooled system of insurance provided by the Independent Cities
Risk Management Authority ("ICRMA "). in full satisfaction of ils General Liability Insurance obligations
under this License. Subject to the term of section 1. k45), the City shelf maintain General Liability
Insurance throughout the two or this License. The City's soif insutatice coverage shall be evidenced by
the issuance of a Certificate of Insurance to NASA in the form attached hereto as Exhibit B, concurrently
with the execution of this License.
(2) If sod to the extent required bylaw, the insurance required to be carried and maintained by the City
shall include workers' compensation and emptoycr's liability or similar insurance in form and amounts
4 required by law.
(3) All policies of insurance which this License requires the City to carry and maintain shall be effected
under valid and enforceable polices issued by insurers of recognized responsibility. All insurance policies
or certificates issued by the respective insurers as provided for above shall be for the mutual benefit of the
United States and the City, and shall name the United Slates, National Aeronautics and Space
Administration, as either a named insured or as an additional insured, as appropriate for the particular
policy. Fmh policy shall provide that any fosses shall be payable notwithstanding any acts or failure to
act or negligence of NASA or the City or any other person; provide that no cancellation, reduction in
amount, or material change in coverage thereof shall be effective until at lest thirty (30) calendar days
after receipt by NASA of written notice therwf; provide that the insurer shall have no right of subrogation
against the United'Stater and be teasonably satisfactory to NASA in all other respects. Under no
circurmteneet will "City be entitled to assign to any third puffy rights of action that the City may have
against the United Stalls. Notwithstanding the foregoing, any cancellation of insurance coverage based
on nonpayrnmt of the premium shall be effective upon thirty (30) caltndar days' written notice to NASA.
The City understands and agrees that cancellation of shy insurance coverage required to be carried and
maintained by the City shall constitute a failure to comply with a material tom of this License, and
NASA shall have the right to terminate this License upon receipt of any ituch cancellation notice provided
that NASA has fast notified the City in writing of its intent to terminate this License on account of such
failure, and the City fails to provide NASA evidence of insurance within fifteen (15) days of the (Sty's
receipt of such notice.
(4) The City shall apply and use any proceeds paid under any insuratwe policy or policies carried and
maintained by the City pursuant to this License first to satisfy any claims, damages, and costs assessed
L against the United States, or to restore, repair or replace any United States property damaged or
destroyed. or both, as the can may be.
(S) Notwithstanding anything to the contrary in this section I. k., the City may satisfy its insurance
obligations under section 1. k. (1) and section 1. k. (2) by requiring its licensees, sublicensees, and invites&
to carry such insurance coverage and requiring that they name NASA an additional insured on politics
evidencing such insurance, in which event the City shall be relieved of its obligations under section _
[`r 1. k. (1) and section 1. k. (2) until such literates, sublicensem and invitees no longer carry such insurance
coverage; provided that NASA has given its prior written approval to each such insurance policy carried,
and provided that the City has assured NASA that no gap in the required insurance coverage will result
from this alternative procedure.
1. NON - ASSIGNABILITY. The License shall be neither assignable nor transferable by the City. The
City may enter into subliomm under this License upon prior written approval by NASA for each such
sublicense. Such approval shall not be unreasonably denied.
m. TERMINATION. This License shall terminate at the end or one (I) year from the date hereof, unless
renewed pursuant to section L o. below. This Licetae may be terminated at any time by NASA, without
cost to NASA, upon thirty (30) calendar days written notice to the City if: here has been a failure by the
City to comply with any term or condition of this License; or there has been a determination by NASA
dot the interests of the national defense, the national space program, or the public welfare require such
termination, or that termination is desirable in order to facilitate disposal of the Premises. I f this License
is terminated by NASA, written notice of termination shall be given to the City by the Director of JSC,
and the termination shall be effective as of the date specified by such notice. This License may be
terminated by the City at any lime, upon thirty (30) calendar days written notice to NASA. This License
shell automatically terminate upon the transfer of title to the Premises from the United States to the City,
ifsuch transfer occurs prior to the expiration of this License.
n. ATTEMPTED VARIATIONS. Metre shall be no variation or departure from die terms of this
License by the City without prior written toner of NASA.
a RENEWAL. Upon the mutual consent of NASA and the City, this License may be renewed prior to
'err its termination at the end of its one (1) year teen for an additional one (l) year period.
p. PRE - EXISTING CONDITIONS. The City shall not have any obligation, liability or responsibility to
(i) correct, remedy, or indemnify the released parties under section 1. j. above, for any violation of
applicable Federal. State, municipal and local laws, regulations and ordinances, and the rules, orders,
regulations and requirements of Federal governmental departments and bureaus in effect as of the date
hereof relating to the physical and/or environncanah condition of the Premises existing on or before the
date hexcot or (ii) to rernediate, indemmify the released panties under exexiem 1. j. above, or otherwise take
any action with respect to any hazardous substance existing in, on, uoder, or about the Premises as of the
date hereof not released by the City or any sublicensee, agent or oonbww of the City, and for which the
City, or any sublicenwe, spent or contractor of the City, is not otherwise responsible. However, the City
agrees that no action dealt be taken or omitted which would in any way aggravate any existing violation
of applicable Federal, State, municipal and local laves. regulations and ordinances, and the rules, orders,
regulations and requiremeils of Fedetxl governmental departments and bureaus in effect as of the date
hereof relating to lbe physical and/or environmental condition of the Premises. Consistent with section
1. q. below, the City auxpts the Premim under (his license "As le.
q. TRANSFER OF THE PREMISES "AS IS ". The City agrees that the Premises are transferred to the
Cny under this L(cemsc "As IC for the authorised uses contained herein, without any representation,
warranty, or guaranty of any kind as to any matter related to the condition or sate of repair of the
Premises, including but not limited to any representation, warranty, or guaranty that the Prtmisa ate in a
condition or rot to be used for the purposes authorized by this License. The City admowledges that it her
inspected, is aware of, and accepts the condition and slate of repair of the Premises, and further
acknowledges that NASA has not nude any representation, warranty, or guaranty concerning the
condition or sale of repair of the premiers.
n. SPECIAL CONDITIONS --
- a. The only authorized uses of the Premises as of the effective date of this Ucense are for film and video
production, other purposes related to film and video production, and site preparation for development
(including environmental testing). NASA may authorize additional uses upon the request of the City,
provided that such uses arc not incompatible with ownership of the Premises by NASA. Such
authorization of additional uses must be in writing.
b. Mc City and NASA recognize the importance of the environmental remediatim and monitoring
being undertaken by NASA pursuant to its responsibilities under ehviromnental laws and regulations, end
the necessity of maintaining undisturbed the areas of such environmental retrcdiatien and monitoring.
The City will take all necessary measures to secure these areas, listed in Exhibit C to this License, and to
restrict access to these areas to City and NASA employees and contractors with a need to inspect or work
in these areas. The City will also ensure that all activities undertaken pursuant to the above authorized
use or uses are compatible with de proper operation and maintenance of the environmental raMlistion
and monitoring being undertaken by NASA.
c. The City is authorized to conduct environmental testing upon the Promises for purposes of site
characterization in preparation for development subject to the following conditions. Prior to the
commencement of any environmental testing on the Premises, the City shot I provide a work plan for
NASA approval at least ten (10) working days prior to the proposed commencement of testing. The
work plan must outline the kind of testing being proposed, the location and the duration of the proposed
testing, and the methods to be used in such testing. The work plan must also include an opportunity to
lake split samples for analysis by NASA's environmental contractor. The City must provide NASA with
a copy of any reports produced its a result of any tests taken on the she. The work plan should be
submitted to the Environmental Office, NASA Johnson Space Center, 2101 NASA Road I, Mail Code
JAI 31, Houston, Texas 77058. NASA will use it beat efforts to either approve or deny approval to the
plan within ten (10) working days of receipt of the work plan by the Environmental Office.
Environmental testing shall not commence before the approval of NASA is obtained. if approval is
denied, NASA will give its ten= for rich denial, and will use its best efforts to work with the City to
help formulate an acceptable work plan for environmental testing.
d. Any proposal by the City to destroy, displace, or damage United States property under this License
which may result in the generation of hazardous waste pursuant to the Resource Conservation and
Recovery Act (RCRA), as amended, 42 U.S.0 6901 e�gq., shall include a work plan for N ASA
approval containing a description of (re proposed process for packaging and handling the hazardous
waste, and transferring the hazardous waste off site, including record- keeping procedures and the
identities and Environmental Protection Agetry ID manbxs of all entities involved in the generation,
transportation, and disposal ofthe hazardous waste. The work plan should be submitted to the
Frrvironmental Offce; NASA Johanson Space Center, 2 10 1 NASA Road 1, Mail Cade JA 131, Houston,
Texas 77058. NASA will use it best efforts to either approve or deity approval to the plan within twenty
(20) working days of moeiptof due working plan by the Environmental Ocoee. No United States property
containing hazardous waste shell be destroyed, displaced or damaged before the approval of NASA is
obtained. if approval is denied, NASA will give its reasons for such denial, and will use its beat efforts to
work with the City to help formulate an acceptable work pion for hazardous waste disposal.
c. The City shall forward any funds received from the ate of United States property destroyed,
displaced, or damaged under this License, including but not limited to sales for recycling or materials
recovery purposes, net of reasonably allocated costs, to the following address: 1SC Collection Agent,
NASA Johnson Space Center, 2101 NASA Road 1, Mail Code L7, Houston, Texas 77058.
f. The City and NASA acknowledge the existence of numcfotm structures on the Premises which have
been identified as having historical significance, and (rata Memorandum of Agreement (MOA), dated
April 2, 2001, has been entered into between the City , NASA, the General Services Administration
(GSA) and the California State Historic Preservation Officer (the Historic Property MOA) to protect the
historical nature of these structures. llm City will take all necessary measures to ensure that all activities
F undertaken pursuant to the above authorized use or uses arc compatible with the Historic Property MOA.
�✓ The structures subject to the Historic Property MOA include Buildings 1, 6, 10, 1 I, 25, 36, 39, 41, 42,
108, 120, 123, 125, 126, 127, 128, 130, 288, and 290. (11he parties agree that this listing of structures
covered by the MOA is not all inclusive.) Furthermore, the City shall provide a copy of the MOA along
with all referenced documents to any sublicensee, agent or contractor, and agrees to provide oversight to
make certain that all aspects of the MOA are properly complied with by any sublicensee, agent or
contractor. The parties agree that failure to comply with the MOA shall constitute a sufficient cause for
termination of this License.
g. Prior to the commencement of any film production activity on the Premises, the City shall afford
NASA a reasonable opportunity to review this script, to ensure that the script does not compromise or
otherwise adversely affeot tlhe integrity, reputation, and high standards associated with NASA and the
U.S. Government_ Film production activity shall not commence before the approval of NASA is
obtained. NASA will use its best efforts to initially approve or deity approval of the script within twelve
(12) working days of receipt of the script by the JSC Realty Officer, NASA Johnson Space Center,
2101 NASA Road I, Mail Code JA16, Houston, Texas 77058, who will forward the script to NASA
Headquarters for review, if necessary.
IL For any authorized use pursuant to which the City derives net revenue during the tetra of this License,
the City shall submit to the Collection Clerk at the address shown below at the end of the one (1) year
term of this License, and at the end of the one (t) year renewal period, if applicable, a certified statement
itemizing its operating expenses and the revenues dhxfvcd from the use or the Premises, along with a
check or money order made p, yable to NASA for 50 percent of the revenues generated by the use of ter
Premises in excess of the City's expenses. The certified statement and payment, if any, shall be mailed-to
the following address: JSC Collection Agent, NASA Johnson Space Center, 2101 NASA Road 1, Mail
Code LZ, Houston, Texas 77058. (All such revenues received by the JSC Collection Agent shall be
deposited in the miscellaneous receipts accounts of" U.S. Treasury.)
i. For purposes of implementing the above GENERAL CONDI77ONS and SPECIAL CONDMONS
clauses, prior to commencing any sctivitia encompassed by the above authorized use or uses, the City
"I submit a plan to the linvironmcnial Office, NASA Johnson Space Batter, 2101 NASA Road 1, Mail
Code JAB 1, Houston, Texas 77058, which shall include the following: I) a description of to locations
proposed to be utilized for such activities, including the specific buildings and areas to be utilized;
2) whether flammable or hazardous materials will be used in the performance of the activities, including
The proposed utilization of any Federal or State fisted hazardous or toxic materials, pyrotechnic devices,
bio hazardous materials, radioactive materials, or hazardous waste from any off -site location; 3) whether
individuals wino are not employes of NASA or the City will be invited onto the Premises; and 4) die
precautions and safeguards to be implemented for purposes of complying with Federal, State, municipal
and local environmental and health and safety laws, regulations, and ordinances. The plan must contain a
certification by the Fire Marshal of the City, or other appropriate City official, to flu effect that the
proposed activities are compatible with the areas in which they are to be performed, with the Historic
Property MOA, and with the proper operation and mahhtaance of the environmental remedistion and
monitoring arms and that the proposed activities comply with all Federal. State, municipal and local
a"ironmental and health and safety laws, regulations, and ordinances.
L
IN WITNESS WHEREOF, NASA and the City have executed this license of the date last set forth below.
L41
FOR NASA:
ARoy S. Euews
Acting Director
Lyndon B. Johnson Space Center
FOR THE C17Y;
Robert C. winningham
My-
City of Downey
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Date:
Date- /?/OV•
APPROVED AS TO FORM:
PAA R �
Speci4I Legal Cowsel
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LEGAL DESCRIPTION
BEING A PORTION OF SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST,. RANCHO rR
SANTA GERTRUDES. IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA PER THE MAP THEREOF RECORDED IN BOOK 32, PAGE 18 OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID LOS
ANGELES COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE MONUMENT IN THE CENTERLINE INTERSECTION OF LAKEWOOD
BOULEVARD AND STEWART AND GRAY ROAD, AS SAM) MONUMENT IS SHOWN ON
CALIFORNIA DEPARTMENT OF TRANSPORTATION DISTRICT 7 SURVEY FIELD NOTES,
FIELD BOOK ILL A019C, PAGE 35;
THENCE SOUTH 9'08'10' EAST A DISTANCE OF 544.13 FEET TO THE TRUE POINT OF
BEGINNING;
THENCE SOUTH 0.03'4' EAST A DISTANCE OF 182.65 FEET;
THENCE NORTH 89'51745" EAST A DISTANCE OF 278.72 FEET;
THENCE NORTH 0'08'38" WEST A DISTANCE OF 24.40 FEET;
THENCE NORTH 88.52'21' WEST A DISTANCE OF 148.88 FEET;
THENCE SOUTH 0.05'40" WEST A DISTANCE OF 19.43 FEET;
THENCE NORTH 89.41'01' WEST A DISTANCE OF 76.82 FEET;
THENCE SOUTH 0.09'10' EAST A DISTANCE OF 36.71 FEET;
THENCE NORTH 89'14'03' WEST A DISTANCE OF 52.74 FEET TO THE TRUE POINT OF
BEGINNING.
GORDON D. EDWARDS
PLS 6676 EXPIRES 6-30 -2004
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�%� C.�it y of aC wney
FUTURE UNUMITED
CERTIFICATE OF INSURANCE
OR SELF INSURANCE
In the event of cat>cellation of the self - insurance programs or policies designated
below, it is the intent of the City of Downey to mail 30 days' prior notice thereof
to:
JSC Realty Officer
NASA Johnson Space Center
2101 NASA Road 1, Mail Code JA16
Houston, Texas 77058
The City of Downey certifies that the following self - insurance programs or
insurance policies are in force:
TYPE OF COVERAGE ( POLICY NO& I PERIOD I LIM]= OF LIABILITY
BODII.Y 114J. I PROP DAMAGE I
sw - Ripj D I tNuatma I s1,Opp W cOMBWW stNWz 1M rs
THIS C'SXMCATE is NOT VALID UN=SIGNED BY AN AUrMORIZED REMSENrATIVR OFTRE CITY OF DOWNEY.
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EX MIT "C"
Existing Environmental Documents (Recital D; Section 9.3)
141
EXHIBIT C
C,
rwmrsn :1
List of Environmental Documents Describine Environmental Condition_
of NASA Site
1.
Proposal for Environmental (murance - City of Downey, California; IRG
Environmental, LLC; undated but circa July 2002
2.
Groundwater R.emediation Scope of Work - Enhanced Reductive Decldorination -
NASA Industrial Plant, Downey, California, AGM, undated but circa July 2002
3.
Groundwater Monitoring Report First Quarter 2002 NASA Industrial Plant 12214
Lakewood Boulevard, Downey, California 90241; Earth Tech; April 30, 2002 .
4.
City of Downey - Downey Lauding Specific Plan; EIP Associates; February 2002
5.
Additional Site Assessment Report - NASA Industrial Plant 12214 Lakewood
Boulevard, Downey, California Project Number 36484; Earth Tech; February 15,
2002
6.
Work Plan for Phase 11 Environmental Site Assessment and Risk Assessment
Former Parcel H Portion and Parcel IV of NASA/Boeing Industrial Facility 12214
Lakewood Boulevard Downey, California; SECOR International Incorporated;
January 29, 2002
7.
Phase I Environmental Site Assessment Report Former Parcel 11 Portion and
Parcel IV of NASA/Boeing Industrial Facility 12214 Lakewood Boulevard
Downey, California SECOR Job Number 037.20576.001; SECOR International
Incorporated; November 15, 2001
8_
Draft Health Risk Assessment Former NASA Industrial Facility, Downey,
California, Clayton Group Services, Inc., October 2001
9.
Midpoint Sampling Report Building 244 and Additional Assessment Building 287
NASA Industrial Plant 12214 Lakewood Boulevard Downey, California 90241-
7009; Earth Tech; August 3, 2001
10.
Report of Phase I Environmental Site Assessment Proposed Bellflower
Replacement Hospital Near Northwest Corner of Imperial Highway and
Bellflower Boulevard Downey, California (LAW Project 70131-1-0097.0002);
LawGibb Group; May 8, 2001
11.
Radiation Survey of the Downey Facility (RS- OOO19); The Boeing Corporation;
March 1, 2001
rwmrsn :1
E
umsmn 2
12.
Additional Site Assessment Report Parcel l and Parcel H NASA Industrial Plant
12214 Lakewood Boulevard, Downey, California 90241 -7009; Earth Tech, Inc.;
September 28, 2000
13.
Interim Remedial Action Plan Building 244 Area NASA Industrial Plant 12214
Lakewood Boulevard Downey, California 90241 -7009; Earth Tech; June 27, 2000
14.
Environmental Assessment for the Disposal and Reuse ofNASA Industrial Plant
Downey, California, NASA; May 2000
15.
Preliminary Assessment Report Parcel 1 NASA Industrial Plant 12214 Lakewood
Boulevard, Downey, California 90214 -7009; Earth Tech; May 30, 2000
16.
Preliminary Assessment Report Parcel 2, NASA Industrial Plant 12214 Lakewood
Boulevard, Downey, California 90214- 7009; Earth Tech; May 31, 2000
17.
Environmental Assessment Disposal and Reuse of NASA Industrial Plant
Downey, California; NASA; February 2000
18.
National Aeronautics and Space Administraf4on NASA Contract NASA -4598
Task Order Number 87 Environmental Baseline Survey of Parcel I NASA
Industrial Plant Downey, California; Foster Wheeler Environmental Corporation;
January 2000
19.
Work Plan for Geo- technical Investigation Proposed Kaiser Bellflower Hospital
Facility Northwest Comer of Imperial Highway and Bellflower Boulevard 12214
Lakewood Boulevard, Downey, California; SECOR International Incorporated;
January 29, 2000
20.
Application for Permit to Construct/Operate NASA Industrial Plant 1214
Industrial Plant 12214 Lakewood Boulevard Downey, California; Earth Tech;
December 29 1999
21.
Final Historic Buildings and Structures Inventory and Evaluation National
Aeronautics and Space Administration Industrial Plant Parcels I and I[, Downey,
California; Earth Tech; November 1999
22.
Quality Assurance Plan and Field Sampling Plan NASA Industrial Plant 12214
Lakewood Boulevard Downey, California 90241 -7009; Earth Tech; November
12,1999
23..
Underground Storage Tank Closure Report Boeing North American 12214
Lakewood Boulevard Downey, California; Earth Tech; September 17, 1999
E
umsmn 2
r+vrn09.11 3
24.
Site Assessment Report Building 244 NASA Industrial Plant 12214 Lakewood .—.
Boulevard Downey, California 90241 -7009; Earth Tech, Inc.; August 16, 1999
25.
- 90-Day SVE Pilot Test Report - ApsillMay 1999 Budding 244 NASA Industrial
Plant 12214 Lakewood Boulevard Downey, California; Earth Tech; June 14, 1999
26.
90 -Day SVE Pilot Test Report Mach 1999 Build 244 NASA Industrial Plant
12214 Lakewood Boulevard, Downey, California; Earth Tech, April 26,1999
27.
Groundwater Well Installation Report - Parcels I and lI NASA Industrial Plant
12214 Lakewood Boulevard, Downey, California 90241 -7004; Earth Tech,
February 3, 1999
28.
Underground Storage Tanks Removal Closure Report Building 25 Area NASA
Industrial Plant 12214 Lakewood Boulevard Downey, California; Earth Tech;
July 30, 1998
29.
LA -105 De- watering Model Study Los Angeles County, California CALTRANS
Contract Number 43YO46 EA- 03408; Professional Service Industries; April 3,
1998
30.
Soil investigation Report Parcels 3, 4, 5, and 6 NASA Facility Downey,
California (File Number 0197120.01); SCS Engineers (SCS); February 1998
31.
Health and Safety Plan NASA Parcel I Site Assessment 12214 Lakewood
Boulevard Downey, California; Earth Tech, Inc.; October 1997
32.
Initial Site Investigation Report Parcels I and II NASA Industrial Plant 12214
Lakewood Boulevard Downey, California 9021 -7009; Earth Tech, Inc.; April 14,
1997
33.
Closure Report for Underground Diesel and Gasoline Storage tanks at Rockwell
International Corporation 12214 Lakewood Boulevard, Downey, California; Earth
Tech; October 24, 1996
34.
Subsurface Soil Investigation Parcels 4, 5 and 6 NASA Industrial Plant Downey,
California; Groundwater Resources Consultants, Inc.; August 21, 1996
35.
Environmental Baseline Survey of Parcel 5 NASA Industrial Plant Downey,
California; Foster Wheeler Environmental Corporation; July 1996
36.
Closure Report for Underground Diesel Tanks at Rockwell International
Corporation 12214 Lakewood Boulevard, Downey, California 902241 -7009;
Earth Tech, May 23, 1996
r+vrn09.11 3
rvmrrnr 4
— 37.
Groundwater Monitoring Report July 1996 Former Tank 015 Site Rockwell
International Corporation Space Systems Division Downey, California;
Groundwater Resources Consultants, Inc.; August 26, 1996.
38.
Phase It Investigation Groundwater Conditions Tank Of I Area Rockwell
International Corporation Space Systems Division Downey, California;
Groundwater Resources Consultants, Inc.; March 17, 1995
39.
Environmental Site Assessment Helipad Area NASA Industrial Facility Downey,
California; Fugro McClelland, Inc., May 1993
40,
Limited Subsurface Environmental Assessment Investigation Rockwell
International 12214 Lakewood Boulevard, Downey, California; Active Leak
Testing; April 1993
41.
Tank Removal Report - Building 36, Tank #15: Active Leak Testing, March 2,
1992
42.
Tank Removal Report - Building 249, Tank #20: Active Leak Testing; January
28, 1992 .
43.
Tank Closure Report Rockwell International Space Transportation System
Division 12214 Lakewood Boulevard Downey California; Active Leak Testing,
29, 1990
March
44.
Report of Site Investigation Performed At Space Transportation Systems Division
Rockwell International Corporation 122114 Lakewood Boulevard Downey,
California 90241 Building 61 Tank Number l; Active Leak Testing Incorporated;
August 1988
45.
Final Report of Site Investigation Performed For Rockwell International
Corporation Downey Facility 12214 Lakewood Boulevard, Downey, California
Phase III- Sumps; Active Leak Testing, Inc; May 1988
46.
Interim Report of Site Investigation Performed for Rockwell International
Corporation Downey Facility 12214 Lakewood Boulevard, Downey, California;
Active Leak Testing, Inc; April 1, 1988
47.
Interim Report of Site Investigation Performed for Rockwell International
Corporation Downey Facility 12214 Lakewood Boulevard Downey, CA Phase 11;
Active Leak Testing, January 1988
48.
A Work Plan for Rockwell Internatiogal Corporation Downey Facility (UST
Investigations); Active Leak Testing, Inc.; August 1987
rvmrrnr 4
49. Rockwell International Downey Facility Environmental Resources Document
(SOD 80- 0511); Rockwell International; December 1980
50. Rockwell International Downey Complex, Downey, California- Asbestos Survey
Report; Baker Consultants, Inc.; The report is undated, but laboratory results are
dated July 21, 1996
51. Legal Description of Parcels I through 6 (each a separate document); PSOMAS
Professional LAM Surveyor, March 1997 through April 1998
52. Groundwater Monitoring Report Fourth Quarter 2001 Parcels 1 and II NASA
Industrial Plam 12214 Lakewood Boulevard, Downey, California; Barth Tech;
January 11, 2002
53. Groundwater Monitoring Report and Hydropunch Sampling Report Second
Quarter 2000 Parcels 1 and II NASA Industrial Plant 12214 Lakewood Boulevard,
Downey, California 90241 -7009; Earth Tech; August 29, 2000
54. Groundwater Well Gauging and Sampling Report First Quarter 2000 Parcels I and
11 NASA Industrial Plant 12214 Lakewood Boulevard Downey, California 90241-
7009; Earth Tech; May 3, 2000
LL$5. Groundwater Monitoring and Hydropuneh Sampling Report Fourth Quarter 1999
Parcels I and Il NASA Industrial Plant 12214 Lakewood Boulevard Downey,
California; Earth Tech; May 3, 2000
L
56. Groundwater Well Gauging and Sampling Report Third Quarter 1999 Parcels I
and It NASA Industrial Plant 12214 Lakewood Boulevard Downey, California
90241 -7009; Earth Tech; February 28, 2000
57. Groundwater Well Gauging and Sampling Report Second Quarter 1999 Panels I
and [1 NASA Industrial Plant I2214 Lakewood-Boukvard Downey, California
90241 -7009; Earth Tech; July 31, 1999
58. Groundwater Well Gauging and Sampling Report First Quarter 1999 Parcels I and
It NASA Industrial Plant 12214 Lakewood Boulevard Downey, California 90241-
7009; Earth Tech; July 22,1999
59. Replacement Groundwater Well Installation and Groundwater Sampling Report
Parcels I and 11 NASA Industrial Plant 12214 Lakewood Boulevard Downey,
California 90241 -009; Faith Tech; June 24, 1999
60. Groundwater Monitoring Report Parcels I and II NASA Industrial Plant 12214
Lakewood Boulevard Downey, California 90241 -7009; Earth Tech June 20, 1999
IAW709sr 5
1A Mrnsl 6
'— 61.
Phase Il ESA Report, Former Parcel II and Parcel IV of NASA/Boeing Industrial
Facility, 12214 Lakewood Boulevard, Downey, California; SECOR; November
25, 2002.
62.
Risk Assessment of Construction/Operation of Hospital Complex Report,
Proposed Downey Facility, California; SECOR; September 10, 2002.
63.
Clayton Group Services (CGS), 2000. Review of Environmental Baseline
Reports, NASA Downey Industrial Facility, Downey, California. April 11
64.
Clayton Group Services (CGS), 2001. Technical Memorandum, Results of the
Surface Flux Chamber Testing at the NASA Site located in Downey, California.
September.
65.
Environmental Resolutions (ER), Inc., 2000. Work plan addendum listing
production wells within a one -mile radius of 11445 Dolan Avenue, Downey,
California- March 14.
66.
Earth Tech (ET), Inc., 1996. Closure Report for Underground Diesel Tanks at
Rockwell International Corporation, 12214 Lakewood Boulevard, Downey,
California May 23.
67.
Foster Wheeler Environmental Corporation, 1999. Environmental Baseline
Survey, Parcel II, NASA Downey, Industrial Facility, Downey, California June.
68.
National Aeronautics and Space Administration (NASA), 2000. Environmental
Assessment, Disposal and Reuse of NASA Industrial Plant, Downey, California
May.
69.
Phase I ESA, Spartan Lacquer and Paint Corporation, 9255 East Imperial
Highway, Downey, California; SECOR; March 1, 2002.
70.
Phase 1 ESA, Former Building 305 of Rockwell Boeing Facility, 12254
Bellflower Boulevard, Downey, California; SECOR; September 13,200 1.
71.
Expedited Phase It ESA, Former Boeing Building 305, 12254 Bellflower
Boulevard, Downey, California; SECOR; November 7, 2001.
72.-
Department of Toxic Substances Control, Memorandum Regarding: Risk
assessment of Construction/Operation of Hospital Complex Report, Proposed
Downey Facility, California, December 20, 2002.
73.
Department of Toxic Substances Control, Memorandum Regarding: Phase 2
Environmental Site Assessment Final Report, Former Parcel R Portion and Parcel
1A Mrnsl 6
83. Report of Site Investigation Performed at Space Transportation Systems Division,
Active Leak Testing Inc., August 1988b.
84. LA -105 Groundwater Investigation Construction Dewatering Project, Los
Angeles County, California, Volume I, Professional Service Industries, February
23, 1998 [Excerpted Portions].
85. Subsurface Soil and Groundwater Investigation Requirements — NASA,
California Regional Water Quality Control Board, November 5, 1999.
86. DISC Correspondence regarding their non - involvement in a non - emergency
release, DISC, March 5, 1995.
t�vrtnr+m 7
IV of NASA/Boeing Industrial Facility, 12214 Lakewood, Boulevard, Downey,
California, January 9, 2003.
74.
Department ofToxic Substances Control, Memorandum Regarding:
Geologkftdrogeologic Review of Preliminary Endangerment Assessment
Equivalent for a portion of the former Parcel lI and Parcel IV of the
NASA/Boeing Industrial Facility (Phase I and Phase B Reports) 12214 Lakewood
Boulevard, Downey, California, January 13, 2003.
75.
Workplan for Additional Phase II Environmental Site Assessment, Parcel II
Portion and Parcel IV of the Former NASA/Boeing Industrial Facility, 12212
Lakewood, Boulevard, Downey, California, SECOR International, April l8,
1003.
76.
Groundwater Monitoring Report, Fourth Quarter 2002, NASA Industrial Plant,
12214 Lakewood Boulevard, Downey, California, Earth Tech, Inc., March 12,
2003.
77.
Environmental Baseline Survey of Parcel 1, NASA Industrial Plant, Foster
Wheeler Environmental Corp., January 2000.
78.
Environmental Baseline Survey of Parcel III, NASA Industrial Plant, Foster
Wheeler Environmental Corporation, April 1996.
79.
Environmental Baseline Survey of Parcel IV, NASA Industrial Plant, Foster
Wheeler Environmental Corporation, July 1996.
80.
Environmental Baseline Survey of Parcel VI, NASA Industrial Plant, Foster
Wheeler Environmental Corporation, July 1996.
81.
Site Assessment Report, Earth Tech Inc., December 15, 1997.
82.
Covenant Deferral Request for the 96 -Acre Parcel, NASA, January 30, 2001
83. Report of Site Investigation Performed at Space Transportation Systems Division,
Active Leak Testing Inc., August 1988b.
84. LA -105 Groundwater Investigation Construction Dewatering Project, Los
Angeles County, California, Volume I, Professional Service Industries, February
23, 1998 [Excerpted Portions].
85. Subsurface Soil and Groundwater Investigation Requirements — NASA,
California Regional Water Quality Control Board, November 5, 1999.
86. DISC Correspondence regarding their non - involvement in a non - emergency
release, DISC, March 5, 1995.
t�vrtnr+m 7
w
-- 87.
Non - Emergency Release Report, Boeing, February 6, 1998.
88.
Correspondence Characterization of Oil from an UST, NASA Industrial Park,
Downey, Califomia, Global Geochemistry Corporation, February 9, 1998.
89.
DISC Correspondence, Nonrrrreigerrey Hazardous Substance Release Report —
NASA Industrial Plant— Report #94- R3- 19 -022, DTSC, February 27, 1995.
90.
Non - emergency Release Report, Rockwell International, December 23, 1994.
91.
Results of Soil and Groundwater Sampling in the Vicinity of Spartan Lacquer and
Paint, Groundwater Resources Consultants, Inc., November 10, 1994.
92.
Groundwater Monitoring Report, Former Tank 011 Site, Groundwater Resources
Consultants, Inc., July 1996.
93.
Transmittal Letter to County of Los Angeles, Tank Permit Corrections, Rockwell
Aerospace, February 18, 1997. .
94.
Transmittal Letter to County of Los Angeles, Sump Exemption Determination,
Rockwell Aerospace, October 28, 1996.
95.
Map, Plant Fire House, North American Aviation, Unknown Date.
96.
Operational Report, Third Quarter 2001, Soil Vapor Extraction System Building
244, NASA Industrial Plant, Downey, California, Earth Tech, Inc., February 5,
2002. NEED TO VERIFY DATE
97.
Draft Letter to Mr. Douglas B. Gray to follow up on the meeting held on 09!28100
at the NIP in Downey & on 09/18/00 request for documents & information,
Slosky & Company, Inc., July 10, 2001.
98.
Existing Data Gaps, Former NASA Industrial Site, Downey, California, Clayton
Group Services, September 10, 2001.
99.
Work Plan for Subsurface Investigation, Building 25 and Midpoint Wells, NASA
Industrial Plant, 12214 Lakewood Boulevard, Downey, California 90241 -7009,
Earth Tech, Inc., August 16, 1999.
100.
Transmittal of Preliminary Results of the October 2000 Environmental Sampling
NASA Industrial Plant, Slosky & Company, December 19, 2000.
101.
Permit to Construct Soil Vapor Extraction and Treatment System, NASA
Industrial Plant, Building 244, South Coast Air Quality Management District,
May 19, 2000.
wrrrr»zi 8
L
102. Map/Drawing, General Arrangement – Water Conditioning and Wastewater
Treatment Facilities, Rockwell International, Downey, CA, August 1993.
103. Map/Drawing, Plot Plan & Tank Schedule, Rockwell International, May 1995.
104. Map/Drswing, Building & Property Ownership, Consolidated Vultee Aircraft
Corporation, November 1, 1944.
105. Results of Observations Near a Pipe Break and Contaminant Metals Analysis
Performed at Space Transportation Systems Division Rockwell International
Corporation, Building 61– Excavation Pit, Active Leak Testing Inc., August
19888.
106. Correspondence to the RWQCB Concerning Former Sumps, Clarifiers, and Tanks
at the NASA Industrial Plant, Earth Tech, February 7, 2000.
107. Geophysical Investigation of Possible Underground Storage Tanks, Boeing North
American, NASA Industrial Plant, Earth Tech, May 7, 1999.
108. Correspondence from Regional Water Quality Control Board Regarding Soil and
Groundwater Remediation, NASA Industrial Plant, April It, 2002.
( t09. Tank and Sump Summary Table, Provided by Earth Tech (electronic file), Match
�r 26, 2002.
110. Correspondence from Regional Water Quality Control Board Regarding Time
Schedule for Additional Investigation and Remediation, NASA Industrial Plant,
September 26, 2001.
I l L Correspondence from Regional Water Quality Control Board Regarding
Detenniaation of the Status of Remediation, NASA Industrial Plant, March 21,
2001.
112. Correspondence from Regional Water Quality Control Board Regarding Interim
Remediation Action Plan Approval — Building 244, NASA Industrial Plant,
March 2Q 2001.
113. Correspondence from Regional Water Quality Control Board Regarding Spills,
Leaks, Investigations and Cleanups Cost Recovery Program – NASA File No. 97-
197, November 20, 1998.
114. Correspondence from U.S. Environmental Protection Agency NASA Industrial
Plant, Downey, California, July 2, 2001.
ranznmm 9
115. Correspondence Regarding Review of Soil Data from Parcels IV, V, and VI and
Release Reporting Requirements, NASA Industrial Plant, Foster Wheeler
Environmental Corporation, September 13, 1996.
116, Memorandum Regarding Need for Additional Site Characterization and
Documentation, Downey NASA Industrial Plant, Leonard Slosky, Slosky &
Company, October 22, 2001.
117. Correspondence Regarding Current Outstanding Environmental Issues, Former
NASA Industrial Site, Downey, California, Ed Steward, Clayton Environmental
Services, November 8, 2001.
118, Memorandum Regarding Soil Staining and Pond Along Old Vultee Runway,
Leonard Slosky, Slosky & Company, October 11, 2001.
119. Correspondence Regarding Draft Environmental Assessment, May 2000 For
Disposal and Reuse of NASA Industrial Plant in Downey, California, Department
of Toxic Substances Control, August 24, 2000.
120. Groundwater Results for Hexavalent Chromium, NASA Industrial Plant Parcels I
and 11, Earth Tech, January 14, 2002.
121.
Documents in File Related to Permit for },000 - gallon Underground Storage Tank
for Herbicide Located Near Building 39,1956-1957.
122.
Agency Contact Report, Boeing, March 15, 2000.
123.
Groundwater Monitoring and Upgradient Hydropunch Sampling Report, Second
Quarter 2002, NASA Industrial Plan, 12214 Lakewood Boulevard, Downey,
�.,
California, Earth Tech, September 6, 2002.
124.
Groundwater Monitoring Report, Third Quarter 2002, NASA Industrial Plan,
12214 Lakewood Boulevard, Downey, California, Earth Tech, December 4, 2002.
125.
Response to CGS Review of Geology and Seismology, Kaiser Bellflower Medical
Center, 12214 Lakewood Boulevard, Downey, California; OSHPD Permit
Number HL-020740 -19; SECOR lntemational Incorporated; April 15, 2003.
126.
Letter Transmitting Comments Regarding "Workplan for Additional Phase U
Environmental Site 127.Assessment (Workplan), Parcels U & W of the
NASA/Boeing Facility, Downey, Cafdomia," Department of Toxic Substances
Control, May 23, 2003.
127.
Additional Information and Sampling Rationale for Areas of Concern as
identified in the DTSC Correspondence datedJanuary 13, 2003, former Parcel 11
L.WU .2r 1 10
L
Portion and Parcel IV of the NASA Industrial Plant; SECOR Intemational, Inc.,
March 16, 2003.
128. Soil Vapor Extraction System Operational Report, First Quarter 2002, Building
244 –NASA Industrial Plant, 12214 Lakewood Boulevard, Downey, California,
Farah Tech, May l3, 2002.
129. Downey landing Specific Plan, Final Program Environmental Impact Report,
State Clearinghouse Number 200L031096, UP Associates, February 2002.
130. In -Situ Reactive Zone interim Measure Source Reduction Remedial Action Plan,
Former NASA Industrial Plant, Downey, California, ARCADES G&M, Inc., May
20,2003.
131. Groundwater Monitoring Well Installation Report, NASA Industrial Plant, 12214
Lakewood Boulevard, Downey, California, Earth Tech, May 15, 2003.
132. Well Construction Diagrams, PI -MW-8, PI -MW -9, PI-MW -10, and PI- MW -11;
Earth Tech, May 2003.
133. Correspondence from NASA to RWQCB Requesting Extension of Deadlines in
April 11, 2002 RWQC13 Letter, April 30, 2002.
134. Correspondence from RWQCB Regarding USAT Program – Request for
Additional Information, April 21, 2003.
135. Correspondence from Los Angeles County Regarding Hazardous Materials
Underground Storage Tank Closure Certification. March 19, 2003.
136. Correspondence from RWQCB Approving Groundwater Remedial Action Plan;
July' 15, 2003.
137. Correspondence from Secor International, Inc. to ERG transmitting comments on
Draft Risk Management Plan — Future Hospital and Medical Office Buildings
Project Area; June 23, 2003.
138. Email Correspondence from Downey Landing to ERG transmitting comments on
Draft Risk Management Plan — Downey Landing Retail Redevelopment Project
Area; June 16, 2003.
139. Correspondence from Ervin, Cohen & Jessup to ERG transmitting comments on
Draft Risk Management Plan — Downey Landing Retail Redevelopment Project
Area; June 24, 2003.
rwrrnnv�n i l
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140. Correspondence from IRO to Savor International responding to comments on
Draft Risk Management Plan—Future Hospital and Medical Office Buildings
Project Area; July 18,2003.
141. Correspondence from IRG to Eclipse Development Group (Downey landing)
responding to comments on Drab Risk Management Plan —Draft Risk
Management Plan — Downey Landing Recall Redevelopment Project Area; July
18, 2003.
142. Risk Management/Soil Management Platt— Downey Landing Retail
Redevelopment Project Area. Former NASA Industrial Plant, Downey,
California; ARCADIS G &M, Inc., July I7, 2003.
143. Risk Managememt/Soil Management Plan— Future Hospital and Medical Office
Buildings Project Area, Former NASA Industrial Plant, Downey, California;
ARCADIS G &M, like., July l7, 2003.
144, SECOR's Responses to DISC Comments Regarding WP /HASP /SAP /QAPP
Document Dated April 18, 2003. Correspondence dated June 13, 2003.
unrrrrt.ti 12
L
EXHIBIT "D"
Studio Property Site Map (Recital E; Section 1:3.1)
141
STUDIO PROPERTY SITE MAP
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EXHIBIT "E"
Acquisition Parcel Site Map (Recital E)
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EXHIBIT 44F"
Acquisition Parcel Legal Description (Recital E; Section 2.1.1)
L
r E70*W "A"
LEGAL DESCRIPTION
ACQU181T10N PARCEL
THOSE PORTIONS OF LOT 2 AND LOT 3 OF FRACTIONAL SECTION 10, TOWNSHIP 3
SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, TOGETHER WITH A
PORTION OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10, IN THE
CRY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS RECORDED
IN BOOK 1, PAGE 802 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST
QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE
OF STEWART AND GRAY NOAD, 80 FEET WIDE, DISTANT THEREON SOUTH 801214'
WEST 84681 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A
LINE BETWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF FRACTIONAL SECTION 10, SOUTH 001,"" WEST 1011.24 FEET TO THE TRUE POINT
OF BEGINNING; THENCE SOUTH 89"46'11' WEST 1194.23 FEET TO A POINT IN A LINE
THAT IS PARALLEL WITH AND DISTANT SOUTHEASTERLY 40.00 FEET, MEASURED AT
RIGHT ANGLES, FROM THE CENTERLINE OF LAKEWOOD BOULEVARD, AS SHOWN ON
COUNTY SURVEYORS B SERIES MAP NO. 1147, ON FILE IN THE OFFICE OF THE
COUNTY ENGINEER OF SAID COUNTY; THENCE SOUTH 3141'38' WEST. ALONG SAID
PARALLEL UNE, A DISTANCE OF 1437.27 FEET TO A POINT IN A LINE THAT IS PARALLEL
WITH AND DISTANT EASTERLY 40.00 FEET. MEASURED AT RIGHT ANGLES, FROM THE
CENTERLINE OF CLARK AVENUE AS SHOWN ON SAID COUNTY PURVEYORS B BE RTES
MAP NO. 1147; THENCE SOUTH 00'03'38' WEST, ALONG LAST SAID PARALLEL LINE, A
DISTANCE OF 486.49 FEET; THENCE NORTH 900nW EAST 659.79 FEET TO THE
L BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A
�y RADIUS OF 800.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 18'48'47, A DISTANCE OF 197.00 FEET TO THE BEGINNING OF A
COMPOUND CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 8100
FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 60'12'23", A DISTANCE OF 84.73 FEET TO THE BEGINNING OF A REVERSE CURVE
CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 398.00 FEET: THENCE
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 78" VT. A
..-r DISTANCE OF 541.98 FEET: THENCE NORTH 9000'00' EAST 321.82 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A
RADIUS OF 418.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 17.39W. A DISTANCE OF 128.78 FEET TO SAID LINE BETWEEN
THE POINT OF BEGINNING AND THE SOUTHMEST CORNER OF THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF
FRACTIONAL SECTION 10: THENCE NORTH 0013'10' EAST, ALONG SAID LINE, A
DISTANCE OF 1324.16 FEET TO THE TRUE PO81T OF BEGINNING.
CONTAINING AN AREA OF 2,5,"50,976 SQUARE FEET, MORE OR LESS.
ALL AS SHOWN ON E)HBIT'B' ATTACHED HERETO AND MADE A PART HEREOF.
WILLIAM Ll EADSON, LS. 8154
t No. 8154
• � 6w.sa1415
nr
EXHIBIT "B"
'AOWSIOON PARCEL' NOE P.
— SMIM AND -5 TRp W
f—
AY 2
/ N
NI� II
1. 400
am
5 W48'1Y W 110423'
I 0I
�`4 Ory I io m
� -b `�� ,y �• N � I
M cj'
h
0p0p� �4170.0C • I I
&.780 v, N 21.6 (.•12870' I I
L-S41 9 I
i ~ IR :82.003•
- - -- IL_84_7J
N 0000 E 859.70 810'48'42' J
S.W. C
``j°" f04' I I
EREAO /ON fl "&OG1ATES. DIG.
NNWM
iuvgwl a w"Ip Oouiwesu
vuawal
,Y 1y110 JMIM
(I�OF�Q) ]M -1A1 F�fI
EXHIBIT "G"
Ground Lease Parcel Site Map (Recital E)
A
EXHIBIT "H"
Ground Lease Parcel Legal Description (Recital E)
EMBIT "A" ^•
LEGAL DESCRIPTION
INDUSTRIAL REALTY GROUP - GROUND LEASE
THAT PORTION OF LOT 21N THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10,
TOWNSHIP 9 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES,
TOGETHER WITH A PORTION OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL
SECTION 10, IN THE CRY OF DOWNEY, COUNTY OF LOB ANGELES, STATE OF
CALIFORNIA AS RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS RECORDS,
RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
BEGWNINO AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST
QUARTER OF FRACTIONAL SECTION 10. SAID LINE ALSO BEING THE NORTHERLY LINE
OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89'6714'
WEST 646.61 FEET FROM THE NORTHEAST CORNER OF SAID LOT T THENCE ON A LINE
BETWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF FRACTIONAL SECTION 10, SOUTH 00°13'78' WEST 1100.90 FEET TO THE TRUE POINT
OF SEGIHMING; THENCE AT RIGHT ANGLES TO THE EASTERLY LINE OF SAID LOT 2,
SAID EASTERLY LINE ALSO BEING THE CENTERLRE OF BELLFLOWER BOULEVARD,
NORTH SO'927T EAST 81320 FEET TO A POINT IN A LINE THAT IS PARALLEL WITH AND
DISTANT WESTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID EASTERLY
LINE OF LOT 2; THENCE SOUTH OO'OTST EAST, ALONG SAID PARALLEL LINE, A
DISTANCE OF 22264 FEET TO THE INTERSECTION OF SAID PARAI. EL LINE, WITH A
LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 40.00 FEET, MEASURED AT
RIGHT ANGLES, FROM THE EASTERLY TUNE OF SAID SOUTHWEST QUARTER OF SAID
FRACTIONAL SECTION 10; THENCE SOUTH 00'01'17" EAST, ALONG LAST SAID PARALLEL
LINE, A DISTANCE OF 1226.83 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT
NORTHERLY 06.00 FEET. MEASURED AT RIGHT ANGLES, FROM THE SOUTHERLY LINE
OF SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL
SECTION 10; THENCE SOUTH 89'61'04' WEST. ALONG LAST SAW PARALLEL LINE. A
DISTANCE OF 230.81 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE
NORTHEASTERLY AND HAVING A RADIUS OF 252.00 FEET; THENCE NORTHWESTERLY
ALONG SAID CURVE THROUGH A CENTRAL. ANGLE 49'21-31', A DISTANCE OF 217.08
FEET TO THE BEGINNING OF A REVERE CURVE CONCAVE SOUTHWESTERLY AND
HAVING A RADIUS OF 418.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 31'33'30', A DISTANCE OF 23023 FEET TO SAID LINE '---
BETWEEN THE POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF FRACTIONAL SECTION 10; THENCE NORTH 0O'13'18' EAST, ALONG SAID LINE" A
DISTANCE OF 1234.83 FEET TO THE TRUE POINT OF BEOMMM
ODNTMNING AN AREA OF 857AW SQUARE FEET. MORE OR LESS.
ALL AS SHOWN ON EXHIBIT'S' ATTACHED HERETO AND MADE A PART HEREOF.
2
WLLIAA E EADSON .8164 � A
# i 812
� CA
EXHIBIT "B"
'INDUSTRIAL REALTY GROUP — GROUND LEASE'
OR
Uy 4 C .
91EWART AND
LINE TABLE
LINE
BEARING
DISTANCE
— _ 1+_w
L1
S 89'51'04' W
230.81'
I
—
LOT LINE
2
p 1
I
091
I
�
I
I
NSTA ort.
N 8IM20S' E
V
1.400' �TBJO
613.20
2NE
SECT. 10
rWASHO-M
T.110
b
I�
r.T�r
Ig
R�49W31
L.211..
N
1
3
/ I iZ�w
S.V ,
I
u f S.W. 1�4 I
SEC. fO
SEC. I
P � �
EAnsoN i Asa10C1ATF INC.
ZI
emoolm
am 0 !1167 UCERM K'
3:` -108,10
(901) 3N -1701 M 1RWM
I— — — — — — — — — — — — — — — — — — — — — —
EXHIBIT "I"
Form of Certificate of Compliance (Recital F (iv); Section 3.1)
L
A
Recorded at the request o£
[ WHEN RECORDED RETURN TO:
City of Downey
1 l 1 I L Brookshire Avenue
P.Q. Box 7016
Downey, CA 90241 -7016
(rpws.ba...m•ea � ■.anaer.,so
CERTIFICATE OF COMPLIANCE
(Filed pursuant to State of California
Government Code Section 66499.35)
The division of land that set off" following described property, situated in the City of Downey,
County of Los Angeles, State of California, more particularly described in Exhibit "A' attached,
complies with applicable provisions of the California Subdivision Map Act and the City of
Downey Subdivision Ordinance.
The Certificate of Compliance issued herein only relates to issues of compliance or
noncompliance with the California Subdivision Map Act and local ordinances enacted pursuant
thereto. The parcel described herein may be sold, leased, or financed without further compliance
with the California Subdivision Map Act or any local ordinance enacted pursuant thereto.
L This Certificate of Compliance does not approve, or imply that approval is or will be given to the
above described parcel, for a variance, conditional use permit, building permit, site plan review,
or any other land use, structural or development approval regulated by California state law or the
City of Downey Municipal Code. Such approvals to develop the above described parcel must be
separately applied for and the City reserves all rights to grant, condition or withhold such
approvals as authorized by California state law and the Downey Municipal Code.
Name and Address of Owner
Property Address
County Assessor's Parcel Number or Designation
City of Downey, State of California
Ron Yoshiki, Planning Director
By
114623
EXHIBIT "A"
Description of property
C
�r
—" EXHIBIT I
LEGAL. DESCRIPTION
MOVIE STUIXO
THOSE PORTIONS OF LOTS 2. 3 AND THE SOUTHWEST QUARTER OF FRACTIONAL
SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST. IN THE RANCHO SANTA
GERTRUDES. IN THE CITY OF DOWNEY. COUNTY OF LOS ANGELES. STATE OF
CALIFORNIA AS RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS RECORDS.
RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST
QUARTER OF FRACTIONAL SECTION 10, SAID UNE ALSO BEING THE NORTHERLY LINE
OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89'52'14'
WEST 649.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A LINE
BETWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF FRACTIONAL SECTION 10, SOUTH 00.13'16' WEST 1011.24 FEET TO THE TRUE POINT
OF BEGINNING: THENCE SOUTH 89'4411' WEST448.75 FEET: THENCE SOUTH 80'56'18'
WEST 64.23 FEET; THENCE SOUTH 99'50'58" WEST 61.71 FEET; THENCE SOUTH
88'11'64" WEST 173.53 FEET; THENCE SOUTH 99'2375" WEST 119.27 FEET; THENCE
SOUTH 80°56'18" WEST 110.88 FEET; THENCE NORTH OTO1W WEST 14.00 FEET:
THENCE SOUTH 8268'69' WEST MOD FEET TO THE BEGINNING OF A TANGENT CURVE
CONCAVE NORTHERLY AND HAVING A RADIUS OF 100:00 FEET; THENCE WESTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 7'01'01', A DISTANCE OF 12.25
FEET'. THENCE NORTH 90"0(70(' WEST 155.18 FEET: THENCE NORTH 58'25'34" WEST
61.55 FEET TO A POINT IN A LINE THAT IS PARALLEL WITH AND DISTANT
SOUTHEASTERLY 20.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE CENTERLINE
OF LAKEWOOD BOULEVARD, AS SHOWN ON COUNTY SURVEYORS B SERIES MAP NO.
1147, ON FILE IN THE OFFICE OF THE COUNTY ENGINEER OF SAID COUNTY; THENCE
SOUTH 31.4138' WEST, ALONG SAID PARALLEL UNE,'A DISTANCE OF 902.38 FEET;
THENCE NORTH 69.51'04' FAST 2354 FEET TO A LINE THAT IS PARALLEL WITH AND
DISTANT SOUTHEASTERLY 40.00 FEET. MEASURED AT RIGHT ANGLES. FROM SAID
CENTERUNE OF LAKEWOOD BOULEVARD; THENCE SOUTH 31.41W WEST, ALONG
LAST SAID PARALLEL LINE, A DISTANCE OF 605.70 FEET TO A LINE THAT IS PARALLEL
WITH AND DISTANT EASTERLY 30.00 FEET. MEASURED AT RIGHT ANGLES, FROM THE
CENTERUNE OF CLARK AVENUE AS SHOWN ON SAID COUNTY SURVEYORS B SERIES
MAP NO. 1147; THENCE SOUTH 00'03'38' WEST. ALONG LIST SAND PARALLEL LINE, A
DISTANCE OF 469.26 FEET; THENCE NORTH 90"0000' FAST 723.90 FEET: THENCE
NORTH 00.13'44" EAST 543.51 FEET; THENCE NORTH 69'50'41• EAST 43297 FEET;
THENCE NORTH 91'2572" EAST 245.31 FEET; THENCE NORTH 90"00'06' EAST 501.33
FEET TO SAID LINE BETWEEN THE POINT OF BEGINNING AND THE SOUTHWEST
CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE
SOUTHWEST QUARTER OF FRACTIONAL SECTION 14 THENCE NORTH OU'13'19" EAST,
ALONG SAID LINE, A DISTANCE OF 1050.50 FEET TO THE TRUE PORT OF BEGIIMNG.
CONTAINING AN AREA OF 2,103,873 SQUARE FEET. MORE OR LESS.
ALL AS SHOWN ON EXHIBR'S' ATTACHED HERETO AND MADE A PART HEREOF.
WI N, L 6154 * u elm
LJW TABLE
UNE
1 BEARING
DISTANCE
LI
S 80'66 0 W
64.2
L2
S 893068 W
51.71
L3
S 88-Ilvr w
173.
L4
s 89'23'25 W
119.2
L5
S SM*itr W
10.06
L8
N 07'01 W
14.
L7
I S 8238'59' W
83.
L0
N 9 W
1 18
L9
N 34 w
01.55
L70 I
N 89 41 E
4329
L11 I
N 8171' E
246.31
EXHIBIT "B"
'MOVE STUDIO'
i2�f'
37EWART AND B pW
It
1' -400
ELH
/ L3 � VISTA OR
tt I
A ti ,2
L. 122b Rp,
y F1 tp O I 1 VI
Vl
b
104' E } I cj,�
^� v0
N 9D'0000 E
R r� III
/� I S.W. 1cm,
_
—Ai-
u— 11/x — —
N E / I V. 10
1 I
E""" k AltiOpATp, NQ
JL
""Pol
mu ux e fN a-1M,"
FAX
LEGAL D68CWPFION
BUILDING 6
THAT PORTION OF LOT 3 OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10,
TOWNSHIP 3 SOUTH. RANGE 12 WEST, TOGETHER WITH A PORTION OF SAID
SOUTHWEST QUARTER, IN THE RANCHO SANTA GERTRUDES, IN THE CRY OF
DOWNEY, COUNTY OF LOSANOELES, STATE OF CALIFORNIAAS RECORDED IN BOOK 1,
PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE OOUNTY
RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY LINE OF LOT 2 IN THE NORTHWEST
QUARTER OF SAID FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY
LINE OF STEWART AND GRAY ROAD, SO FEET WIDE, DISTANT THEREON SOUTH
89°52'14' WEST 1118.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE
ON A LINE BETWEEN SAID POSIT OF BEGINNING AND THE SOUTHWEST CORNER OF
THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST
QUARTER OF FRACTIONAL SECTION 10, SOUTH 00`1348' WEST 101124 FEET; THENCE
SOUTH 89' 4811' WEST 44IL75 FEET; THENCE SOUTH 80 WIr WEST 84.23 FEET;
THENCE SOUTH 89'30'58' WEST 51.71 FEET; THENCE SOUTH 88'1194" WEST 173.53
FEET; THENCE SOUTH 89'23'28' WEST 119.27 FEET; THENCE SOUTH 801b818' WEST
110.88 FEET; THENCE NORTH 07'0190' WEST 14.00 FEET; THENCE SOUTH 82'38'59"
WEST 83.90 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY
AND HAVING A RADIUS OF 100.00 FEET; THENCE WESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 7'0191', A DISTANCE OF 1225 FEET; THENCE NORTH
90'00'0(' WEST 155.18 FEET; THENCE NORTH 50'2934" WEST 61.55 FEET TO A LINE
THAT IS PARALLEL WITH AND DISTANT SOUTHEASTERLY 2000 FEET, MEASURED AT
RIGHT ANGLES, FROM THE CENTERLINE OF LAKEWOOD BOULEVARD. AS SHOWN ON
COUNTY SURVEYORS B SERIES MAP NO. 1147, ON FILE IN THE OFFICE OF THE COUNTY
ENGINEER OF SAID COUNTY• THEM SOUTH 31.41'38' WEST, ALONG SAID PARALLEL
` LINE, A DISTANCE OF 902.38 FEET; THENCE NORTH 89"5194' EAST 29.54 FEET TO A
LINE THAT IS PARALLEL WITH AND DISTANT SOUTHEASTERLY 40.00 FEET, MEASURED
AT RIGHT ANGLES, FROM SAID CENTERLINE OF LAKEWOOD BOULEVARD; THENCE
SOUTH 31'41'38' WEST, ALONG LAST SAID PARALLEL LINE, A DISTANCE OF 505.70 FEET
TO A LINE THAT E PARALLEL WITH AND DISTANT EASTERLY 30.00 FEET, MEASUREDAT
RIGHT ANGLES, FROM THE CENTERUNE OF CLARK AVENUE AS SHOWN ON SAID
COUNTY SURVEYORS B SERIES MAP NO. 1147, THENCE SOUTH 00'03'38" WEST, ALONG
LAST SAID PARALLEL LINE. A DISTANCE OF 48928 FEET; THENCE NORTH 90°00'00'
EAST 723.90 FEET TO THE TRUE POINT OF BEGINNIN& THENCE NORTH OOM844- EAST
543.51 FEET; THENCE NORTH &9"60'41" EAST 432.97 FEET; THENCE NORTH 81.2571'
EAST 245.31 FEET; THENCE NORTH 90'0090' FAST 581.33 FEET TO SAID LINE BETWEEN
THE POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST
QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF
FRACTIONAL SECTION 10; THENCE SOUTH 00'13'18• WEST, ALONG SAID LINE, A
DISTANCE OF 273.68 FEET TO THE BEGINNING OF A NON - TANGENT CURVE CONCAVE
SOUTHWESTERLY AND HIVING A RADIUS OF 418.00 FEET. A RADIAL LINE OF SAID
CURVE THROUGH SAID POINT BEARS NORTH 17'9905' EAST, THENCE
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 173998', A
DISTANCE OF 128.78 FEET; THENCE NORTH 90'00'00' WEST 321.82 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS
OF 3W.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 78°0198', A DISTANCE OF 641.95 FEET TO THE BEGINNING OF A REVERSE
CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF RLOO FEET; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 59 °1723',
V
I EGAN DESCRIPTION
(CONTINUED)
A DISTANCE OF 84.79 FEET TO THE BEGINNING OF A COMPOUND CURVE CONCAVE
NORTHWESTERLY AND HAVING A RADIUS OF 800.00 FEET, THENCE SOUTHWESTERLY
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18'48'17, A DISTANCE OF 187.00
FEET; THENCE NORTH 90°00'08' WEST 145 89 FEET TO THE TRUE POW OF BEG RUING.
NO.
CONTAINING AN AREA OF 495.871 SQUARE FEET, MORE OR LESS.
ALL AS SHOWN ON EXHIBIT V ATTACHED HERETO AND MADE A PART HEREOF.
is
'.LANp
wlt.ul4M E. 9OWSON, 1 . 8151
OF
aR
r�
LJ
IJE TABLE
LWE
I BEMIWC
DISTANCE
Lt
5 0036 1a' W
04.23
L2
59950' W
51.71
L3
s 96,x04 W
17a53
L4
s a 25' W
119.27
L5
s 1.0se•1a w
110.w
L6
N 07IMW W
14.
L7
S 6259'59- W
63.
LO
N 90 -MOO- W
155.16'
L9
N 58`25'34' W
1 61.55
L10
N 6125 E
245.31
Lfl
N 9OMTOIr E
581.
L12
I N 90 00' W
321.67
EXHIBIT 'B"
"BUILDING 6' N.E COIL
LOT 2
STt11w Ave �W
/ L6T 2UK
oI
3 I
/ ml
z7 NSTA DR.
/ L 4, S
N('If
L2 ti
O�
—R - °OO oQ —I—w
L =1225 —
�y/ • ��Q "y"ry I I ;
05.11 ..04' E G'C�
o I FIB
o 6' I
N is so'a4.�1,' E 3' 465- — -i
`3 I 4 4
G =7 101'06'
R- 391. U2
3a• 3 � ' L_sa.'95OW • e I
R- 62.00' I R�4 800• \ `— — J
= L -64 73 L- 126 76
145.89
N 90tD OOO' E 969.79' ,6'a9'4�" . I N E. '1
SEC. 0
EliEADVW 4 AS3OCIAT93, WC.
Cxrasu
906 0 macs uco":n 9t
AMOK
(900) FMR --i6/1 W/aRNM
JN -1167 FN[ NkWO�
EXMIT "X9
Cut -out Parcel Legal Description (Section 2.2)
L
L
EXHOff "A"
L EGM DESCRIPTION
BUILDING 1 AREA
THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10,
TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE
CITY OF DOWNEY, COUNTY OF LOS ANGELES. STATE OF CAL IFORNIAAS RECORDED IN
BOOK 1, PAGE 602 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST
QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE
OF STEWART AND GRAY ROAD, 80 FEET WIDE. DISTANT THEREON SOUTH 89°6714'
WEST 648.61 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A LINE
BETWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE
SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER
OF FRACTIONAL SECTION 10, SOUTH 00'1718' WEST 101124 FEET; THENCE SOUTH
8948'11' WEST 448.76 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUNO
SOUTH 89'48Y1' WEST 746.47 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT
SOUTHEASTERLY 4000 FEET, MEASURED AT RIGHT ANGLES, FROM THE CENTERLINE
OF W(EWOOD BOULEVARD. AS SHOWN ON COUNTY SURVEYORS B SERIES MAP NO.
1147, ON FILE IN THE OFFICE OF THE COUNTY ENGINEER OF SAID COUNTY; THENCE
SOUTH 31.41'39' WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF 80.29 FEET;
THENCE SOUTH 50MF 4' EAST 41.56 FEET; THENCE NORTH 90'Od00' EAST 166.18 FEET
TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A
RADIUS OF 100.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL
AHDLE OF OTOIV17. A DISTANCE OF 12.26 FEET: THENCE NORTH 82'5SW EAST 69.90
FEET: THENCE SOUTH 07'01V0' EAST 14.00 FEET: THENCE NORTH 80'58'18' EAST
110.95 FEET; THENCE NORTH 89.23 6' EAST 119.27 FEET; THENCE NORTH W11 V4'
EAST 17355 FEET: THENCE NORTH 9950'69' EAST 61.71 FEET: THENCE NORTH
90'68'19' EAST 64.23 FEET TO THE TRUE POINT OF WWRANG.
CONTAINING AN AREA OF 34,130 SQUARE FEET. MORE OR LESS.
ALL AS SHOWN ON EXHIBIT'S' ATTACHED HERETO AND MADE A PART HEREOF.
LLI AM . D8O1 , L.S. 6154
.\ Na
Pk 31
O.831 4
-09
�OF CIa-
L
LINE TABLE
UNE
HFAMM
DISTANCE
U
5 587WW E
41.55'
L2
N.90V0W E
155.1r
W
N 8258'59' E
631w
L4
S 07V7'00' E
14.00
L5
N 805618' E
110.86
LB
N 6973'25' E
119.2
0
N 86'11'W E
173.55'
L8
N 8950'58 E
51.71'
L9
N 8058'16' E
64.23
EXHIBIT "B"
'BWLOING V E. COR.
UT 22
— STEWART AND ,5 w
p�� 2 LW
LOT E
VISTA DR
$ 731194 22'
47 44eJ
9 I
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EXHIBIT "K"
NASA Documents (Section 4.1; Section 7.1.3)
L.
EXHIBIT "IC•
NASA DOCUMENTS
1. Quitclaim Deed dated April 19, 1999 and recorded in the Official Records as Document No. 99
0690588
2. Right of First Refusal Agreement dated April 19, 1999 and recorded in the Official Records as
Document No. 99 0690586
3. Assignment of Sale Proceeds dated April 19, 1999 and recorded in the Official Records as
Document No. 99 0690587
4. Easement Agreement dated April 19, 1999 and recorded as Document No. 99 0690589
5. Promissory Note dated April 21, 1999 in the principal amount of 520,145;000.00 executed by the
City of Downey, as borrower, in favor of the United States, as leader
6. Pledge, Escrow and Trust Agreement dated April 21, 1999 between the City of Downey, the
United States, and the U.S. Bank Trust National Association;
7. Agreement Concerning Payment of Sale Proceeds dated April 2l, t999 between the City of
Downey and the United States
8. Proposed 2003 NASA Quitclaim Deed for Parcels 1 and 2 of the NASA Site
9. Transfer Agreement dated , 2003 by and between the City and the United States of
America through GSA
10. Covenant Deferral Request dated December 20, 2001 (the -CDR-)
11. Environmental Services Agreement between the City and the United States of America through
NASA, dated 2003
12. Environmental Responsibility Assumption Agreement dated as of , 2003 entered into
between City of Downey and International Risk Assumption Downey, LLC (`MAD')
13. Remediation Agreement between MAD and ARCADIS identified in Section 2.1.4.3 of the
Assumption Agreement
14. Escrow Agent Agreement between the City, IRAD and AIG Environmental
15. Declaration of Covenants, Conditions and Environmental Restrictions dated 2003 and
recorded on , 2003 in the Official Records of the County of Los Angeles as Document
No.
16. Memorandum of Agreement Among NASA, the GSA, the California State Historic Preservation
Officer and the City of Downey Regarding Disposal of a Portion of the NASA Industrial Plant (the
"MOA")
17. Revocable License Agreement between NASA and the City of Downey dated November 26, 2001
(the "License Agreement")
EXHIBIT "L"
Form of Memorandum of Ground Lease (Section 5.1.6)
4.
RECORDING REQUESTED AND
WHEN RECORDED MAIL TO:
Oliver, Vose, Sandifer, Murphy & Lee
281 Souks Figueroa Street
Second Floor
Los Angeles, CA 90012
Attn: Charles S. Vose, Esq.
WW_ Ecemo -QW1 Cods 127393
(Space above tow Record= 'a Use)
MEMORANDUM OF GROUND LEASE
This Memorandum of Ground Lease (" Memorandum') is made as of
. 2003, between the City of Downey, ( "City'j, a municipal corporation
of the State of California, and Industrial Realty Group, LLC a DevelopeP7, a Nevada limited
liability company.
1. PURPOSE OF THIS MEMORANDUM.
This Memorandum is entered into for the purpose of providing record notice of that
certain "Ground Lease" ("Lease") dated as of .2003 entered into by ---
City and Developer. The Lease provides for the leasing by City to Developer of that certain real
property described on the attached Exhibit A.
2. NO MODIFICATION OF LEASE TERMS.
This Memorandum is prepared solely for the purpose of record and in no way modifies
any of the express and particular provisions of the Lease referral to hewinabove.
/ [Sigoatum on following page]
CITY:
CITY OF DO WNEY, a municipal corporation of
the State of California
8y:
ATTEST:
C'tty Clerk
APPROVED AS TO LEGAL FORM:
OLIVER, VOSE, SANDIFER, MURPHY & LEE
City Attorney
Mayor
DEVELOPER:
INDUSTRIAL REALTY GROUP, LLC
a Nevada limited liability company
By:
Title:
APPROVED AS TO LEGAL FORM:
FAINSBERT, MASE & SNYDER
Developer's Counsel
ME
EXHIBIT A
Description of Real Property
i
E EADSON It A33OCIATE3, INC.
Su,%.rww U*PPi'9 C—.,dt nts
Al
5220 0 STREET
CMIND• CA 91710
(969) 364 -1661
909 364 -1761 1.
/ / r/ �, %' >" • , it : >'! /-
1 imb = 400 feet / • /�f% i /' }fi',';' /;.+�
silE
xe
PARCEL
ELECTRIC
PARCEL
PARCM
W
q]Y
U
w
L
I_
fu�Eiau ixa+wAY
c — raftsur NU t1aft 161,9
CRAY ROAD
i
i
J
m
E EAOSON A50OCIATE3, INC.
Surveying do Noppioq Consullonls
MMRT ANO GRAY ROAD
5220 D srRcEr
CHNO. CA. 91710
309 364 -1641
909 364 -1781 FAX
TA
NSTA OR
0
i inch = 400 reel r %� // /f
.Psi'
FU,1%M,E GRQIfND 'rte.
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n II
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Eah1 Filmin Site - Page 2a[2
it
EXHIBIT "M"
Excluded Personal Property (Section 2.1.3)
(.
C
EXHIBIT "M"
L Excluded Personal Property
All property which currently occupies Building 14 on the NASA site AND that which
occupies the rooms and space within Building I that is referred to as the Shuttle Mock -up
Storage Area, including the fenced -off area which the mock -up currently occupies and all
of the rooms which directly connect to that space and which are locked as part of the
shuttle mock -up storage area
The property is in the form of artifacts of the aviation and space development activities at
the site such as models, displays, documents, files, blueprints, furniture, graphics panels,
photographs, drawings, equipment, memorabilia and the shuttle mock -up.
They City retains the first right of ownership of any other portable property found
subsequent to the land transfer in other parts of the site which can be considered to be
artifacts of the aviation/aerospace history of the site (such as models, displays,
documents, photographs, etc.).
L
C
EXHIBIT 66N»
Form of Occupant Release (Section 9.6.1)
L
Exhibit "N"
Form of New Occupant Release
Release
THIS RELEASE ('Releasel is made as of this - day of
20_ by ('New Occupant") in favor of the City of
Downey, a political subdivision of the State of California CCRY1.
New Occupant acknowledges and agrees as follows:
A. Pursuant to that certain
[ Lease /Sublease/License/Easement) dated as of 20� by
and between , a• ('Owner*) and
New Occupant, New Occupant has agreed to acquire from Owner certain
rights to use and occupy those certain premises commonly known as
and more particularly described on Exhibit "1'
attached hereto (the 'Premises").
B. The Premises are located within that .certain real property owned by
Owner which is located within that certain land containing approximately
one hundred sixty (100) acres located in the City of Downey, California
and generally bounded by Lakewood Boulevard, Stewart and Gray Road,
Bellflower Boulevard, Imperial Highway and Clark Avenue as more
particularly described in Exhibit '2* attached hereto (the 'NASA Site').
C. The NASA Site, including the Premises, is subject to those certain
Covenants, Conditions & Environmental Restrictions recorded as
Document No. 03- in the Official Records, County of Los
Angeles, California ('CC&Rs'),
D. Pursuant to the CC&Rs, Owner is required to cause New Occupant to
execute and deliver this Release to the City.
NOW; THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, New Occupant hereby agrees as
follows:
Release. New Occupant hereby irrevocably and unconditionally waives,
releases and forever discharges the City,. its City Council members, and
its and their employees, affiliated entities, successors4n- interest and any
other person or entity, associated with the City (collectively, the 'City
Parties ") from any and all present and future claims, demands, suits, legal
and administrative proceedings and from all liability and obligations for .—.
%r damages, losses, costs, liabilities, fees and expenses, including, without
limitation, attorneys' fees and court costs present and future, in any
manner arising out of or in any way related to any physical, title or other
defect or condition in, of, or related to the Premises or the NASA Site, any
Hazardous Materials in, on, under or about the Premises or the NASA Site
(or the improvements contained thereon), or the existence of any
Hazardous Materials contamination in any state in, on, under, about or
adjacent to the Promises or the NASA Site (or any of the Improvements
contained thereon) as of the 'Effective Date; as such tens is defined in
the CCBRs. New Occupant acknowledges that it is aware of and familiar
with the provisions of Section 1542 of the California Civil Code which
provides as follows:
'A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.'
As such relates to this Sedan 1, New Occupant hereby waives and
relinquishes all rights and benefits which it may have under Section 1542
of the California Civil Code.
2. C000eretion. New Occupant further acknowledges and agrees to
cooperate with City in the execution of any additional documents needed
to effectuate the provisions of this Release.
3. AutFrarity. Each person executing this Release on behalf of New
Occupant hereby represents and warrants to and for the benefit of the City
that each signatory to this Release is duty authorized to execute and
deliver this Release to the City on behalf of New Occupant.
WAIMr
IN WITNESS WHEREOF, New Occupant has caused this Release to be
%W executed by its duly authorized officer as of the date first written above.
By:
Name:
Its:
By:
Name:
Its:
m i:ia"r31
♦✓
Exhibit "1"
The Premises
Exhibit "2"
%W
The NASA Site
V
u MONGLI
\r
EXHIBIT "O"
Other Infrastructure Requests (Section 11.2.3)
L,
EMDBIT "o^
OTHER INFRASTRUCTURE REQUESTS
Lakewood Boulevard
Reclaimed water line from south of Rose Street to north property line
Will connect all landscape irrigation to reclaim water lime
Steve Rom Way
K.
A
A
Pay pro rata share to construct Steve Hom Way
Provide a utility easement along the northerly property line that meets the
City's requirements for maintenance of any required utilities
Drainage improvements shall comply with all applicable regulations, either
City, state and federal.