HomeMy WebLinkAboutResolution No. 17-7739-Approving Second Amendment to Real Property Purchase & Sale Agmt b/w CD & PCCP IRG Downey, LLC and IRG Downey, LLCRESOLUTION OF • OF OF DOWNEY APPROVING
THE • i AMENDMENT TO THE REAL PROPERTY PURCHASE AND SALE
AGREEMENT BETWEEN THE CITY OF DOWNEY AND PCCP IRG DOWNEY, LLC
AND IRG DOWNEY, LLC TO AMEND SOME OF THE RIGHTS AND OBLIGATIONS
SPECIFIED IN THE ORIGINAL PURCHASE AND SALE AGREEMENT
FIRST Wi
WHEREAS, the City of Downey ("City") and Industrial Realty Group, LLC, a Nevada
limited liability company entered into a Real Property PurchaseandSale Agreement, dated on
or about November 30, 2003, pursuant to which City sold to Industrial Realty Group, LLC certain
real property described therein. A true and correct copy of the original Real Property Purchase
and Sale Agreement is attached hereto as Exhibit "A" and incorporated herein by reference;
and,
WHEREAS, City and Industrial Realty Group, LLC, entered into the First Amendment to
Agreements in Real Property Purchase and Sale Agreement, dated on or about March 15, 2012
("First Amendment"). A true and correct copy of the First Amendment is attached hereto as
Exhibit "B" and incorporated herein by reference; 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 Real Property
Purchase and Sale Agreement; and,
WHEREAS, the City and PCCP 1RG DOWNEY, LLC, and IRG DOWNEY, LLC,
(collectively "Developer") wish to enter into a Second Amendment to Real Property Purchase
and Sale Agreement ("Second Amendment") attached hereto as Exhibit "C" and incorporated
herein by reference; and,
WHEREAS, as set forth in that certain Second Amendment the Developer has
requested amendments to the Real Property Purchase and Sale Agreement to reflect (i)
beneficial changes to the City's profit participation rights; and,
WHEREAS, the City Council does hereby desire to approve the Second Amendment to
the Real Property Purchase and Sale Agreement pursuant to the terms and conditions as set
forth in the Second Amendment Real Property Purchase and Sale Agreement.
HEREBYNOW THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES
•I •I •
SECTION 1. The City Council finds, determines, and declares that the activities
contemplated in the Second Amendment to the Real Property Purchase and Sale Agreement
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 Second Amendment to
the Real Property Purchase and Sale Agreement, substantially in the form attached as Exhibit
"C„
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SECTION 3. The City Manager and his/her authorized designees are hereby authorized to
execute the Second Amendment to the Real Property Purchase and Sale Agreement.
SECTION 4. If any section, subsection, paragraph, sentence, clause or phrase of this
Resolution is declared by a court of competent jurisdiction to be unconstitutional or otherwise
invalid, such decision shall not affect the validity of the remaining portions of this Resolution.
The City Council declares that it would have adopted this Resolution, and each section,
subsection, sentence, clause, phrase or portion thereof, irrespective of the fact that any one or
more sections, subsections, phrases, or portions be declared invalid or unconstitutional.
SECTION 5. Except as expressly provided in this approval, nothing in the Second
Amendment to the Real Property Purchase and Sale Agreement shall be deemed to waive or
modify any other provisions of the original Real Property Purchase and Sale Agreement.
APPROVED AND ADOPTED this 22nd day of August, 2017,
FERNAPDO VASQUEZ, Mayor
A ALICIAbUARTE, MC
Interim City Clerk
HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of
the City of Downey at a regular meeting held on the 22nd day of August, 2017 by the following
vote, to wit:
AYES: Council Members: Pacheco, Saab, Ashton, Mayor Vasquez
NOES: Council Member: None.
ABSENT: Council Member: None.
ABSTAIN: Council Member: Rodriguez
4AL ALICIA DUARTE, CMC
Interim City Clerk
EXHIBIT "A"
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 D® Y, 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."
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 Spac-
• • •
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 Boullcvard, Imperial Highway and Clark Avenue. The NASA Site - as been use 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
B, In April 1999, City acquired from the United States of Amenica, acting by an
through the General Services Administration ("GSA") and NASA, approxin-lately 66 acres of th
NASA Site, comprised of Parcels 3, 4, 5 and 6 ("Parcels 3. 4, 5 and 6"), pursuant to that cartai
Quitclaim Deed dated April 19, 1999, recorded in the official records of the County of Lo
Angeles as Document No. 99 0690588 (the "1999 NASA Quitclaim Deed"). Parcels 3, 4, 5,aqnn
6 are also subject to various agreements between the City and the United States (Collectively,
"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 I and 2 C'Parcels 1 and
pursuant to the California Desert Protection Act. C'Act") of 1994, 16 UiS.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 future 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");
(v) Environmental Services Agreement between NASA and the City (the
"ESA77);
(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 I 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") c
further describe the environmental condition of the NASA'site. Trichlorethylene ("TCE"),
Perchloroethylene ("PCE"), and other volatile organic compounds have been detected in soils
on, and in groundwater beneath, Parcels I 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 I and 2, under the supervision of the California Regional
Water Quality Control Board - Los Angeles Regional (the "Regional Board'). The Reg onal
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-
2
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acre portion that would be acquired in fee by Developer from City and an approximately 2 1 -acr-
r• •
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 "W'. 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 "Y' 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 describe on
Exhibit "H11 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 perrnits, plans, and approvals which are required for the
development, use and operation of the Studio Property (the "Entitlements"). The Entitlements
include (but are not limitedto) 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 "EW);
(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");
Certificate of Compliance executed by City, in recordable form,
substantially the form as attached hereto as Exhibit "I" (the "Certificate of Compliance"); ani
(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 ani
standards set forth in the City Entitlements (as the same are obtained by Deve oper .
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• • • WPJs'
ARTICLE 1:
JECT OF AQR EMENT AND DEFINI1'lONS.
foregoing-sy incorporated int• and made a •,
rt
of - by -
fr this Agreeiri�- is to tuatt the
• in Section
1.3 Definitions'.
1.3.1 The "Studio property" shall mean all that certain
real property set forth on the Studio property Site Map attached hereto as Exhibit I'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 QiOL I et reseutatJyLM "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, staf, council members, board members, and/or
planning commissioners of City.
1.3.3 Com. "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 dverrirnan - Restrictions. "Governmental Restrictions" shall mean
and include any and all laws, statutes, ordinances, cedes, rules, regulations„ writs,
injunctions, orders, decrees, rulings, conditions of approval, or authorization, now in force or
which may hereafter be in force, of any governmental entity, City or political subdivision.
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Loabilities. "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,
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
-if WWWW11-111no rterson -b �c* g but not limited to, the manager or
managing member of the limited liability company.
1.3.7 064fifieJ Finandat ftj�tinlfibh. "Qualified Financial Institution"
shall mean a bank, savings and loan, pension fund, insurance company or other institutional
2-nii iffla-1; Y *f fxywff-Z�Jiw�- '#* if 7AW&uw�
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.
13.9 Rqed Uses. The phrase "Permitted Uses" shall have the
meaning as set forth in Section 11. 1 of this Agreement.
ARTICLE 2.
2.1 ih&SaLe qf t U - &�kl. 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:
21.1 Land. The Land as legally described on Exhibit "Y' attached to this
Agreement and made a part hereof, together with all of City's right, title and interest in and to
all casements, 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;
1mbk&d all other structures and
improvements (collectively, the "Improvements") now situated on e Lan inc uding, 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 ft6 All of City's interest in fixtures, furnishings,
equipment, appliances, machinery, tools and other personal property of every kind and
character (collectively "Personal 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 I'M"
attached hereto; and
2.1.4 intimible PrP.,egy. 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.
12 Pult ikld�k. 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 Pdvrrwn:t of Pqf&h4og�. The Purchase Price shall be paid to City by
Developer as follows:
2.3J 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 supplement or addit onal
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
M
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 jhk_Rqjky. 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 Develop
("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"), 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
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3.2 Surve an g l ovirmen S. 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 • disapproves of • or
t . ig, the nature of its disapproval "Disa roval Notice"), on or before the later of
ARTICLE 4.
- a ,•• • - � is a` •- r`a •• r 1 -• -
r - r•
I- I It, ti L111'
4.2 Commencing upon the Developer's receipt of a fully
executedcopy of _ - � expiring 1 a. -"Review
Period"),Developer shall have the aa■: to
environmental and NASA related documents As it deems r to decik
Studio Property is oKceptable to DevoloM specificallybut • • to,
Specific ■lan (the "Legal R&iew costs
rconnection
_gs
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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.
5.1 Conditions Precedent to Develoees Obligation to Close. The obligation of
P 0
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 Warranfies 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) fally 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 #6 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 "U.
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;
5.1.9 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 t!o_Nlatcrtal Adverse Chars e. 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
Period
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 Devvlopei'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 g1LPurebase _ .,,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 shall acquire fee title
to the portions of Parcels I and 2 that constitute the Acquisition Parcel, subject only to the
Permitted Exceptions;
5.23 Delivery of �Qoqu�ments. 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;
5.24 fLepreselitations, 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 scrow, eveloper s all not be in
material default of any its obligations under the terms of is Agreement.
5.2.6 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 112.2.
• Other than as set forthr: 5.3
and 7 '1.12 herein, in the event that any of the conditions precedent set forth in Section 5.1
• 5.2 have not• . satisfied,
this Agreementand Developer and City shall
have no further rights or obligations h- - a In such event,party shall have •
option,but • the obligation, to waive any of • - conditions precedent r
prejudice to any other rights and. remedies that they may have against the other. Withrespect
to City, the City Manager of of Downey,• •r with the Mayor, at his
discretion, -• t • to approve extensions of •^ Agreement anr to
respectvrlz.��V If the -Close of Escrow as rovided and with
to Developer, - Eric Kaplan.
• purchase of Acquisition Parcel provided
shall be consummated at a closing oor "Closeof r be r -i• •
Closingthe Date at the offices of • r•. or other time and place as City and
Developer . agTee upon.. herein, "Closing 1, 1 days after the
expiration of the Review Period (defined in Section 42) 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 actionsbe - • .• necessary,•
consummate the sale of the Acquisition Parcel to Developer as contemplate erein.
6.2 City shall pay • of •
all of the recording fees fordeed, - entire premium for the Owner'sPolicy,
documentary transfer- and any other costsof • Developer
pay • • • • premiums • • • i
• • ,• Developer,and any other • of - •r hereunder. • Developer
shall pay their own attorneys' fees. Security deposits held by City shall be delivered to
Developer by -+ to the • ••-r's account at the Closing.
•- r • •. •
r r prorated • - • + •• •r • r 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
e 11__
SNAMUCHTEMDowneyTurchase Agreement\DowneyPSA v19.12-04-03.doc
• f
Section i'
6.3 Closi nit Deliveries. At Closing,
such documents as are typicaland customary for• • pr6petties of /
ilar
r. ,
' •ii • fappropriate {
transactioncontemplated in this AgreementDocuments").
consummate the
The failure of eitherparty to deliver the Closing Documents to the Title Company on or
before the Closing shall be an Event of Default.
6.4 to�� City shall deliver
possession of • r Parcel and a]
keys to the Acquisitionto Developer • _
ARTICLE
r
7.1 ReVresentatiolis Warran-tics and Covenants b�v City. Effective as of f,:e
-4 -eClosM9Date-.-0 hereby f"resents, warrants and covenants
-tothatr r representations,
• •
covenantsw�arrauties and
• • r f •the laws of the State of
forthCallf4riiia� and is - (411y authojija to �&k&duw this Agreement and to fulfill its obligations as
set -
712 City r"euts and wArraiiis 6 to the best of
ro
S:UAM\LICHTER\Do�,vney\Purchase Agreement\DowneyPSA v19.12-04-03.doc
1 • ` : : • • '.. .. i • is i : � ,, ;• i - � - - 1. `: • i .:
♦ r i
at � a ri f• • a ,i - - \ - i \
• t \ f s r • •' f• t •i`
r- is - r - •' -i t; -1 - - - 1
- 1 -. • - - - •••• • - f- - is • r • - •
ClosingStudio Property, and (ii) assist Deve btaining the o tier project approvals require
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 e
ii the delivery of Deed for - years from• • exercise
ood Nth add we its; best efforts to�sa(ishr all of its conditions precedent set forth in Section
_5.the i • of •
7.1.13 Wh Other than as setforth1
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
t, f. 0- ,.
or pay for any other off-site infrastructure improvements in connection with Developer'
reuse of the existing buildings located on the Acquisition Parcel, and (ii) except for buildin
or fire code requirements, City is not aware of any additional municipal requirements for o
site infrastructure improvements needed for Developer's reuse of the existing buildin
located on the Acquisition Parcel. This provision shall survive the Closing and the delive
of the Deed for a period of seven and one-half years from the Closing. I
M
7.1.14 1 Mctiveness and- SurviVa[ AbfL��R�hwtw�i Litigs: anip
The representations, warranties and covenants of City contained in thiM
t ontheClosin DateasifmadIV
materia S
7.24 Consent )rovals 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 This Agreement has been duly executed and delivered
by Developer and d and binding instrument, enforceable against Developer in
ac�66�6 with its tckm8i tuept as such enforceability may be limited by (i) bankruptcy,
-14-
S:\JAA4\LICIiTER\Downey\Purchase Agreement\DowneyPSA 09.12-04-01doc
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).
tjq• • • o 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
4
uMm on I=- �iDevelo ecer 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 project Copllanc,e. 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 rroin, 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 AAverse _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 Effect
_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.
-_15 -
S:UAM\LICHTER\Downey\Purchase AgreementTowneyPSA v 19.12-04-03.doe
ARTICLE 8.
ARTICLE 9.
9.1 "A . Developer hereby expressly acknowledges that it is purchasing
the Acquisition Parcel in "As IsIVVhere Is" condition • warranty • any k nd, express
or limited, • without limitation, any warranty as to title (except as set forth above in
. I • — a • , 1 11
• in a condition entire y suitar or such use or uses. IN CONNECTION WITH THE
ABOVE, DEVELOPER HEREBY ACKNOWLEDGES AND REPRESENTS TO
THAT, DEVELOPER HAS HAD AMPLE OPPORTUNITY TO INSPECT AND
-16-
SAJAM\LICHTER\Downey\Purchase Agreement\DowneyPSA v 19.12-04-03.doc
i • r � ': • 'i r � 1
9.2 Hazardous Materials/Environ '. 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 ("CCLA"), 42 U.S.C.
Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ("C "),
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 fi�istina Enviro ' ental Con ination. 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
-17=
S:17AM1LICHTEMD®wneyTurchase Agreement\DcwneyPSA v 1912-04-03.doc
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.
.V4
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 IRAD, 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 "Ovrners,"'as
that term is defined M' 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 "Ownee' 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. S.
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 IRAD (or any successor or replacement
thereof) or any of their respective agents, contractors, subcontractors, employees or
representatives (collectively, the '11RAD Parties") be considered, characterized, deemed or
WIN
S:VAM\L1CHTER\Downey\Purchase Agreement\DowneyPSA v 19.12-04-03.doc
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 IRAD 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 IRAD 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 MATERI L E ED
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.
i =T
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
S:\JAMILICI-ITEP,\Downey\Purchase Agreement\DawneyPSA v 19.12-04-03.doe
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 Dccunant Release.
9.6.1 Rcicgse� Rgduit��. Developer hereby agrees that it shall requi
each tenant, lessee, subtenant, sublessee, licensee, easement holder or other occup
(collectively, an "Occupant") of any portion of the land or improvements constituting t
Studio Property to execute and deliver to the City of Downey a release of claims in the fo
attached as Exhibit 'IN" (an "Occupant Release") prior to permitting any such Occupant t
tzij- sssession-rilgli
14
under any document as to, or otherwise occupy, any portion of the land or improveme
constituting the Studio Property. To the extent permitted under the NASA Documents, i
lieu of requiring an Occupant Release to be signed by each Occupant as set forth herei
I= �er in its discretion rriat,,A elect to inde=ifrj and hold City harmless from any Los
or Liabilities resulting from any action brought or claimed by or through any Occup
against City which would have been released or barred had such Occupant signed
Occupant Release. I
9.62 fidih 6ft Sgecessors. The obligation to obtain the Occupant Relea
Bi i a
from each Tenant shall be binding upon each party that acquires a fee ownership interest•
any type of leasehold interest in all or any portion of the Acquisition Parcel at any d
following the Closing, and such obligation shall (i) survive the Close of Escrow and
delivery of the Deed and the other documents to be delivered by the parties hereto at
Closing, and (ii) be covenants running with the land as to the Acquisition Parcel.
9.7 Corn
frnpjementatj[Qon on M�n 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 I 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
emediationof the PCE plume associated with and in the area of Building 244, (ill) 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 IRAD 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 a6mowledges that City will
SMANBLICHTERMowneyTurchase Agreement\DowneyPSA v19.12-04-03.doc
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 fiinctions of the Coordinating Party there under.
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 e
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 agrdes
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,
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 further covenants and agrees for itself
~2l-
• its successorsand assigns that it shall notor pernift any activity on
Acquisition Parcel that would violate the existing zoning or any applicable Governmental
Restrictions. r rgand agrees that forall purposes, -Classification"for
the Acquisition Parcel as proposed by Developer and as identified in the Specific Plan is
"Commercial/Industrial".
1li1111 •., ri 1• �� �•� � .. ��,r • i- -•r •
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S:VAMtL[CHTER\Do,�voey\Purchase AgreementOowneyPSA v19:12-04-03.doc
allW–W093-IMA offia W"T-3 [a] oil) ON Igo 0 V1,14 ILI U61111 RINUMN ling 1 4 1 Lail fralitar-0714
11.2.3 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 oil Exhibit "0" attached hereto.
11.2.4 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.
J&pgq-&lJ Itw. - Wi
follo ng submission of the Develo ment Re:aort to ob eet 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 wit]-iin the foregoing thirty (30) day period, City and Developer agree to meet an
confer in good faith promptly thereafter to resolve the dispute.
Developer agrees to dedicate to City, and 0
shall pay to Developer the amount of Five Dollars ($5,00) per square foot, that portion of
Acquisition Parcel which is adjacent to Lakewood Boulevard and Clark Avenue and
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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 DifL Developer shall remove, at Developer's expense, the excess
dirt located on • •' Lease Property • by operations at the studio in or about
throughr rrer 2003, and dispose of dirt in compliancerr r - federal,
state • localr • Parcel fails to Close forany r 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 terminati• of •r any reason and shallbe
covenant separate• apart •m the remedies set forth
11.4 ,StudioManak6tjieht F&.; In considerationof Developer'sday-to-day
management r of - fihn and television operations presently • place at the Studio
Property rDeveloper'spre-Closing funt of certain capitalit • s
thereto, Developer shall be entitled to receive a studio management fee equal to (i) the sum
of • by • i . • television operations at the Studio Property
for period between July 1, 2003and continuing through• Date, less •
the City's expenses related thereto, which shall be agreed to be $40,000.00 .-month (the
"Studio Management
creditagainst price at Closing as set forthSectioni herein. In theevent
Acquisition Parcel fails to Close for any reason and this Agreement is terminated, City shall
promptly pay to Developer • • Management Fee forperiod between 00
r •r � • • - r. - • tr •r • . -- - - i;r - - • a
r - ■ expendituresrhicluillog•
incuftd pursuant to on •
Agreement forreason and shall be a covenant
forth in Article
Developer and City recognizer •
of business proposed • be •ra • on r' Studio Property and r.t the tradition
business license tax would not fairly measure the extentof ` business conducted
within
boundaries • would be r • - for ••er's customers to r.
Accordingly, • •er agrees to pay the City a one •' ' "Studio
based on the gross rental receipts from rental of the portion of the Studio Property actual
being a• - • • • • • • production rr
•, a Payment • Fee shall not • or •s •
• .z@'WVm&ilm Activities• • PropertrA fromPropresponsibility • •.
Business
voluntarily+• willfully agreed to pay the Studio Fee, in lieu of •
all City busine
taxes, using this alternative method of tax payment on behalf of those transient entiti
conducting Film Activities at the Studio Property. This iii -lieu fee does not apply
permanent occupants of any buildings, management of the Studio Property, parking
24
S:VANAL1CHTER\DowneyTurchase AgreemenffiowneyPSA v19.12-04-03.doc
Ptb"dibii Facil
-25-
SMAMLICHTER0owneyTurchase Agreement\DowneyPSA v 19.12-04-03.doc
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 requests a lease term
longer than the Reimbursement Period, for the remainder of the lease to 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.
S:UAM\L1CHTER1Dawney\Purchase Agreement\DowneyPSA v19.12-04-03.doc
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 J)Ist I laimler 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
of Downey, the Downey Municipal Code, the California Environmental Quality Act (Public
Resources Code § 21000 et seq., 110EQA11), 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 forni of promise to limit, restrict or affect in the fixture) 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 To the extent legally available and without the requirement
fbf paying Any third party* the usW thereof, Developer agrees to use the ha= "Downey
cOhneotion with the operations of the studio fhaitits 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.
1119 ajL Aof jc�U�t-out �. 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
S:\JAM\L1CHTER\Downey\Purcha9e Agreement\DowneyPSA Y19.12-0403.doe
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11.10 lift Pan iciatIon 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 participatibn
interest ("City's Profit Participation") an amount equal to five percent (5%) of all "Net Sale
Proceeds" over abase 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 Lichter 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
Permanente 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 theadjacentnortherly 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 suchdrainageplan is approved by the City in compliance_ with all applicable
laws and acceptable to Developer in its sole discretion.
_Zg_
S:VAMUCHTER\Downey\Purcha_sa Agreement\DowneyPSA v I 9.12-04-03.doc
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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 enjoymentof 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 tine 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 bedeemedto 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")
&VAMUCHTER\DowneyTurchaseAgreement\DowneyPSA x19.12-04-03.doc
including, without limitation, any redevelopment or general plan or any zoning ordinances,
or any of City's 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
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
w-.4k-A-swc-%�nconsistency, exists and in the reasonable business iudgment
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 Em foment Coiaorttlnities. 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.
13.1 PDgehfaguRss- Cenerall 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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SAJAMUCHTERTowney\Purchase Agreement\DowneyPSA v I 9.12-04-03.doc
-3l-
which shalt 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.
14.1 This Agreement is the final, enti
and exclusive agreement between the parties and supersedes any and all prior agreement
cc ej
negotiations and communications, oral or written. No representation, promise, induceme
or in the documents referred to herein, and no party shall be bound by or liable for
alleged representation, promise, inducement or statements of intention not set forthl
referred to in this Agreement.
14.2. ajLccessol lnd s i ns. 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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S:VAWL1CHTER\Downey\Purchase Agreement\DowneyPS A v 19.12-04-03.doc
o
City I
,Downey: 11 111 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 party 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' lees- 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 CgMjpi:ssLqn. 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 5qygLqhjjLty. 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,
tatute,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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14.15 _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 '000 ration ° rior_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 theNASASite as a movie and television
production facility.
14.17 Coo neration in the Event of Le al Challen e. 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 Ex line _Coo o. 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 IncoEponItion _ofExhibits. All Exhibits referredtoin this Agreement are
incorporated herein by such reference and made a part hereof.
[Signatures contained on the following page]
=35=
S:UAWLICHTEMDowneyTurchase Agreement\DawneyPSA vl9.12.04-03.doc
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.
cccitY7
Date- December 1 9 2009
AITES
APPROVED AS TO FORM:
Oliver, Vose, Sandifer, Murphy & Lee
City Counsel
Date: December I'2003
A RO
AS TO FORM:
Fainsbert Mase & Snyder, LLP
Do I
WIMT-9-7-M
lwqy
Deputy City Clerk
9 1
I F 1 9 1 a 1 , ,
WN=- iF1
By: S. L. Properties, Inc.
A Delaware corporation
Its: Manage
By,.
Stuart Lichter, President
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&VAMUCHTERTowneyTurchase Agreemenl\DowncyPSA v19.12-04-03.doc
State of California
County of his A_rA9e_1e_5
On ►9 i 20n before mei
Date
personally appeared
or the entity
Though the information below is not required by la�, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Title or Type of Document: Peal PYO i?urchase and Sale Agreement
Document Date. Novenber 30, 2003 Number of Pages". 39
Signer(s) Other Than Named Above: StuaKt Lichtex
Signer's Name: Trejo I signer's Name:
0 Individual
0 Individual
0 Corporate Officer
0 Corporate Officer
Title(s):
Title(s):
[I Partner — 0 Limited 0 General
El Partner — El Limited El General
0 Attorney -in -Fact
0 Attorney -in -Fact
EJ Trustee
C1 Trustee
D Guardian or Conservator0
Guardian or Conservator
:E Other: i 1 op of thumb We
0 Other: �®R ®s thumb hM
Mayor, City of
Signer Is Representing:
Signer Is Representing:
City of Downey
In
Q 1995 National Notary Asunciailon ® 0236 Rornmel Ave., P.O. Box 7184 ® Canoga Park. CA 91309-7104 Prod, No. 5907 Reorder: Call Tall -Free 1-800-878-8827
STATE OF r ••
COUNTYOF •
On it
the Mayor of E OF DOWNEY, the public entity named
persontherein, personally known to me (or proved to me on the basis of satisfactory evidence) to be
the -
,
he executed the same in his authorized capacity, and that by his signatureum
ent
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
COUNTYOF •
Signature
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S:VAMILICHTER\Downey\Purchase Agreement\DowneyPSA v 19;12-04-01doc
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+;k": h4oWYPublic -C3hfOrr,12
f � Los Anples County
x�m..� h�� r;nr�rY, £ �airrx7��y21 2CPii5
(This area for official
notarial seal)
rir
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 So Map (,Recital E)
Exhibit "F"
Acquisition Parcel Legal Desdiplioq (Recital E, Section 2. 1. 1)
Exhibit "G"
Ground Lease Parcel Site Map (Recital E)
Exhibit "9'
Ground Lease Parcel Legal Description (Recital E)
Exhibit "I"
Form of Certificate of Compliance (Recital F (iv); Section 3.1)
Exhibit "J"
Cut -Out Parcel Legal Description (Section 2.2)
Exhibit "K7
NASA Documents (Section 4.1;Section 7.1.3)
Exhibit "I:'
Form of Memorandum of Ground Lease (Section 5.1.6)
E,,Iaibit'QTW7
Excluded Personal Property (Section 2.1.3)
Exhibit "N"
Form of Occupant Release (Section 9.6.1)
ExEbit "0"
Other hiftastructure Requests (Section 11.2.3)
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Surveying & Mapping Consultants
SIEWART AND GRAY ROAD
5220 0 STREET
CHINO, CA. 91710
(909) 364-1681 EMS11NG PARCELS
(909) 364-1781 FAX
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License Y
REVOCABLE LICENSE
The NATIONAL'AERONAUTICS AND SPACE ADIA MSTRATION (NASA), acting by and through
grant to the CITY, OF DO Y, CALIEO A (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:
yes by this License, and any construction, m aintenAncc,
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 JA16, Houston,, Texas 77055. All requests for consent or approval from
the City to NASAunderthis License, and all consents or approvals granted by NASA under this License,
must be in writing_
b. STRUMMES. 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
terrinna tion of this 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 apts of NASA, its agents or contractors), unless
such termination is incident to the transfer of title to the Premises from the United States to the City.
c, LAWS AND ORDINANCES. Ina 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, mid 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.
ee
'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 destroy, displace, or damage United States property
underthis License which may result in the generation of hazardous Waste shall be subject to the
requirements of section H. d_ below.
The City shrill be liable for any loss of, or damage to, the Premises, including any environmental loss or
damage to the Premises, incurred ai a result of its use, and shall make such restoration or r6pairi or
monetary compensation, as may be directed by NASA. Tlie City shall not be responsible for any loss of,
or damage to, 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 L p. below.
f, STORAGE. Any United States property which must be removed to pen -nit exercise of the privilege
granted by this License shall be stored, relocated or removed from the, site, and returned to its original
location upon terrninstion 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
the Premises from the United States to the City.
g. OPERATION. 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 [I. a., and shal I refrain
froin unreasonably marring or impairing the appearance of said Premises, obstructing access thereto,
inter&ring with the transaction of Government 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 condition as the condition of the Premises as of the date
hereof; with the exception of reasonable wear and tear, acts of God, or act's of NASA, its Agents or
contractors. The City shall obtain, at its own expense, any utility/energy resources required to operate the
Promises in the desired operable condition ("Promises Utility Services"). The City,shall also provide, at
its own expense, security adequate to maintain the Premises in a safe condition. In addition to the
Premises Utility Services, upon request by NASA the City shall undertake commercially reasonable
efforts to provide available Utility service, including uninterruptible power, to NASA for the ongoing
remediation work ("NASA Utility Service"). NASA shall reimburse the City for all actualldirect costs
and expenses incurred by the City. in supplying the NASA Utility Service in a manner to be agreed upon
by NASA and the City. The City shall have the right to contract with any 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 remediation work.
h. NO-TICE. Any property of the City installed or lo ' cated on the Premises shall be removed upon: thirty
0.
0) calendar days written notice livoin NASA, or upon such notice as indicated in section I. m. below,
unless NASA determines that such activities will be rendered unnecessary due to the transfer of title of
the Premises from the United States to the City,
i. 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 that 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 1073, 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 1250-1232).
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 firm 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 of conditions relating to nondiscrimination shall constitute sufficient cause for
termination of this License.
j. IN ' DEMNIFICATION. The City shall indemnify and hold hartnlegs the United States, its officers,
agents servants and employees (the released parties) against any and all actions, claims, demands,
liabilities, losses, or damages whatsoever, that may in any manner be imposed on, or incurred by, the
released parties under the Federal Tort Claims Act, as amended (28 U.S.C. 2671 et seq.), any
environmental law or regulation, or any other law, due to the death or injury of any person, or The loss or
2
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 LB'cense_ Pre-existina conditions are covered
by section 1. p. below. The indemnification provided for in this section 1. j. shall be independent of the
presence or absence of any insurance coverage.
k. INSURANCE. The City, at no expense to 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 ($2,000,000) per occurrence and
in the aggregate) against claims for property damage, and personal injury, including without limitation,
bodily injury or death, occurring upon, in or about the Premises, including any buildings thereon and
adjoining Sidewalks, streets, and passageways, which shall include coverage against liability for bodily
injury and property damage arising out of the acts 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 equipment ("General Liability Insurance"). NASA
acknowledges that the City shall: (i) be'self insured for the first one million dollars ($1,000,000) of
General Liability Insurance, and (ii) maintain excess municipal liability insurance in the amount of one
million dollars ($1,000,000) through a pooled system of insurance provided by the Independent Cities
Risk Management Authority ("ICRMA'); in full satisfaction of its General Liability Insurance obligations
under this License. Subject to the terms of section 1. k.(5), the City shall maintain General Liability
Insurance throughout the term of this License. The City's self insurance coverage shall be evidenced by
the issuance of a Certificate of Insurance to NASA in the form attached hereto as Exhibit 8, concurrently
with the execution of this License.
(2) If and to the extent required bylaw, the insurance required to be carried and maintained by the City
shall include workers' compensation and employer's liability or similar insurance in form and amounts
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 States, National Aeronautics and Space
Administration, as either a named- insured or as an additional insured, as appropriate for the particular
policy, Each policy shall provide that any losses 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 least thirty (30) calendar days
after receipt by NASA of written notice thereof; provide that the insurer shall have. no right of subrogation
against the United States; and be reasonably satisfactory to NASA in all other respects. Under no
circumstances will the City be entitled to assign to any third party rights of action that the City may have
against the United States. Notwithstanding the foregoing, any cancellation of insurance coverage based -
on nonpayment of the premium shall be effective upon thirty (30) calendar days' written notice to NASA,
The City understands and agrees that cancellation of any insurance coverage required to be carried and
maintained by the City shall constitute a failure to comply with a material tent of this License, and
NASA shall have the right.to terminate this License upon receipt of any 'such cancellation notice provided
that NASA has first 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 ofthe City's
receipt of such notice.
(4) The City shall apply and use any proceeds paid under any insurance policy or policies carried and
rnaintaiiied.by the City pursuant to this; License first to satisfy any claims, damages, and costs assessed
against the United States, or to restore, repair or replace any United States property damaged or
destroyed, or both, as the case may be.
3
(5) Notwithstanding anything to the contrary in -this section 1. k., the City may satisfy its insurance
obligations under section 1. k. , 1) and section 1. k. (2) by requiring its licensees, sub.licensees, and invitees
to carry such insurance coverage and requidng that they name NASA an additional insured 00 policies
evidencing such insurance, in which event the City shall be relieved of its obligations under section
1. k. (1) and section 1. k. (2) until such licensees, sublicensees, and invitees n ' o 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,
I. NON -ASSIGNABILITY. The License shall be neither assignable nor transferable by the City, The
City may enter into sublicemses under this License upon prior written approval by NASA for each such
sublicense. Such approval shall not be unreasonably denied.
TERMINATION. This License shall terminate at the end of one (1) year from the date hereof, unless
renewed pursuant to section 1. o, below. This License may be terminated at any time by NASA, without
cost to'NASA, upon thirty (30) calendar days written notice to the City if there 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
that the interests of the national defense, the national space prograin, or the public welfare require such
termination, or that termination is desirable in order to facilitate disposal of the Premises. If this License
is terminated by NASA, written notice of termination shall be given to the City by the Director of J.SC,
and the terminaticin shall be effective as of the date specified by such notice- This License may be
terminated by the City at any time, upon thirty (30) calendar days written notice to NASA. This License
shall automatically terminate upon tho transfer of title to the Premises from the United States to the City,
if such transfer occurs prior to the expiration of this License.
n. ATTEMPTED VARIATIONS. There shall be no variation or departure from the terms of this
License by the City without prior written consent of NASA.
9, - RENEWAL. Upon the mutual consent of NASA and the City., this License may be renewed prior to
its termination at the end of its One (1) year term for an additional one (1) year period,
p. PRE-EXISTINO CONDITIONS. The City shall not have any obligation, liability or responsibility to
(i) correct,, rernedy, or indenutify the released parties under section I. j, above, for any violations 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 environmental condition of the Premises existing on or before the
date hereofi or:(jl) to remediatc, indemnify the released parties under section I. j. above, or otherwise take
any action with respect to any hazardous substance existing in, on, under, or about the Premises as of the
date hereof not released by the City or any sublicensce, agent or contractor of the City, and for which the
City, or any sublicensee, agent or contractor of the City, is not otherwise responsible. ilow&er, the City
agrees that no action shall be taken or omitted which would in any way aggravate any existing violation
of applicable Federal., State, municipal and local laws, regulations and ordinances, and the rules, ordert,
regulations and requirements of Federal goveminental departments and bureaus in effect as of the date
heredf relating to the physical and/or environmental condition of the Premises. Consistent with section
.1, q. below, the City accepts the Premises under this License "As Is".
I. TRANSFER OF THE PRE SES "AS IS". The City agrees that the Premises are transferred to the
City under this License "As Is" for the authorized uses contained herein, without any representation,
warranty, or guaranty of any, kind as to any matter related to the condition or state of repair of the
Premises, including but not united to any representation, warranty, or guaranty that the Premises are in a
condition or fit to be used for the purposes authorized by this Liccnse. The City acknowledges that it has
inspected, is aware of', and accepts lie condition and state of repair of the Premises, and further
acknowledges that NASA has not made any representation, warranty, or guaranty concerning the
condition of state of repair of the Premises.
n
11. SPECIAL CONDITIONS—
a, The only authorized uses of the Premises as of the effective date of this License 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 are not incompatible with ownership of the Premises by NASA. Such
authorization of additional uses must be, in writing.
b. The City and NASA recognize the importance of the environmental remediation and monitoring
being undertaken by NASA pursuant to its responsibilities under environmental laws and regulations, and
the necessity of Maintaining undisturbed the areas of such environmental remediation and MoOitorifig.
The City w . ill 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 the proper operation and maintenance of the environmental remediation
and monitoring being undertaken by NASA.
c. The City is authorized to conduct environmental testing upon the Premises 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 shall provide a workplan 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
take split -samples for analysis by NASA's environmental contractor. The City must provide NASA with
a copy of any reports produced as a result of any tests taken on the site. The work plan should be
submitted to the Environmental Office, NASA Johnson Space Center, 2101 NASA Road 1, Mail Code
'JAI 3 1, Houston, Texas 77058. NASA will use it best 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 reasons for such 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 bythe City to destroy, displace, or damage United States property under this License
which may result in the gen'eration of hazardous w ' waste pursuant to the Resource Conservation and
Recovery Act (RCRA), as amended, 42 U.S.C. 6901 qLM., shall include a work plan for NASA
approval containing a description of the 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 Agent' ID numbers of all entities involved in the generation,
transportation, and,disposal of the hazardous waste. The work plan should be submitted to the
Environmental Office,'NASA Johnson Space Center, 2 101 NASA Road I, Mail Code JA 13 1, Houston,
Texas 77058. NASA will use it best efforts to either approve or deny approval to the plan within twenty
(20) working days of receipt of the working plan by thi Environmental Office, No United States property
containing hazardous waste shall 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 best efforts to
work with the City to help formulate an acceptable work plan for hazardous waste, disposal.
d. The City shall forward any funds received from the sale of United States property destroyM,
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: -ISC Collection Agent,
NASA Johnson Space Center, 2101 NASA Road 1, Mail Code, LZ, Houston, exas 77058,
f. The City and NASA acknowledge the existence of numerous structures on the Premises which have
been identified as having historical significance, and that a Memorandum of Agreement (MOA), dated
use or uses are corrrpatible with the Historic property MOA.
ty MOA include Buildings 1, 6, 10, 11, 25;;36, 39, 41, 42,
108, 120, 123, 125, 126, 127, 128, 130, 288, and 290. 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 the script, to ensure that the script does not compromise or
otherwise adversely affect the 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 deny 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 1, Mail Code JAI 6, Houston, Texas 77058, who will forward the script to NASA
Headquarters for review, if necessary.
h. For any authorized use pursuant to which the City derives net revenue during the term of this License,
the City shall submit to the Collection Clerk at the address shown below at the end of the one (1) year
terra of this License, and at the end of the one, (l) year renewal period, if applicable, a certified statement
itemizing its operating expenses and the revenues derived from the use or the Premises, along with a
check or money order made payable to NASA for 50 percent of the revenues generated by the use of the
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 the U.S. Treasury,)
i. For purposes of implementing the above GENERAL CONDITIONS and SPECIAL CONDITIONS
clauses, prior to commencing any activities cn mpassul by the above authorized use or uses, the City
shall submit a plan to the Environmental Office, NASA Jehnson Space Center,, 2101 NASA Road 1, Mail
'Code JA131, Houston, Texas 77058, which shall include the following; 1) a description of the 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 perfomisacc of the activities, including
the proposed utilization of any. Federal or State listed hazardous or toxic materials, pyrotechnic devices,
bio hazardous materials, radioactive materials, or hazardous wastes from anyoff-site location; 3) whether
individuals who are not employees of NASA or the City will be Invited onto the Premises, and 4) the
.precautions and safeguards to be implemented for purposes of complying with Federal, State, municipal
and local environmental and healthand safety laws, regulations and ordinances. The plan tnust contain a
certification by the sire Marshal of the City, or other appropriate City official, to the effect that the
proposed activities are compatible with the areas in which they are to be perforated, with the Historic
Property MOA, and with the proper operation and maintenance of tile environmental remediation and
monitoring areas; and that the proposed activities comply with all Federal, State, municipal and local
1k, Aronmentat and health and safety laws, regulations, and ordinances.
6
IN WITNESS WHEREOF, NASA and the City have executed this license of the date last set forth below.
FOR NASA:
Dater Po a + a' ;DO
Roy S. EsWas
Acting Director
Lyndon'B. Johnson Space Center
FOR THE CITY:
Date: O V.
Robert C. Winningham
Mayor
City of Downey
,4 F
Y
a
APPROVED AS TO FO
r x
4
f a a q
tel Ugal Counsol
7
EXHIBIT tt�,,
PSOMAS
EXHIBIT* A
4L,A . DES CWMq N
r.
3
a
Those portions of Lots 2 and 3 and the northwest quarter of the southwest quarter
5
of fractional Section 10, Township 3 South_ lunge 12 West, in the Rancho Santa
6
0CMUdes, in the' City of Downey. County of Los Angelos, State of California as
7
per trap mcordcd in Book L Page 502, of KUallan ous Records, records of said
8
County, described as d whole m follows-,
9
°
1t)
Sat" a point on the northerly line of Ut 2 In said northwest quntscr of
It
bcdonal Secgon 10, said ling also hcing the northerly line of Stewart and Gray
12:
Road, $0 foot wide, distant thereon .South 89 degrees 52 minutes 14 seconds West
17
Sl fact Emm the northeast comet of said Lott; thence en a line between said
."
14
point of beginning and the southwest corner of tiro southeast quarter of the
13
northeast 9 of the s0uthwcst quarter of said fractional Secdon 10, South p
°
16
t
degrees 13 minutes 16 seconds West 1722.21 feet•, thence South 09,degrSes $1
11
talnut=04 seconds We5018,12feer, thence South 0 dcgtas 08 rwnut=S6
11
seconds 70.39 feet; thence South 89 dagtecs 46 trtinutax 04 seconds West
19 '
1039.00 feat; thence South 0 dagr= 08 nunutas 56 seconds est 25,70 feet;
M
thcucc South 89 deg= 51 minutes 04 seconds West 357-50 fcet to the
21
notthwestcrly lino of sald fractional Sccdon 10, said lime being parangi with and
'
22
d1stant 20.00 fejt •$Ouch=. tc°rly, Racasutrd ac right ®ng)=, fico' the ccntr of
23
Lskewo9d Boulevard, 80 feet wide, as shown on County Surveyors B Seder Map
24
No. 1147, an filo in the offrcc of the County Engines of said County; thence
25
along said no7rthwtsterly line offrwtional Section 10. North 31 do 41
26
'uta 38 S=onds Faso 1593,10 foot to an jV00 poittit; thence Wong'same Notch
;
27
31 do 2e, minutes 35 306003 East 558.11 feat to the notrhedy line of said
211 ;
Lot 2; thenc c along sad northerly lino. Norah 99 ftre c 52 minutes le, seconds
29
FpStI97.112 fret to the point of beginning.
I
A 7. tth t r 'taloa Shect 1 of 2
I1
. �.
A
-99 06905894
BEING A PORTION OF SECTION 10, TOWNSHIP 3 SOUTHi RANGE 12 WEST, RANCHO
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 MONVMENT IN THE CENTERLINE INTERSECTION OF LAKEWOOD
BOULEVARD AND STEWART AND GRAY ROAD, AS SAID MONUMENT IS SHOWN ON
CALIFORNIA DEPARTMENT OF TRANSPORTATION bISTRICT 7 SURVEY FIELD NOTES,
FIELD BOOK ALA019C, PAGE 35;
THENCE SOUTH 9406.1W FAST A DISTANCE OF 544.13 FEET TO THE TRUE POINT OF
BEGINNING;
THENCE SOUTH 0903'04" EAST A DISTANCE OF 152.65 FEET;
THENCE NORTH 69055'46" EAST A. DISTANCE OF 278-72 FEET;
THENCE NORTH 0'06'38" WEST A DISTANCE OF 204.40 FEET;
THENCE NORTH 88452'21"WEST A DISTANCE OF 148.88 FEET;
THENCE SOUTH O*OV406 WEST A DISTANCE OF 19.43 FEET
THENCE NORTH'89'41'0 1"WESTA DISTANCE OF 76-82 FEIET.
THENCE SOVTH 0`091W EAST A DISTANCE OF 36.71 FEET;
THENCE NORTH 69414'03" WEST A DISTANCE or 52.74 FEET TO THE TRUE POINT OF
.BEGINNING.
GORDON D. EDWARDS
PLS 6678 EXPIRES 6-302004
1 w,
2 Except the nonhweatesly 20 fact of UW parlion lying wuthMy of the coutbcrly
9 lino of the lead dc=mibcd in the dccd to 1, }L Mu, as mcanicd in Book 20, Page
$67 of , of aMd County. included in
s
A 6 pdoQ 13 dascribed is deUncafed o4 the actiompsgytng "CITY QF
7 DOWNIEY -.NASA EXMIT and Is ma& a pan hm=f for mfcm=
® p
9
10 TWa lcpl description is not intcndtd to be owl in the camvcyaticc of land in
1! violati®n of me Suc vision Map Act of the 2kW of Ca4fprnjjL
12 ,
1]
16
Robcrt C. Olson. PU 5440
1s` sF Psotaas and A=JaW
JIL8.
14
x
4
T Y 0 F I
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EX
PSOMAS
s t tw [ON
4 That pardon of the southwexquawa of freedonal Section l0. Township 3 South, Rsagc
S 12 Wm in the PAncho Santa Ge , in the City of Downey, County of las Angales,
d Statt of California v ger map recorded 1st Book 1, page 502, of Nscollaneous rcot*,
7 'r ands of sold County: dmribed as foUowr.
s
9 Beginning at a point on the narthady line n(Lot 2 In said northwest quiocrof nudond
10 Sectlan 10, said line also being the ssorthedy line of sed Sttwast and Gray 11oa4, 80 feet
41 wide, distant thatnon South 89 dcp= 52 minutes 14 swunds West 846.51 fat (rota
12 the tiorrheast comer of a4d Lot 2: th<mcc on a Lina betw=n said point of beginning and
13 the southwest tomer of the southom quartar of the northeast quarter of the southwest
14 quvwr of said fractional Section lei. South 6 degm la minuses 16 scconds West
1S 1722-21 feet to the tme point of beginning. thence South 89 degrees 51 ruinutes 04
15 seconds west 318.22 tat; thence South 4 degrvts 08 rninutas 56 seconds t 7039
17 faet; thence South 89 deVres 46 adnatsa 04 sccands West 1039.00 feet•, thenen South 0
l8 deg=& 08 minutes 56 seconds Elst 25,70 fat; chance South 89 degrftz Sl minutes 04
19 seconds West 33196 feat to the southeasterly line of L&k4-wood $ouleva,d, 80 feet
20 ` wide, as shown on County Surveyors 11 Sedet MV No. 1147, an file in the office of the
21 County Xagineerof said County; thence alogg said southmtedy lint of _ wood
22 Boulevard South 31 degiecs 41 WaUlcl 38 seconris Weal505.70 fcct to the easterly line
23
of Clark Avenue, 74 feet wide, as chowa on said County Surveyors B Series No,
a. 24
1147; titan= along said aasn;rly tinc, of ClUk AvtztU4 South 0 degrees 03 mji utas 38
25
'seconds Nest 465.36 feet to aline which is Iel with and $93.40 fact northedy,
° 2d
at right angles, from the northerly flue of P 'Map N®. 24577, in said City.
27
as per map filed in Book 273, PaM 73 through 75, inclusive of Penial Maps, t oids of
22
said County; thence along said p. el litre North 19 degroes 51 r ahnutca 30 seconds
29
a.
Eut 96126 Fea to the amtherly prolonptlan of the easstnxty Vne of told Parcel Map No.
Sheet I of
... _ 069058q,*
I 24sn, thence slang saki aurthedy prolan Won Somh 0 ddpw4 oo manutu 20 S=01lds
2 EA31407.41 feet to a line pwallel with and 844,00 feet northerly. mc&vAtd alright
3 angles to the southerly line of ftcdonal Section 10; d=c* Man& Wd parip,01 JWC North
4 89 dtgm= 51 winotel 30 Seconds ELU 991.56 feet to the mtmiy line of the weswly
S half of the soulheut quartitr of the souAhww quarter of Said fcwdcqW Sxd4n 10;
6 thence Norah 0 dc5rea 02 minutas 18 moods West 477.41 fat to the /oothwast corner a
7 of the southeast q of the aortheaat quanct of tate southwest quarter of Said
a buctiOul Secdon 101 thence North 0 degmes 13 mirluto 16 seeorrds EAn 922.82 feet to
9 the mw Doing of begimiing.
10
11 This UDescription As described is dohnexled on the womponying" OF
13 RO - NASA EXIIb3rr MAPand lr mak a put hemof for refer tnca purposes.
13
14 This legal description is not iateaded to he wed is the eanvoyance of lend In violation
tee of the Subdivision Map Act of die swe of forma.
16
17,
1� r
19 r,
30 if0 Rob C. Olson, PLS 3490
1Psomp snd Associvzs
, v
. O
24
26
27
I
S 29 i
29
. r
tit shaft 2 ®f 2
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99,0690589
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("'ITY OF DOWNEY - NASA
EXHIBIT MAP
PAP44EL 2
eoUK" ff tlo&
EXHIBIT "B"
UTURE UNLIMITED
CERTIFICATE OF INSURANCE
OR SELF INSURANCE
below, it is the intent of the City of Downey to mail 30 days' prior nofice thereof
to:
JSC Realty Officer
NASA Johnson Space Center
2101 NASA Road 1, Mail Code JA16
Houston, Texas 77058
Th ' e City of Downey certifies that the following self - insurance programs or
insurance policies are in force:
Tins CFATIFICATF, IS NOT VALID UNLM SIGNIED BY AN AUTHORIZED REPRIESENTATIVE OF THE CITY OFF
it
PATE
+INANCE DIRRIUMCrOWRIZ MANAGER
CATY OF oov*sy
'Qor intonnticia regarding dw a1mve self-iftsumace coverage pleasc contact the Finance DcPart-but at (310) 904.7264
I-L-NFILIANCEUM1011COFF)INS CERTIFICATE
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Existing Environmental DocumentsI 1
EXHIBIT C
List of EnvilroutitentAl DoOtMeRt'
1. Proposal for Environmental Insurance - City of Downey, California; IRG
Environmental, LLC; undated but circa July 2002
2. Groundwater Remediation Scope of Work - Enhanced Reductive Dechlorinatiop -
NASA Industrial Plant, Downey, California, AGM, undated but circa July 2002
1
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 Landing Specific Plan; BIP 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 11 Portion and Parcel IV of NASA/Boeing Industrial Facility 12214
Lakewood Boulevard Downey, California; SECOR Intemational Incorporated;
Jandary 29, 2002
7. Phase E 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;
0241-7009; Earth Tech; August 3, 2001
10. Report of Phase I Environmental Site Assessment Proposed Bellflower
Replacement Hospital Near Northwest Coiner of Imperial Highway and
Bellflower Boulevard Downey, California (LAW Prbject 70131-1-0097.0002);
LawGibb Group; May 8, 2001
. I
It. Radiation Survey of the Downey Facility (RS -00019); The 'Boeing Corporation;
March 1, 2001
. LAnVS39.21
F
12_ Additional Site Assessment Report Parcel l and Parcel 11 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 of NASA Industrial Plant
Downey, California, NASA; May 2000
15. Preliminary Assessment Report Parcel l 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 Adrt inistr t on 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 Oreo -technical Investigation Proposed Kaiser Bellflower Hospital
Facility Northwest Corner of Imperial Highway and Bellflower Boulevard 12214
Lakewood Boulevard, Downey, California; SECOR International Incorporated;
January 29, 2000
20. Application for Permit to otistr°uct(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 Admini ttation Industrial Plant Parcels 1 and II, Downey,
California; Earth Tech; November 1999
22. Quality Assurance Plan and Field Sampling Plan NASA ndust ial 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
LA/727539.21
2
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- April/May 1999 Building 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 1 and [I NASA Industrial Plant
12214 Lakewood Boulevard, Downey, California 90241-7009; Earth Tech,
February 3, 1999
28.v 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 -C3408; Professional Service Industries; April 3,
1998
30. Soil Investigation Report Parcels 3, 4, 5, and 6 NASA Facility Powney,
California File; Number 0197120.01); SCS Engineers (SCS); February 1998
31. Health and Safety Plan NASA Parcel 1 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
4AM1539z1 3
37.
Groundwater r • Report July 1996 Former Tank 1 15 Site Rockwell
California;IntemafilOnal Corporation Space Systems DivWon Downey,
Gro ,
phase18. e Groundwater r+ r
111 Area Rockwell
International Corporation Space Systems Division Downey, Califonua;
�a,
Groundwater
39. Environmental Site AssessnLent Helipad Area NASA Industdal 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 1.993
41. Tank Removal Report - Building 36, Tank #15: Active Leak Testing; March 2,
1992
42. Tank Removal Report =Building 249, Tank 920: Active Leak Testing; January
28, 1992
43. Tank Closure Report 's Internat,01101
Division 12214 Lakewood er r r
March r 1990
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; Acture Leak Testing. incorporated;
August_ 1988
45. Final Report of ,Site Investigation Performed For Rockwell Intemational.-
Corporation Downey Facility 12214 Lakewood Boulevard; Downey, California
Phase IIt-Sums Active Leak Testing, Inc; May 1988
46. lett rim Report O Site U'vesti ation perfortned for Rockw ll International
Corporation Downey Facility 12214 Lakewood Boulevard, Downey, California
Active Leak Tetirig, Inc; April 1, 1988
47 Interim Report of Site Investigation Performed for Rockwell International
Corporation Downey Facility 12214 Lakewood Boulevard Downey, CA Phase II
Active Leak Testing; January " 1988'
48. A Work Plan for Rockwell Intemational Corporation Downey Facility (UST
Investigations); Active Leak Testing, Inc.; August 1987
W27539.21 _ 4
49. Rockwell International Downey Facility Environmental Resources Document
(SOD 80-0511); Rockwell International; December 1980
SO., Rockwell International Downey Complex, Downey, California Asbestos Survey
Report; Baker Consultants, Inc.; The report is undated, but laboratory results are
ted July 21, 1986
51. Legal Description of Parcels I through 6 (each a separate document); PSOMAS
Professional Land Surveyor; March 1997 through April 1998
52. Groundwater Monitoring Report Fourth Queer 2001 'Parcels I and 11NASA
Industrial Plant 12214 Lakewood Boulevard, Downey, California; Earth Tech;
January .:.. 11, 2002
53. Groundwater <Monitoring Report and HydropunchSampling Report Second
Quarter 2000 Parcels I and II NASA Industrial Plant 12214 Lakewood Boulevard,
Downey, California 90241-7009; Earth Tech; August 29, 2000-
54. Groundwater Well Ganging and Sampling Deport thirst Quarter 2000 Parcels I and
II NASAIndustrial Plant 12214 Lakewood Boulevard Downey, California 9024 1-
7009; Earth Tech; May 3, 2000
55. Groundwater Monitoring and Hydropunch Sampling Report Fourth Quarter 1999
Parcels I and iI NASA Industrial Plant 12214 Lakewood Boulevard Downey,
California; Earth Tech; May 3, 2000
56. Groundwater Well Gauging and Sampling Report Third Quarter 1999 ParcelsI
and II NASA Industrial Plant 12214 Lakewood Boulevard Downey, California
90241=7009; Earth Tech; February 28, 2000
57. Groundwater WeU Gauging and Sampling Report Second Quarter 1999 Parcels`I
and It NASA Industrial Plant 12214 Lakewood Boulevard Downey, California
90241-7009; Earth Tech; July 31, 1999
58. Groundwater Well Gauging and Sampling Report First Quarter 1999 Parcels I and
II 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 iI NASA Industrial Plant 12214 Lakewood Boulevard Downey,
California 90241-009; Earth Tech; June 24, 1999
60. Groundwater Monitoring Report Parcels I and 1l NASA Industrial Plant 12214
Lakewood Boulevard Downey, California 90241-7009; Earth Tech June 20, 1999
LAf727539.21 S
61. Phase II ESA Report, Former Parcel I1 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. I Clayton Group Services (CGS), 2000. Review of Environmental Baseline
Reports, NASA Downey Industrial Facility, Downey, California. April 13.
64. Clayton Group Services (CGS), 2001. Technical Memorandum, Results of the
Surface Flux CharnberTesting at the NASA Site located in Downey, California.
September.
65. Environmental Resolutions (E), Inc., 2000. Work plan addendurn listing
production wells within a one -mile radius of 114.45 Dolan Avenue, Downey,
California. March 14.
66. 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 11, 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.
PhaseI ESA,Spartan L d Paint Corporation,9255 East Imperial
Downey,/SECOR, March 1, 2002.
0Phase I ESA, FormerBuilding 05 of Rockwell Boeing
Bellflower Boulevard, Downey, California; SECOR; September 13, 200 L
71, Expedited Phase 11 ESA, Former Boeing Building 305,12254 Bellflower
Boulevard, 1 1 i i November I'
December72.Department of Toxic Substances Control, Memorandum Regarding- Risk
assessment of Construction/Operatibn of Hospital Compjex Report, Proposed
.Downey Facility, California, 1 2002.
73. Department of Toxic Substances Control, Memorandum Regairding- Phase 2
Environmental Site Assessment Final Report, Former Parcel [I Portion and Parcel
LAn77579.2I 6
IV of NASA/Boeing Industrial Facility, 12214 Lakewood, Boulevard, Downey,
California, January 9, 2003.
74. Department of Toxic Substances Control, Memorandum Regarding:
Geologir,/Hy4rogeologic Review of Prioliminary Endangerment Assessment
Equivalent for a portion of the former Parcel 11 and Parcel IV of the -
NASA[Boeing Industrial Fac ' ility (Phase I and Phase It Reports) 12214 Lakewood
Boulevard, Downey, California, January 13, 2003.
75¢ Workplan for Additional Phase 11 Environmental Site Assessment, Parcel 11
'Portion and Parcel IV of the Former NASA/Boeing Industrial Facility, 12212
Lakewood, Boulevard, Downey, California, SECOR International, April 18,
2003.
76. Grouridwater 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 I, NASA Industrial Platit, Foster
Wheeler Environmental Corp., January 2000.
78. 'Environmental Baseline Survey of.Parcel 111, 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 30,2002.
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 1, Professional Service Industries, February
23, 1998 [Excerpted Portions].
85. Subsurface Soil and Groundwater Investigation Requirements —NASA,
California Regional Water Quality Coutrof Board, November 5, 1999.
86. DTSC Correspondence regarding their non-involvement in a non-emergeacy
release, DTSC, March 5, 1998.
LAn21519-21 7
87. Non -Emergency Release Report, Boeing, February 6,1998.
88. Correspondence Characterization of Oil from an UST, NASA Industrial Park,
Downey, California, Global Geochemistry Corporation, February 9, 1998.
-89. DTSC Correspondence, Non -emergency 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.
9L 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 upon the meeting held on 09128/00
at the NIP in Downey & on 09/ 18/00 request for documents & information,
Siosky & Company, Inc., July l0, 2001.
98. Existing Data Gaps, Former NASA Industrial Site, Downey, California, Clayton
Group Services, September 10, 20.0 1.
99. Work Plan for Subsurface Investigation, Building 25 and Midpoint Wells, NASA
Industiial 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.
jai. Permit to Construct Soil Vapor Extraction and Treatment System, NASA
Industrial Plant, Building 244., South Coast Air Quality Management District,
May 19, 2000.
LAn7753921 8
102. Map/Drawing, General Arrangement Water Couditioning° and Wastewater
Treatment Facilities, Pockwell International, Downey, CA, August 1993.
103. Map/Drawing, Plot Plan & Tank Schedule, Rockwell International, May 1995.
104. Map/Drawing, Building & Property Ownership, Consolidated Vultee Aircraft
Corporation, November t, 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
1998a.
106. Correspondence to the RWQCB Concerning Fortner Sumpg, 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.
IM Correspondence from Regional Water Quality Control Board Regarding Soil and
I Groundwater Remediation, NASA Industrial Plant, April 11, 2002.
-109. Tank and Sump Summary Table, Provided by Earth Tech (electronic file), March
26, 2002.
it. 1 0. Correspondence from Regional Water Quality Control Board Regarding Time
Schedule for Additional Investigation and Remediation, NASA Industrial Plant,
September 26, 2001.
111. Correspondence from Regional Water Quality Control Board Regarding
Determination 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 20, 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.
LAn27539.21 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 Vuttee Runway,
Leonard Slosky, Slosky & Company, October 17, 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.
000-
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. 3,000-gation 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, t2214 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 6 ' f Geology and Seismology, Kaiser Bell.flower Medical
Center, 12214 Lakewood Boulevard, Downey, California; OSH11D Permit
Number HL -020740-19; SECOR International Incorporated; April 15, 2003.
126. Letter Transmitting Comments Regarding "Workplan for Additional Phase It
Environmental Site 127.Assessment (Workplan), Parcels 11 & IV of the
NASAABoeing Facility, Downey, Ca(ifbmia," 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
LAn27539.21 to
Portion and Parcel IV of the NASA Industrial Plant; SECOR International, Itc.
March 16, 2003,
128: Soil Vapor Extraction System Operationat Report, First Quarter 2002, Building
244: --NASA Industrial Plant, 1:2,214 Lakewood Boulevard, Downey, Californ1a,
Earth Tech, May 13, 2002.
129. Downey Landing Specific Plan, Final Program Envirorunentat Impact Report,
State Clearinghouse Number 2001031096, EIP Associates, February 2002.
130. In -Situ Reactive Zone Interim Measure Source Reduction Remedial Action Plan,
Former NASA Industrial Plant, Downey, California, ARC IS G, 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, P1=MW-8, P1- -9, P1=MW-10,and P1- -11;
Earth Tech, May 2003.
133. Correspondence from NASA to RWQCB Requesting Extension of Deadlines in
April 11, 2002 RWQCB Letter, April 30, 2002.
134. Correspondence from RWQCB Regarding VSAT 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 IRGtransmitting comments o
Draft Risk ManagementPlan—Future Hospital and Medical Office Buildings
Project a; June 23, 2003.
138. Email Correspondence from Downey Landing to ISG transmitting comments on
Draft R"s t gement Plati—Downey Landing Detail Redevelopment Project
Area, June 0, 2003.
139. Correspondence from Ervin, Cohen & Jessup to IRG transmitting comments on
Draft Risk Management Plan—Downey Landing Retail Redevelopment Project
Area; June 24, 2003,
LAM7539.21 l' l
140, Correspondence from IRG to Secor 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 &lipse Development Group (DowneY Landing)
responding to comments on Draft Risk Management Plan—Draft Risk
Management Plan—Downey Landing Retail Redevelopment Project Area; July
18, 2003.
142. Risk Management/Soil Mariagerrient Plan—Downey Landing Retail
Redevelopment Project Area, Former -NASA Industrial Plant, Downey,
California; ARCADIS- G&M, Inc., July 17, 2003.
143. Risk Management/Soil Management Plan=Future Hospital and Medical Office
Buildings Project Area, Farmer NASA Industrial Plant, Downey, California:,'
ARCADIS G&M, Inc., July 17, 2003.
144. SECOWs Responses to DTSC Comments Regarding WPIHASPISAP/QAPP
Document Dated April 18, 2003. Correspondence dated June 13, 2003.
W72753921
M
EXHIBIT
Studio PropertySection
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Certificate of
Compliance
Ii,...Section
City of Downey
I I I I I Brookshire Avenue
P.O. Box 7016
R• 9 Y- , a= - Z WJLr
(Space above reserved for Recooder's use)
The division of land that set off the following described property, situated in tfFe-UqdtT�n"7
County of Los Angeles, State of California, more particularly described in Exhibitattached,
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
noncompliance with the California Subdivision Map Act and local ordinances enacted purs �al
thereto. The parcel described herein may be sold, teased, or financed without further compliawn
with the California Subdivision Map Act or any local ordinance enacted pursuant thereto.
-W-TT --- - MM"IWW-
above described parcel, for a variance, conditional use permit, building permit, site plan review,
tj--fto Ock-
City of Downey Municipal Code, Such approvals to develop the above described parc6l must be
separately applied for and the City reserves all rights to grant, condition or withhold such
approvals as authorized by Califortiia state law and the Downey Municipal Code.
Name and Address of Owner
Property Address
Ron Yosbiki, Planning Director
By__
Date -
114823
EXHIBIT "A"
Description of Property
EXHIBIT "A"
LfaAL DESCRIPTION
THOSE PORTIONS OF LOTS 21 3 AND THE SOUTHWEST QUARTER OF FRACTIONAL
SECTION '1, TOWNSHIP 3 SOUTH,O 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 •UNTY RECORDER OF SAID COUNTY DESCRIBED
AS • i
E TABLE _
C !T OsE309
LINE
BEARING
A"MOVIE STUDIO"
DISTNCE
OC
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L1
S 80'56'18" W
64.23°
L2
L3
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5 86'1104" W
81.71'
17'3.33"
AP
S T ® 5 4 W
L4
S 69'23'25" W
119.27`
4 1'
L5
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110.86`
Le'
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14.00°�
N JG
L7
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63.90'
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155.16° 1 "-400°
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NEVADANEVADA--1
LEGAL DESCRIPTION
(CONTINUED)
A DISTANCE OF 84.73 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 18048°42", A DISTANCE OF 197.00
FEET; THENCE NORTH 90000'00" WEST 145.89 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINING AN AREA OF 435,871 SQUARE FEET, MORE OR LESS.
ALL AS SHOWN ON EXHIBIT "B" ATTACHED HERETO AND MADE A PART HEREOF.
WILLI1�1�1 E. DIDS L.S. 6i54
NO, 6184
UW TAKE
EXHIBIT "
-LINE BEARING DISTANCE "BUILDING 6"
L11 S 80"5611 @ 64.23' LOT 2R.
L2 S 89"50'58'° 51.71'
L3 S 86`11'04 W 173.53-Y5 40W
L4 S 69'23"25" W 119.27 6 1 �
L5 S 80'5618' W 110.86'
L6 N 07°01`00W 14.00`
L7 S e2'58'59" W 63.90
L8 N 90"00'00" W 155.18'
LOT1NE
2'
L9 N 58°25`34" W 61.55' N
L10_ N 61'25'22' E 245.31' E;
L11 N 90'00`00' E 581.33`
L12 N 9 `OOH W 321.62° 3
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Cut-out Parcel Legal Description (Section 2.1
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 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 1N 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°52'14"
WEST 646.51 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°13'18" WEST 1011.24 FEET; THENCE SOUTH
89°48°11° WEST 448.75 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING
SOUTH 89°48'11. WEST 745.47 FEET TO 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 31041'38' WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF 60.23 FEET;
THENCE SOUTH 58025'34" EAST 41.55 FEET; THENCE NORTH 90000'00" EAST 155.16 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
ANGLE OF 07601'01", A DISTANCE OF 12.25 FEET; THENCE NORTH 82°58'59" EAST 63.90
FEET; THENCE SOUTH 07001'00" EAST 14.00 FEET; THENCE NORTH 60"58'18" EAST
110.86 FEET; THENCE NORTH 69023'25 EAST 119.27 FEET; THENCE NORTH 86011'04"
EAST 173.55 FEET; THENCE NORTH 89150'58" EAST 51,71 FEET; THENCE NORTH
80°56'18" EAST 64-23 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINING AN AREA OF 34,130 SQUARE FEET, MORE OR LESS.
ALL AS SHOWN ON EXHIBIT "B" ATTACHED HERETO AND MADE APART HEREOF.
EXHIBIT "B"
"BUILDING 1" bEf JOll.
SIEVART D AD
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EXHIBIT "K7
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. Assigriment of Sate 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. Prornis"Y Note dated Apr4 2 1, t999 in the principal amount of $20,145',000.00 executed by the
City dfDbI Aof the United States, as tender
6. Pledge, Escrow AM Trust Agoeme4 dated April 21) 1999 between the City of Downey, the
Urliw States� and tc� U.S. Bank Tru$tNkiorw Association;
Agreement Concerning Payment of Sate Proceeds dated April 21, 1999 between the City of
Downey and the United States
8.. Proposed 2003 NASA Quitclaim Deed for Parcels I and 2 of the NASA Site
9, Transfer Agreement dated N, 2003 by and between the City and the United States of
America through GSA
10. Covenant Deferral Request dated December 20, 2001 (the "C R")
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 ('IRAD")
13. Remediation Agreement between IRAD and ARCADIS identified in Section 2.1.4.3 of the
Assumption Agreement
q
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 Docurne
� 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 ofthe NASA Industrial Plant (the
11MOVI)
17. Revocable License Agreement between NASA and the City of Downey dated November 26,2001
(the "License Agreement")
Form of Memorandumof i l 1
RECORDING REQUESTED AND
WHEN RECORDED MAIL TO:
Oliver, Vose, Sandifer, Murphy & Lee
281 South Figueroa Street
Second Floor
Los Angeles, CA 90012
Attn: Charles S. Vose, Esq.
Xem 1_-G_9V'tC0
d i3
(Space above for Recorder's Use)
This Memorandum of Ground Lease ("Memorandum") is made as of
2003, between the City of Downey, C'City"), a municipal corporation
of the State of California, and industrial Realty Group, LLC ("Developee'), a Nevada limited
t. PURPOSE OF TRIS MEMORANDUM.
11�is 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 purposeof record and in no way modifi
any of the express and particular provisions of the Lease referred to hereinabove. I
[Signatures on following pages]
CITY;
CITY OF DO EY, a municipal corporation of
the State of California
By:
Mayor
ATTEST:
City Clerk
APPROVEDAS TO LEG:AL .
OLIVER, VOSE, SANDIFER, MURPHY & LEE
City Attorney
DEVELOPER:
INDUSTRIAL REALTY GROUP, LLC
a Nevada limited liability co[ftpany
By:
Title:
APPROVED AS TO LEGAL FORM:
FAINSBERT, MASE & SNYDER
Developer's Counsel
M
EXHWIT A
Description of Real Property
EADSON k A330CIATE3. INC.
ey q & Mapping Suryin Ma
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_ STEWART AND GRAY ROAD
5220 0 STREET
CHINO* CA. 91710
909 364-1681
909;'364-1781 FAX`
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Ei '1 Personal Property ii
Excluded Personal Progerty
All property which currently occupies Building 14 on the NASA site AND that which
of the rooms which directly connect to that space and which are locked as part of the
shuttle mock-up storage area.
The gro ert is in the form of I'llifill:IL; fth It
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,).
o
� i
Form Occupant Retease (Section 9.6.1)
THIS RELEASE ("Release") is made as of this _ day of 1
26_ 1 11 1 ("New Occupant") in favor of the City of
Downey, a political's ubd ivision of the State of California ("City").
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 "'I"
attached hereto (the "Promises").
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 (160) 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 & Environm6ntal Restrictions recorded as
Document No. 03-_. in the Official Records, County of Los
Angeles, California ("CC&Rs").
b. 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:
1. Release. New Occupant hereby irrevocably and unconditionally waives,
re_leases and forever discharges the City., its City Council members, and
its and their employees, affiliated entities, successors -in -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
LAM9462.1
and administrative proceedings an ro , a ia i i y n o liga ions r
damages, losses, costs, liabties, fees and expenses, including, without
limitation, attorneys'fees and •u.urt 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 Premises or the NASA Site (or any of the improvements
contained thereon) as of the "Effective Date," as such term is defined in
the CC&Rs. 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 OFEXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
As such relates to this Section 1, New Occupant hereby waives and
relinquishes all rights and benefits which it may have under Section 1542
of the California Civil Code.
2, g��btaffdh. 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. I
3. Each person executing this Release on behalf o New
Occupant hereby represents and warrants to and for the benefit of the City
that each signatory to this Release is duly authorized to execute and
deliver this Release to the City on behalf of New Occupant.
LAMOSC2.1
IN WITNESS WHEREOF, Neje Occupant has caused this Release to be
executed by its duly authorized officer as of the date first written above..
a
By
Name:
Its:
By:
Name:
Its;
LAA098"I
4
Exhibit "I"
The Premises
LA1909862.1
Exhibit "2"
The NASA Site
]CAMBIT'40"
RequestsOther Infrastructure
Lakewood Boulevard
1. Reclaimed water line from south of Rose Street to north property line
2. Will connect all landscape irrigation to reclaim water line
Steve Hom Wav
3 Pay pro rata share to construct Steve Horn Way
Other
4. Provide a utility easement along the northerly property line that meets the
City's requirements for maintenance of any required utilities
3. Drainage improvements shall comply with all applicable regulations, either
City, state and federal.
Itestrictionsof r
RESOLUTION NO. 17-7739
PAGE 4
�:TT--moi i
FIRST AMENDMENT • AGREEMENTS
IN
REAL PROPERTY PURCHASE AND SALE V
AMENDMENT TO AGREEMENTS IN REAL PROPERTY PURCHASE AND SALE
AGREEMENT
This Amendment to Agreements in Real Property Purchase and Sale Agreement
(this "Amendment") is made as of this 151h day of March, 2012, by and between THE CITY OF
DOWNEY, a municipal corporation of the Sate of California ("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 "Developer").
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 "X' 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.
Co 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 terrns mi 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".
MIXI"t'i Una URIN 0
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 "Eft&tive Date").
2. Original Purchase _AgELement Section I I, 10. Section 11.10 of the Original
Purchase Agreement is amended to read in full as follows:
1111.10AW& Upon the sale of the Studio Lot, and each
portion thereof, as defined in Recital E herein, by Developer andlor its successor(s) in interest
6207414114770v5 vs. 411477Ov4 I
A.e. z..{/ 8..... A - L. _
b. ra... di'•dd Fi4
LJ !3!%{G �BMOM!, LL{y r$/{(.{u 4/C L'/7r{{`eit {B/
profit participation interest ("City's Profit Participation') an amount equal to five percent (5%)
of all "Net Sale Proceeds" over abase 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 andlor at more than one time, then
purposes of calculating the City's Profit Participation, the first sale of each portion of t
Property r be I r in the calculationof r' Proceeds, r the totalr
Proceeds rll continue to .le until all portions of the Studio Property have been t
subjectof r sale at + once.Developer r Ir, the City ProfitParticipation
Amendmentconcurrent wit each sale of any portion of the Studio Property that yields total Net S41
Proceeds in excess of the Base Price.
C This be -• in any numberof
counterparts,of be deemed an original, but of • L
constitute one • the same instrument.
Amendment5. Ogye jj�g� This •e under and shall be construed
pursuant to the laws of of •
62074\411477®v5 vs.411477®v4 2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the date
and year first above written.
CITY OF DOWNEY,
a Muni 1pal corporation of the State of California
By: ui?� - --- - i
'Name:
Its, kt
PCCP IRG DOWNEY, LLC,
By: PCCP LB IRG Downey, LLC,
its M paging Member
Name: Linesay
Title: sigh*4
IRG DOWNEY, LLC,
By: S1. Pr pe ies, Inc
By: –=. —
Name' 5'-rc-,,A 4-1014—' 6
Title: /'/I u
62074\4114770v5 vs. 411477Ov4
This REAL PROPERTY PURCHASE AND SALE AGREEMENT ("Agreement") is
made and entered into as of November 3 0, 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."
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 lo ' cated 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 C'GSA") and NASA, approximately 66 acres of the
NASA Site, comprised of Parcels 33, 4, 5 and 6 ("Pareels 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'), Parcels3,4,5and
6 are also subject tovarious agreements between 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 I 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 I and 2 shall be
subject to certain reservations, covenants and restrictions relating to the future use, remediation
and development of Parcels I and 2, some of which w,11 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");
1
SNAMIICHTER\DowneylPurchase AgraemenMowneyPSA 09.12--04-01doc
Environmental Liability
International Risk Assumption Downey, LLC
company (the "Assumption Agreement");
Assumption Agreement between the City and
CIRAb'nan -enviroranental risk mZjae—j=
(iv) Escrow Agent Agreement between the City, IRAD and an escrow agent to
be determined (the "Escrow Agreement");
Environmental Services Agreement between NASA and the City (the
C'ESA");
(vi) Covenant Deferral Request dated December 20, 2001�(the'TDW),
(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 1 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 (de -Fined,
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 Re�-vjuest for the transfer of title to Parcels 1 and 2 of the NASA Site to C in
accordance with 42 U.S.C. Section 9620(h)(3)(C). In addition, the NASA 2003 Transaction
Documents have now been firialized which will effectuate the remediation of Parcels 1 and 2 and
other areas of the NASA Site and City's purchase of Parcels I and 2 from the United States,
through the GSA.
D. NASA has described the environmental condition of Parcels I and 2 in the NAS
2002 Transaction Documents and the environmental reports and analyses referenced therei
City has made available to Developer those certain environmental reports and other docume
described in Exhibit IICII attached hereto (the "Existing Environmental Documents") whic
further describe the environmental condition of the NASA'site. Trichlorethylene ("TCE"
Perchloroethylene C'PCE"), and other volatile organic compounds have been detected in soi
on, and in groundwater beneath, Parcels 1 and 2. Groundwater monitoring wells have be
installed on Parcels 1 and 2 and sampled quarterly. Since June 2000, NASA (and its agent
&,icinaduagitia. 'n t'gation and remediation of such soil and groundwater conditio
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 59-
2
SAJAMICHTERMawneyIPurchase AgreementTowneyPSA 09.12-04-01doc
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 I'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 'IF" 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 "EIW');
(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");
(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
(y) 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).
3
SAJAMUCHTEMDowney\Purchase AgreemenMowneyPSA v1 9.12-04-03. doc
addition to the transfer of the Studio Property as contem'plated 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.
ARTICLE 1. - — I
ENT AND D
1.1 R_ecitals. The foregoing recitals are hereby incorporated into and made a part
of this Agreement by this reference.
1.2 The purpose of this Agreement is to effectuate the
Wre � g for the purchase and sale
4OTZi*J,f11Za&f,i yrs"T J I y_&A.V
of certain real property situated within the NASA Site. That portion of the NASA Site to r-
•- - •r-•
edeveloped pursuant to this Agreement is defined in Section 1.3.1.
1.3 P—efinitions.
A
1.3.1 Studio Pro The "Studio Property" shall mean all that certain
MR99Z Exhibit "D." The
real property sd forth •on •the StUdi� •Property Site Map attache hereto as
SW16 Propbe 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.
1.3.3 fill. "City " shall mean the City of Downey and its Cita
Representatives, together with any assignee or successor to City's rights, powers anl
responsibilities under this Agreement.
1.3.4 0overriniental Restrictions. "Governmental Restrictions" shall mean
and include any and a , It laws, statutes, ordinances, codes, rules, regulations, writs,
injunctions, orders, decrees, rulings, conditions of approval, or authorization, now in force or
which may hereafter be in force, of any governmental entity, City or political subdivision.
S:\JADA\LICHTERkDo,Nney\Purchase Agreement\DowneyPSA Y19.12-04-03.doc
1.3.5 Losses and Liabilities. "Losses and Liabilities" shall mean and
include all claims, demands, causes of action, liabilities, losses, darnages, 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 Affili�k. "Affiliate" shall mean any person directly or indirectly,
through one or more intermediaries. controllin . controlled bpi 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,
"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 Pdrinitt6d Uses. The phrase "Permitted Uses" shall have the
meaning as set forth in Section 11.1 of this Agreement.
ARTICLE 2.
2.1 Pare
agrees to sell toDevelop
and Developer agrees to purchase from City the Acquisition Parcel, all on the term
covenants and conditions set forth in this Agreement. For purposes hereof, the te
"Acquisition Parcel" shall mean and include the Land, Improvements, Personal Prope
and Intangible Property, as follows -
2.1.1 Land. The Land as legally described on Exhibit" 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,
M
S:VAM\L1CHTER\Downey\Purchase AgreementWowneyPSA v19.12-04-03.doc
hereditaments, privileges, licenses, appurtenances, reversions, remainders in any way
belonging, remaining or appertaining thereto;
2.1.2 joqt���The buildings and all other structures and
improvements (collectively, the "Improvements") now situated on the Land including, but
not ! to, fixtures . • equipment, •conditioning, plumbing,
mechanical, electrical, drainage, security, life safety and fire alarin systems, and their
component parts;
2.1.3 Personal Pi6b6tb� All of furnishings,
equipment,appliances,•• and other personal property of . and
(collectivelycharacter "Person Property") owned b . currently attached
located on or used in connection, • management, .r and
•r • of -Im.rovements on • excludin those items -t forth on 1 r
- - ' - ' - r- a. r • a
WXj 91 all •J r. - r - • 0-
M
SMAMUCHTERMowney\Purchase AgreementOowneyPSA v14a2-04-03.doc
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.
WON
3.1 fifld�Miby 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 D=lLskp44Vi-giwxjt deed. ub- e i- to the following
("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"), together with the right to drill into, throu ,
and to use a -ad 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 A 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") 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 SdrVOV and 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
-7-
title exception docurnents shown thereon covering the Acquisition Parcel (collec vely, the
"Title Documents"). Developer's approval of the Title Con-unitment 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 (3 0) 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.
.UAVP_R&1XM*WAM_VAFAEW PEI? T -
4.1 Phas previously made available to Developer for
its review and approval, the NASA Documents described on Exhibit "KII, 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 impl�ed
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
vicrr rsuam '-ff 4 'UmMIMM jK@&=cjeAo to Deve
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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SAJAMNLICHTEMDowneyTurchase Agreement\DowneyPSA v19.12-04-03.doc
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.
E P
m
5.1 Conditions Precedent to Develooer's Obliggagtligopa,�toClose 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 Re resentations. 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 CornDliance. 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 #6 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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SNAMLICHTERUDowney\Purchasc Agrccrnent\DovvneyPSA v19.12-04-03.doc
Memorandum of Ground Lease substantially in the form attached hereto as Exhibit"U.
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 Deliver of DoeugLe_nts. 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;
5.1.9 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 Lnfrastructure, "Payment Method. Developer and City shall have agre ' ed
upon the Inflastructure 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 Ci 's Qbligation _toClose. The obligation of City to
sell the Acquisition Parcel shall be subject to fall satisfaction of the following conditions
precedent:
5.2.1 Deliveryof 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 Ac �uisitiognoff�itle to the Pro �ert . City shall acquire fee title
to the portions of Parcels 1 and 2 that constitute the Acquisition Parcel, subject only to the
Permitted Exceptions;
5.23 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 Re' resent,-ttiGnsWarr ,-,mties 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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SAJAMLICHTERMawneyTurchase AgreementWoNvneyPSA Y 19.12-04-03.doc
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 1pftastruct ____y_Wthod. 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
oi% tion - but not th_eDla4ationl. -to .* . of their
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 Agre-u-
• ':
meof City's conditions or requirements to the Close of Escrow as provided and with
respect to Developer, Stuart Lichter and Eric Kaplan.
6.1 Cipsig. The sale and purchase of the Acquisition Parcel provided herein
shall be consummated at a closing C'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 occur -red 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 Closine Cd§t� andPf6k6fions. 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
S:\JAM\L1CHTER1DownQy\Purchase AgreemcnNDowneyPSA Y 19.12-04-03.doc
levied by reason of an event occurring prior to the Closmig. It is the intent o 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
mariner customary for real estate transactions in Los Angeles County. All prorations. 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
•
6.3 Cl6sing" 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.
6A Possmion. City shall deliver possession of the Acquisition Parcel and all
keys
• the Acquisition Parcel to Developer at the Closing.
ARTICLE 7.
REQ RESENTAIJONS. WARRANTIES AND COVENANTS.
7.1•Effective as • the date
If
to Developer, and acknowledges that Developer is relying upon such representations,
warranties
• • in ■ the Acquisition Parcel, as follows:
7.1.1 Qh��� City is a public /•f corporate and ••' exercising
governmental functions and powers and organized and existing under the laws of the State of
• and is fully authorized to execute this Agreement and to fulfill its obligations as
set
• herein.
71.2 kjg��� City represents and wan -ants 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 •r` and listed • Exhibit "K"), City is unaware • any leases
affecting the Acquisition Parcel or any parties in possession other than related to the studio
operations.
S:VAWL1CHTER\Downey\Purchasc AgreemenfflowneyPSA v19.12-04-03,doc
W-JFiU-MT9 W1 flTgc- t 117.7
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 • 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 Rtauirements. Other than as set forth in Sections 11.2.2
and 11.2.3 herein, (i) except • subsequent subdivision • parcel map requirements in
-ctio-g. wit'W a --t aDr)
lication filed bv Developer, City shall not reguire De-velODer to instaMm
SAJAMUCHTEMDowneyTurchase Agreemen ftDowneyPSA Y 19.12-04-03. doe
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 V nm and of R1cdtdkbMhJI& Warranties Ae
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 aperiod of one year fromthe Closing.
7.2 &presentations. Witrrgnfiqjg�ovenant by DOveldber. 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:
72.1 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 tlaan the normal cost of conducting business and cost of professional services such as
architects, engineers and attorneys.
Developer is a limited liability company duty 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
•lumyvilirt-ruired iNower and authoritg to own and oilerate its troperties, to cany_
on its business as now and whenever conducted, and to enter into and perform its obligations
under this Agreement.
7.2.3 � aWU Opetild—Om 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 Cons Jrovals and Authorization . 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 =propriate time hereunder.
7.2.5 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 (�) bankruptcy,
SAJAWLICHTER0owneyTurchase Agreement\DowneyPSA v19.12-04-03.doc
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 d Com liance. 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 Prgiect 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 �e resentation 'Marra ties alld
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.
S:\JAA4\.LICHTERMowney\PurchaseAgreement\DowncyPSAY19.12-04-03-doc '
ARTICLE 8.
g.1 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:
Terminate thisAgreement, in which evei
partyneither - obligation or .r to the • - or
81.2 Accent
Accept- 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 Qhd���. 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 - c to, any land donation or public •... - requirements or encumbrances • - Studio
Property a • owner contributionsi, promptly a 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'snotice, and in such event the
Deposit • be returned to Developer and neither party shall have any further rights or
obligations hereunder.Developer does not• elect to terminate this Agreement,
includesatisfactoZ,,LIQ both -tarties, and turn over, and Developer shall be
entitled to receive and keep, all awards for the taking by eminent domain. A Taking shall not
required dedications of street, utility .1f open space- be f f
in
connection with 1 • or development of 1 s Property.
ARTICLE 9.
• Developer .. that purchasing
the Acquisition Parcel in . Is/Where Is" condition withoutof any • express
limited,or including, a • • r - r above
•aconditionor the existence or absence of f•us Substances on
the Acquisition- of • r of • 1 - . •
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 s • •n entirely suitable foror -CONNECTION
ABOVE, DEVELOPER HEREBY ACKNOWLEDGES AND REPRESENTS TO CITY
DEVELOPERHAS HAD AMPLE OPPORTUNITY TO INSPECT AND
®16®
S:UAM\LICHTER\Downey\Purchase Agreement\DowneyPSA v19.12-04-03 doe
EVALUATE THE ACQUISITION PARCEL AND THE ACQUISITION PARCEL
DOCUMENTS AND THE FEASIBILITY OF THE USES AND ACTIVITIES
DEVELOPER • TO CONDUCT ON E ACQUISITION PARCEL;
DEVELOPERDEVELOPMENT;
DEVELOPER MAY RELY ENTIRELY ON DEVELOPER'S EXPERIENCE, EXPERTISE
AND ITS OWN INSPECTION OF THE ACQUISITION PARCEL IN ITS CURRENT
STATE IN PROCEEDING EXPRESSLY
PROVIDED AGREEMENT, ,.... • r , i ACCEPT THE ACQUISITION
PARCEL i ITS PRESENT • If • It THAT,TO THE EXTENT THAT
DEVELOPER'S OWN EXPERTISERESPECT ANY
OF • •..
INSUFFICIENT TO ENABLE DEVELOPER •, REACH • " i,
CONCLUSION, DEVELOPER + ENGAGED. OF PERSONS
DEVELOPMATTERS-
DEVELOPER IS NOTON ANY EXPRESS OR • ORAL OR
WRITTEN REPRESENTATIONS OR WARRANTIES MADE BY CITY OR ANY CITY
REPRESENTATIVES WITH RESPECT TO THE CONDITIONOF • •
PARCEL SITE IN ENTERING INTO TEES 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/Envirorimental Laws. As used in this Agreement the
term "HazardousMaterials" 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 ("CECLA"), 42 U.S.C.
Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 (" C " ),
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 Ex,]Aing
.Envir. .. . -
• .Site, of which Acquisition Parcel part,owned
d
operated by NASA. Developer acknowledges that it has been informed that as part of
_17
S:VAMILICHTERTOWnCy\Purchase Agreement\DowneyPSAvl9.L2-04-03.doc
NASA's use and operation of such property, that releases of Hazardous Materia s occurre
in, on, under or about the NASA Site, including the Acquisition Parcel (the "Pri
Contamination") as more fully set forth in the Existing Environmental Documents listed o
Exhibit "C" attached hereto. In connection therewith, Developer acknowledges receipt o'
and represents and warrants to City that prior to the Close of Escrow it will have reviewed i
detail, each and all of the Existing Environmental Documents and each of the NAS
Documents. It is expressly understood and agreed that the amount of the Purchase Pri 'I
reflects the existence of the Prior Contamination, and the Acquisition Parcel is being sold b
City to Developer subject to the Prior Contamination -
9.4.1 Subordination. Developer hereby agrees that (i) each and all of its
(and any successor to or replacement for IRAD, 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
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 perimit any action or ornission 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 lesse of all or gLnygortion of the Ac uisition Parcel, under of the
Supenor 1127=9771 -Mr -T il-7,7 um- -M V, 111
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).
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,
-a� ementatio 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 IRAD (or any successor or replacement
thereof) or any of their respective agents, contractors, subcontractors, employees or
representatives (collectively, the "IRAD Parties") be considered, characterized, deemed or
-l8-
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 IRAD 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. elease. 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 Hazard6us
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.
11i ft 51TUR
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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SMAMUCT-ITERMowneyTurchase AgreementDowncyPSA A9,12-04-01doc
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 Occuvant Release.
9.61 • 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 foTin
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,
•- •r' Mii-iscretion- m,.ao elect to indemnifjj and hold City harmless from any Losse's
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 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.
0
("RAPs") for such soil and groundwater remediation are required to be submitted and
approved by the Regional Board; and (iv) IRAD will be performing remediation activities
pursuant to the Assumption Agreement and the ESA. Developer agrees that (a) in the
!-&-adi 14on, develowent. and oNeration of the Acquisition Parcel, Developer shalL
cooperare -Irr-cl k-177=7117YMI-F, 4
Regional Board in connection with environmental remediation or any IRAD 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 b-
• 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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S.-VAMLICHTEMDowneyTurchase Agreement\DowneyPSA Y19.12-04-03.doc
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.
KROXICSIM "I
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
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
am-OhKoWiWomession l'tio-111 of
Alto
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.
,s-RECTuTj
11.1 R_ 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 facilit es; office, product on and support personne or
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 further covenants and agrees for itself
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SAJAMUCHTEKDowneyWumbase AgreementMowneyPSA v19.12-04-03.doc
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
maL- '0 r1 t
the Acquisition Parcel as proposed by Developer and as identified in the Specific Plan is
"Commercial/Industrial".
I1 !M
11.2.1 pgdy�eloer�'SCosts �and �E�. 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 Investment") of Deve opment osts, 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 indirec
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, pen -nit 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 reque'st
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 confiar in good faith promptly thereafter to resolve the dispute.
11.2.2 j�qa bowney fi&aitructure. Developer's obligations hereunder
shall also include the reimbursement to the City for its a -rata share, along with Kaiser
Pernianente 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 1-fighway 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
S:UA3of\LICHTER\DoNvney\Purchase Agreemerit\DowneyPSA v I 9.12-04-01doc
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 Reguired Downe?i Infrastmucture -are greater than
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
gLO! �V 11�w4iklqi"t
to the construction of the Required Downey Infrastructure are actually incurred by City
(each, a "Developer Infrastructure Paymenf). 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.
Dewtopet's obligation to reirnbu= City for the Required Downey
IftkaStructure shall tdimludt6b4i ffic� fiffi (5h) anniversary of the Closing Date at Which dine
any obligations securing of Developer's Infrastructure Contribution shall be released and any
funds held for Developer's Infrastructure Contribution shall be retumed 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 '1011 attached hereto.
11.2.4 DeveloppNp=. 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 Pnrfinn. 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 Deve oper
shall terminate twelve (12) t• after the date of this Agreement.
11.3 RemdVat • Developer shall remove, at Developer's expense, e excess
• located • the Ground Lease Property caused by operations at the studio in • .r• July
through September 2003, and dispose of such dirt in compliance with all applicable federal,
state and local laws. In the event the Acquisition Parcel fails to • for any reason and this
Agreement is terininated, 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 Manaaement Fee, In consideration of Developer's day-to-day
management 0 t e fihn 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
e ations at the Studio P
SNAWLICHTEMDowneyTurchase Agrecment)DowneyPSA Y19.12-04-03.doc
r.
LeaM er t3aivision or LeaTIT
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 e earning Center osts, 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
SAJAMUCHTERUDowneykPurchase AgreemenODowneyPSA v19.12-04-03.doc
W I
MM" -
Ires, e In ase 1164 -RIP
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
in Develoi•er and title to anqjaprovernents 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.
M
S:\JAM\LICI-ITER\Downey\Purchase AgTCemcnt\DowneyPSA v19.12-04-03.doc
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 Diseldmer Regardigg 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 Larne of Studio. To the extent legally available and without the requireme
for paying any third party for the usage thereof, Developer agrees to use the name "Do
Studios" in connection with the operations of the studio facilities at the Studio Property.
change of the foregoing name shall require the prior consent of City, which consent shall Inn
be unreasonably withheld or delayed.
11.9 Sale of Cut -Oat -Parcet. 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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S:UAM\LICHTER\DowneykPuTehsse Agrament\DowncyPSA Y19.12-04-03.doe
than Developer's intentional failure or refusal to close, but before twelve (12) months after
the Closing Date hereunder, the sale price shall 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 refliW 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
P
all applicable goverrimentat restrictions and regulations as well as any terms, conditions and
restrictions required by Developer in its sole discretion.
11.10 fit Partic on -by Qiti� Upon the sale of the Studio Lot, as defined i
Recital E herein, by -Developer, City shall be entitled to receive, as a profit participatio
We S
interest ("City's Profit Participation") an amount equal to five percent (5%) of all' t al
Proceeds" over a base price of $100,000,000-00 (the "Base Price"). The Base Price shall 1
b
increased by ten percent (10%) every five years after the Closing Date. For purposes of thi
Section 11.10, "Net Sale Proceeds" shall be defined as the aggregate sales price for thl-
Studio Lot actually received by Developer, less all brokerage conu-nissions, legal fees, an
title and closing costs related thereto. Notwithstanding the foregoing, any sales or transfe
by Developer to any Affiliate of Stuart Lichter shall be exempt from the application of thi
Section 11.10. 1
11. 11 _piiiina�e Egs_�. Developer agrees to abandon or relinquish an existing
drainage easement over the adjacent parcel currently intended to be developed by Kaiser
7 ts so
IT I
UISUCL14111 U1114 -
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
Y enefit 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
rwj4AqiYxqr_V&r 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 .•• .r e
laws and acceptable to Developer in its sole discretion,
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S:\JAM\L1CHTER\DowneyNPurcfiase Agraement\DowneYPSA v I 9.12-04-03.doc
12,1 �Obflddtion � 16 6m 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, mantal 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 discrimIn ion
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, subteriants, 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, transferrmi g, use, occupancy, tenure, or enjoyment of the land herein leased nor
,dall Vue less Ii Weii 0. r an berson clairm*n
pr=(T of PITELICUS VI
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 ongin, 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 hk•M Nothing contained herein shall be deemed to limit, restrict,
amend or modify, nor to constitute a waiver or release of, any ordinances, notices, orders i
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")
-29-
S:UAM\LICHTER\Downcy\Purchase Agreement\DowneyPSA vl9.12-04-03.doc
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 rrloloyment Dort 'tics. 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.
DEp-uL F AND TF
A Ts, ,DIES
13.1 PSfaults-Generally. The occurrence of any or all of the following (each, an
"E -vent 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 fall 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;
M
SMAMUCHTER\DowneyTurchase Agreement\DowneyPSA v19.12-04-03.doc
is- on
MUM
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 hereo
which shall survive any termination of this Agreement separate and apart from this Section
13.4.
i3. _S�pee
,fie Performance, If City Defaults under any of the provisions of this
Agreement, Developer may commence an action for specific performance of the to of this
Agreement.
ARTICLE 14.
L
shall be bound by or liable for any
or in the documents referred to herein, a -ad to party not �set ibA or
alleged representation, promise, inducement ot stAt�bts in�
referred to in this Agreement.
14.2. lu-gc—e—ss—o-rs—and ---A-s—sighs. 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 -
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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SAJAM\LjcHTER\Downey\Purchase AgreernentMovyneyPSA v 19.12-04-03.doc
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
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.
SAJAMLICHTERTowney\Purchase Agreement0owneyPSA v19.12-04-03.doc
14.9 This Agreement may be executed in hiiffibof
counterparts, each 6fi��h so executed "I be deemed to be an Original, and such
counterparts shall together constitute but one and the same Agreement.
14. 10 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.
duration of such, pertoo smu oc W
which is not a Saturday, Sunday or legal holiday.
•
14.14 Noriliability, 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.
-34-
SMAKLICHTERDowney\Purchase Agreemenf\DowneyPSA vl9.12-04-03.doc
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 ftu-ther acts as may be reasonably necessary to
consummate the transaction contemplated hereby. .
14.16 Coo eratior prior to Closirl . 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.
14.17the vent of any legal action
instituted by governmental entity or
a s which may be granted
official, challenging
by City for the
fully with each other in
defending such action.
14.18 Developer and City agree to cooperate with each
other in accomplishing a tax deferred exchange for either party wider 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 fit - le 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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S-.\JAM\LECHTEEL\Downey\Purchasr Agreement\DowneyPSA y19.12-04-03.doc
IN WITNESS WHEREOF, the Parties have executed this Real Property Purchase and
Sale Agreement as of the date first above written.
Date: December 1 2003
ATTE S
J
a"&
APPROVED AS TO FORK
Oliver, Vose, Sandifer, Murphy & Lee
City Counsel
Date: December 1 12003
of I I
BY:
Ric Trej
WiTTri- M M.
City Clerk
By- Properties, Inc.
A Delaware corporation
Its: a all,
By:
Stuart Licliter, President
SAJAM\L1CHTER\Dawney%Purchase Agreement0owncyPSA Y19-12-04-01doc
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
M
On 9, 2003 before me,
Date a AW'r.6 of OOkO Wg,, "Jane One, Notary PublIT)
ersonall a eared
WITNESS my hand and official seal.
0
� L01(,!),VZ_0j
S10"Tkila of hGooly ptalk,
OP i.
Though the information below is not required by lav, It may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Title or Type of Document: Real Prorty Purchase and Sale�EM�nt
Document Date: Novvmber -30, 2003 Number of Pages-, 39
Signer(s) Other Than Named Above: Stuart L`oh ter
Capacity(ies) Claimed by Signer(s)
Signer's Name: Trejo
0 Individual
[I Corporate Officer
Title(s): —
D Partner — 0 Limited 0 General
0 Attorney -in -Fact
0 Trustee
D Guardian or Conservator
El Other: c l COt-P. Tbp of thumb here
Mayor® City of
DMMY
Signer Is Representing:
City of Downey
Signer's Name:
0 Individual
0 Corporate Officer
Title(s):
El Partner — El Limited 0 General
0 Attorney -in -Fact
0 Trustee
0 Guardian or Conservator
0 Other: — [—Toy —R—iiiiRb howe
Signer Is Representing:
(9
1995 National Notary Association - 8236 Ramirnet Ave., P.O. Box 7184- Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder; Call Toll -Free 1-800-876-8827
STATE OF CALIFORNIA
) s
COUNTY OF LOS ANGELES ) I
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
01101=111 jjj�
Signature
(This area for official
notarial seal)
STATE OF CALIFORNIA
ss.
COUNTY OF LOS CxELES
On
t-::: 2003, before
L me, personally appeared
STUART LIC ER - i_e,(or proved to me on the basis of satisfactory
truman
'T t0 gesso hose are sul�cribe to `lhe within inscot d
acknowledged
evidence) t b e
zed. capacity, and that by
hiiAteif signature on the behalf of which the persooK
acted, e cuted the within instrument.
kA- ALVAREZ
1 hand and official seal. Mmisslon # 1305372
5
Ma
tary Public Califcr"
Lor Angeles County
kMy(- a.Omm Expim,7 Moy2l
Signature
(This area for official
notarial seal)
-37-
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E, XMIT cc .»
NASA She Cit
r
r
License Agreement
REVOCABLE LICENSE
The NATIONALAERONAUTICS AND ADMINISTRATION by • through
the Director, consideration,hereby
• • •
rt• i• • )• • a r • t • a
Mateo
for a video production,other purposes -r to film and video production,
or"r • •(includingr trt t.
added '+ this License Inntuirot to the terms diereoOAcot 1$it • • r
subjectto the following• t' a
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h. SMUCTURE& 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 of this License, to the extent directed b 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 exist. -d on the date of entry under this License with the
exception of reasonable wear and tear, acts of God, or apts of NASA, its agents or contractors), unless
such termination is incident to the transfer of title to the Premises from the United States to the City.
c. LAWS AND CI INA«.NCES. 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 d the
rules, orders, regulations and requirements of Federal govemmental departments and bureaus.
•
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damage, including environmental less 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
C'itv ;nrikidinp failnre. 10 not"OIV uAth the. nblivatin r of Ithiq I Sr.p.me Pre-eyi.4ainor ir-Onditions are covered
by section 1. p. below-, The indemnification provided for in this section 1. j. shall be independent of the
presence or absence of any insurance coverage.
k. INSURANCE. The City, at no expense to NASA, sball carry and maintain the following insurance
during the entire period of this License:
(1) Insurance, providing coverage (in the amount of two million dollars ($2,000,000) per occurrence and
in the aggregate) against claims for property damage, and personal injury, including without limitation,
bodily injury or death, occurring upon, in or about the Premises, including any buildings thereon and
adjoining sidewalks, streets, and passageways, which shall include coverage against liability for bodily
injury and property damage arising out of the acts 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 equipment ("General Liability Insurance'). NASA
acknowledges that the City -shall: (i) be'scif insured for the first one million dollars ($1,000,000) of
General Liability Insurance; and (H) maintain excess municipal liability insurance in the amount ofone
million dollars ($1,000,000) through a pooled system of insurance provided by the Independent Cities
Risk Management Authority ("ICRMA"),,in kll satisfaction of its General L ' iability Insurance obligations
under this License. Subject to the terms of section 1.41.(5), the City shall maintain General Liability
Insurance throughout the term of this License. The City's self insurance 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.
I
(2) If and to the extent required bylaw, the insurance required to be carried and maintained by the City
shall include workers' compensation and employer's liability or similar insurance in form and amounts
required bylaw.
(3) All policies of insurance which this License requires the City to carry and maintain shall be effeoted
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 States, National Aeronautics and Space
Administration, as either a named, insured or as an additional insured, as appropriate for the particular
policy. Each policy shall provide that any losses 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 least thirty (30) calendar days
after receipt by NASA of written notice thereof-, provide that the insurer shall have no right of subrogation
against -the United States; and be reasonably satisfactory to NASA in all other respects. Under no
circumstances will the City be entitled to assign to any third party rights of action that the City may have
against the United States. Nbtwiffistanding the foregoing, any cancellation of insurance coverage based
on nonpayment of the premium shall be effective upon thirty (30) calendar days' written notice to NASA.
The City understands and agrees that cancellation of any insurance coverage required to be carried and
.maintained by the City shall constitute a failure to comply with a material term of this License, and
VASA shall have the right.to terminate this License upon receipt of any 'such cancellation notice provided
that NASA has first 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 orthe City's
receipt of such notice.
(4) The City shall apply and use any proceeds paid under any insurance policy or policies carried and
rhaintaihed by the City pursuant to this. License first to satisfy any claims, damages, and costs assessed
against the United States, or to restore, repair or replace any United States property dairidged or
destroyed, or both, as the case may be.
0
(5) Noi*ithst2ndiog anything to the contrary in. this section I. k.. the City may satisfy its insurance
qMigaiions under section 1. k..(I) and section 1. k. (2) by requiring its licensees, sublicepsees, and invitees
to tarry such insurance coverage and requiring that they narne NASA an additional ins.ored cim policies
evidencing such insurance, in which event t1w City shall be relieved of its obligations under section
L k. (1) and section 1. k- (2) until such licensees, sublicensees, 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
frorn this alternative procedure,
I. NON -ASSIGN ABILRY. The License shall be neither assignable nor transferable by the City. The
City may enter into sublicenses under this License upon prior written approval by NASA for each such
sublicense, Such approval shall not be unreasonably denied.
"OMMUTA I Ki C-1 I ima, 4 MIX L-1
MOM
if such transfer occurs prior to the expiraition of this License.
n. ATTEMPTED VARIATIONS. There shall be no variation or departure from the terms of this
License by the City without prior written consent of NASA.
9, - RENEWAL. Upon the rntitual conscnt of NASA and the City, this License may be renewed prior to
its termination at the end of Ug bne (1) year term for an additional one (1) year period.
rim, yrm�
q. TKANSFER OF THE MEMISES "AS IS". The City agrees that die Premises arc transferred to the
'City under this License "As Is" for the authorized uses contained herein, without any representation,
*wranty,,or guaranty of any kind as to any. matter related to the condition or state of repair of the
Premises, Including but not ficnitdd to any represcntalion, warranty, or guaranty that the Premises are in a
condition or fit to be used for thc�purpqses authorized by this License. The City acknowledges that it has
'ihsptcted, is aware of, and 4cce
pts the condition and state of repair of the Premises, and furtlie'r
acknqwlcdgf,s that NASA has not nidde any representation, warranty, or guaranty concerning the
condition or'state of rcp.ir 1f the TreflkiSeS.
11, SPECIAL CONDITIONS—
a. The only authorized uses of the Premises as of the effective, date of this License 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 are not incompatible with ownership of the Premises by NASA. Such
authorization of additional uses must be, in writing.
b. The City and NASA recognize the importance of the environmental remediation and monitoring
Being undertaken by NASA pursuant to its responsibilities under ehvironmental laws and regulations, and
the necessity of maintaining undisturbed the areas of such environmental rrmediation and monitoring.
The City w . ill 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 the proper operation and maintenanor, of the environmental remediation
and monitoring being undertaken by NASA.
c. The City is authorized to conduct environmental testing upon the Premises 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 shall 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 Ding proposed, the locatiQn and the duration of the proposed
tatting, and the methads to be used in such testing. The work plan must also include an opportun4 to
'take split samples for analysis by NASA's environmental contractor. The City must provide NASA with
a copy of any reports produced as a result of any tests taken on the site. The work plan should be
submitted to the Environmental Office, NASA Johnson Space Center, 2101 NASA Road 1, Mail Code
.IA13-1, Houston, Texas 77058. NASA will use it best 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 reasons for such 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 w ' aste pursuant to the Resource Conservation and
Recovery Act'( CRA), as amended, 42 U.S.C. 6901 gk_M., sliall include a work plan for NASA
approval containing a description, of the 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 Ageny [D numbers of all entities involved in tile ge"etation,
transportation, and -disposal of the hazardous waste. The work plan should be submitted to the
Environmental Offwc,'NASA Johnson Space Center, 2 101 NASA Road 1, Mail Code JAI 3 1, Houston,
Texas 77058. 'NASA will use it best efforts to either approve or deny approval to the plan within twenty
(20) working days of receipt of the working plan by thi Environmental Office, No United States property
containing hazardous waste shall be destroyed, displaced or damaged before the approval of NASA is
obtained. If approval is denied, NASA will give its reasons fo ' r such denial, and will use its best efforts to
-work with the, City to help formulate an acceptable work plan for hazardous waste disposal.
d. The City shall forward any funds received -from the sale of United States property destroy6d,
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: JSC Collection Agent,
NASA Johnson Space Center, 2101 NASA Road 1, Mail Code. LZ, Houston, Texas 77058.
f. The City and NASA acknowledge the existence of numerous structures on the Premises which have
been identified as having historical significance, and that a Memorandum of Agreement (MOA), dated
61
(k.1c7^l I IJU tIM X_ .jjAVl ulU O7 AkV A AJOVVM J s L ww.,,.+. •+ -V—.a •:v�— %1—
historical n tore of these stroctures. The City will like all hccmar
undertaken ursru tit to the above authorized use or uses are COMPOI
a
IN WI SS VAMREOF, NASA and the City have executed this license of the date last set forth below.
FOR NASA:
Date: _ .(%v 24 A001 _
Roy S. Estess
Acting Director
Lyndon B. Johnson Space Center
FOR THE CITY;
Date:
RobertC.'W"mingham
Mayor
City of Downey
w m�
A APPROVED AS TO FO
t
iw
Special Legal Counsel
EXHIBIT "A7
EXHIBIT APSOAAKAS
;
vitt l •
3
® `Those WdOns of I ots 2 orad 3 and the northwest qua to of the southwest q
uartar
5 of Iona! Section 10, Township 3 South, Range 12 West, in the Rancho Sant$
6 OcrUUdes, In the'City of Downey. County of Los Angeles, State of C41romia as
7 per tunp mcordcd in Dook 1, Page 50"«® of lvX.iSccllenweu Records, teeords of said 4
County. describrA its a wh®lc as follows;
9
sm
1Q Be im lin St a
6 point on the northerly lane a�I�t 2 !n said northwest quttrrer of •` ` ' °
11 fractional Section 10, said Lina 0140 Wain the northerly lint of Stewart and Gray:
` 12 Roa480 rect wide, dlscactt thestan South 89 d4p= 52 minutes 14 seconds West
13 Sl feet fMC4 the notE11eaSt comet of said Lac 2; thence ah a line between said
14 point of beBx wing azkd the soutitwesc Gorncr of tho southease quarter of the
15 northeast quarter of the southwcsc quarter 4f said fja oval Secdon 10, Sour 0
1s de 1.3 Minutes 15 seconds West 1722.21 fat, thence South 99•degmcs $1
11 minucas 04 seconds Wcat-118,12 fret, thence South 0 dggre= 08 4nuces 56
is -seconds East 70.39 fett-, thence South 89 degrees 46 wlnutes 04 acconds West
19 1039,00 fect; thence South 0 de08 winutrs 56 scaon& Put 25,70 fact;
20 thence Sothic 89 dcgre=51 minutes 04. fonds West 357-50 feet to the
21 notthw
.' y 11nc of said Dmcdanal Saticrn 10, said lick being parallel with arid.
22 discattt20'00 foct-spucheasierly, me-a.sumd at right ahglas, from the centarlinc of
23 LakewoQd Boulevard, So feet wide, as shown on County Surveyors $ Steens Map
24 No. `L147; c4 fila in the office of the CouneyEngine of stud County; theme :
'r
25 along said northwe4tcdy lluc of fractional $ecdan 10, Notch 31 de 41
26 Ininut= 38 Zdcands Fast 1583,10 feet to In anL
PJe thence along same North
Pfln • rn
27 31 dcgt= 29 minutes 35 s000ads East $58.11 fit to the notsherly lino of solei
.24 ° t o slang, sdd nort&arly line. North 89 degdos 52 minutes 14 seconds
29 4W 597.82 feet to the Lxtimt of begntiurtg. I
tsot due t Sheat 1 of 2
0 6
6
BEING A PORTION OF SECTION 10, TOWNSHIP 4 SOUTH, RANGE 12 WEST, RANCHO
SANTA GERTRUDES- IN THE CITY OF oovvtity� c6UNI* 60 LOS ANGELES, StAte OF
CALIFORNIA PER THE MAP THEREOF RECORDED IN BOOK 32. PAGE 18 OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID LOS
ANGELES COUNTY. DESCRIBED AS FOLLOWS:
COMMENCING AT THE MONUMENT IN THE CENTERLINE INTERSECTIO� OF LAKEW00o
13OULEVARD AND STEWART AND GRAY ROAD, AS SAID MONUMENT IS SHOWN ON
CALIFORNIA DEPARTMENT OF TRANSPORTATION'DISTRICT 7 SURVEY FIELD NOTES,
FIELD BOOK ALA019C, PAGE
THENCE SOUTH 9"06'10" EAST A DISTANCE OF 544.13 FEET TO THE TRUE POINT OF
BEGINNINO;
THENCE SOUTH 0"03'04" EAST A DISTANCE OF 152.65 FEET;
THENCE NORTH 8905546 EAST A. DISTANCE OF 278J2 FEET;
THENCE NORTH 0"08'38"WEST A DISTANCE OF 204.40 FEET,'
THENCE NORTH 88"52'21"WEST A DI$TANCE OF 143,88 FEET,
THENCE SOUTH 0*05'46" WEST A DISTANCE OF 19.43 FEET,,
THENCE NORTH 89*41'014 WEST -A DISTANCE OF 76.82 FEET -
THENCE sOuTH 0*09'10- EAST A DISTANCE OF 36.71 FEET.
THENCE NORTH 89914'03" WEST A DISTANCE Or 52.74 FEET TO THE TRUE POINT OF
AEGINNING.
GORDON D. EDWARDS
PLS 6678 fEXPIRES 6-30-2004
PSOMAS
2 F.atccpt the northwate:dy 20 fat of that portion lyin9 aautheriy of the mutherly
9 Una of the land describcd in the 4ced to L M Men, as =moo 14 Book 7.0, Page
4 357 of of Wd Cowty, Includcd in
s ,
4 M Lzpl Dmdl)don as described i4 dcheaged on the mp&Ayjng Ittry OF
7 • NASA EXMIT and it made w pan heteaf for mf
a
10 ThIs lcgd dcscripdon is not int =' to be ugd in the Conveyance of land in
1! violation ofthe S vWon Map Act of the stum of CaUQr3iL
_, « _1'
13
14
IT t0®p 'P� Robat C. Olson, PU $490
16_ Psomw and Anoclatas
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CITY OF 00'
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PSOMAS
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4 That pardon of the southwest qua= of f rutioaai Section 10. Towrs t ip 3 South, lunge,
S 12 Was; in the RAncha Soots Ga . in the City of Downey, County of tos Angcics,
6 Srstt of California es per trap rec
pr44-A In Hoak 1, Pagc 502, of Miscellaneous Rcaoi*,
7 records of said County, described as fallowr,
9
9 Beginning at point on the northtdy line of Lot 2 In mid northw st qu&4wof fracdoaaf
10 Section 10, said litre also being the northerly line of said Stewart and y head, 80 feet
11 wide. distant thereon South 89 depecs 52 rninutas 14 seconds West 646.51 fcct fivtn
12 the narrhcsst corner of said I,.ct 2. tlttatee on a One bctwcen seed point of begituting mnd
43 the southwest Coma of the southeast quarter of tlea northeast qud= of the southwest 1
14 quartee of said fractional Section Ia. South o dzgrees 13 wnUw /6 wands west
15 1722.21 feet to tht true point of bcgituuag'. thence South 89 degrees 51 suinutes 04
1s sxood9 West 3ISM feet; thence South 0 degrees 08 rainum 56 seconds W. t 7039
• Y
17 fectl thance South 89 deprAs 46 m1nutes 04 xceands W=t 1039.00 feet; thence Sooth 0
II deg= 08 v4nutes $6 seconds Ent 25,70 feet, thcoca South 29 ftrees 51 minutes 04
19 seconds Wast 33196 feet to the southtastrtiy line dLakcwood Doulevesd. 90 feat i
20 wide, as drown an Couacy Surveyors B Series MV No, 1147, an file, in the office of the j
21 CountyXaginoet• of said County; then= along said southebstetiy Luc of _Lakewood '.
22 Boulevard South 31 degrees 41 W ' 38 'nds West 505.70 trot to the eastexiyUna
23 of Cleric Avenue, 70 fcct wide, as shown on said County $urvcyon B $cr es Map No.
24 1147• thence along said easterly tint of Cluck Avenue South 0 de 03 rt mutes 38
?S °`=onds W*%t 46$.36 feet to `line Which is parallcl with and $93.40 feet vcrtht fly,
26 measured it right angles, from the northcziy lin* of P p bio. 2077. in said c=ity.
a 27 as pts map fdod is B oalt 273, Pages 73 through 75, inclusive of Pircel Maps, recaids of
29 said County, thamce dung said p, of lien North 89 depvft 51 minutes 30 seconds
29 1962,26 feat to -the a caly prolongation of the easterly Vne of Wd Parcel iup No.
7,. t Sheat I of s
m. � •'. y... ...er . ... :. ,: s., e , .i'A `: .. ,e. Y�l•..a"•'�.'cii:+i
I
241n'. thence along said noahedy pmlonpdon South 0 dctrtm 00 axinuics 20 s=tkds
s
Eml QTAI feat W a linel)USHLI will® and 844,00 foal nordiedy. mc&uamd acri t
3
angia to the muthcriy Una of ftactional Sidon 10; tb&tm Aloag Wd par4cl lint Nonh
4
` 89 dt $1 i i,= 90 scccuds Ew 901.56 tea to the e4stwy Eno of dm weswly
S
half of the southeast quartex of tine southwest q of aid Section 10;
6
thence Notch 0 de 02 minutes 18 w4ads West 477.41 feet to the oouthwegt(MrACK
7
of the gotttheast q ® of th® aunh. t q of ttye southwest qtudcr of •d
9
finctional Section 10i theacg Noah 0 dogrea 13 mixiums 16 smopds Em M82 feet to
9
the aw point of beginning.
1a
11
nds Ugal Dest6ption, as descdbed is da-Hautcd ac tht womponying "CITY OF
13
AO - NASA EXkMIT MAP" and Is mado a part h f for mfmncep sm.
13
14
M 14Md desctiption is not intcadcd to be uW in the conveyance of land In violation
15
of the Subdivision Wp Act of tha suis of Ca.1.1formiz.
16
17;
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'%*W*ITY OF DOWNEY NASA
EXHIBIT MAP
PARCEL 2
Lm -A YL
c]ERTIF ICATE OF INSURANCE
OR srLF INSURANCE
In the event of cancellation of the self - insurance pros Mms or policies designated
t
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 COMPANY & POLICY LIMITS OF LIABILITY
ITY
POLICY N 0. PERIOD
BODILy ga. rPFOP DAMAGE
.L,
L
COMPREHENSIVE, GENERAL SELF-INSURED INDEVINITE $1,000,000 COMBINED SINGLE LIMITS
LIABILITY Itte). AUTO LIABILITY
iVG RS NO VERA
OMPEN5ATION SELF -W" D
_1NDEFINITE_ $325 COGE
THIS GERTIFICATE IS NOT VALID UNLESS SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE CITY OF DOWNEY.
IGII DATE
.1fiN#ANts (ORCTOPIR SIC MANAGER
CITY OF'1
Vor infonwCi6n. cegifrding 11w above self-insurance covejagc pleasc contact the Finance Dcpart-W at (110) "4-7264
jL,NF[NANCEvmjcHICOM14S CERTIFICATE
016
EXHIBIT 44C"
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Environmental DocumentsSection f
EXHIBIT C
f,ist of Environmental Documents I)eseribin P, Environmental Condition
of MAASite
1. Proposal for Environmental Insufan" - City of Downey, California; IRG
Environmental, , LIM undated but circa July 2002
2. Groundwater Remediation Scope of Work - Enhanced Reductive Dechlorinatioil -
da
NASA Industrial Plant, Downey, California, AGM, unted 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 -
City of Downey - Downey Lan"ding Specific Plan; EIP Associates; February 2002
5. Additional Site Assessment Report - NASA Industrial Plant 12214 Lakewood
Boulevard, Downey, Cali forriia Project Number 36484; Earth Tech; February 15,
2002
6. Work Plan for Phase 11 Environmental Site Assessment and Risk Assessment
Former Parcel II 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 It Portion and
Parcel IV of NASA/Boeing Industrial Facility 12214 Lakewood Boulevard
Downey, California, SECOR Job Nmber 03720576.001; SECT R Intematiouat,
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 [ Erivirorunernal Site Assessm ent Proposed Bellflower
Replacement Hospital Near Northwest Comet Of Imperial [fighway and
Bellflower Boulevard Downey, CalAmia (LAW Project 70131-1-0097.0002);
LawGibb Group -'M. May 8,2-001
It. Radiation Survey of the Downey Facility (RS -00019); The -Boeing Corporation;
March 1, 2001
. LAnvnq2t
13
14.
15.
16.
M
21.
22.
23.
LAn2753921
24e Site Assessment Report Building 244 NASA Industrial Plant 12214 Lakdwood
Boulevard Downey, California 90241-7009; Earth Tech, Inc.; August 16, 1999
25., -90-Day SVE Pilot "Test.. Report - Ap ay 1999 Building 244 NASA Industrial
Plant 12214 Lakewood Boulevard Downey, California; Earth Tech; June 14, 1999
26. 90 -Day S E Pilot Test Report Mach 1999 Build 244 NASA Industrial Plant
12214 LakewoodBoulevard, Downey, California; Earth Tech, April 26, 1999
27. Groundwater Well Installation Report - Parcels I and 11 NASA Industrial Plant
12214 Lakewood Boulevard, Downey, California 90241-7009; Earth Tech,
February 3, 1999
28.• Underground Storage Tanks Removal Closure geporf Brailding 25 Area NASA
Industrial Plant 12214 Lakewood Boulevard Downey, California; Earth Tech;
July 30, 1995
29. LA-105De-watering Model Study Los Angeles`County, California CALTRANS
Contract Number 43 Y046 EA -C3408, Professional Service Industries; April 3,
1998
30_ Soil Investigation Report Parcels 3, 4, 5, and 6 NASA Facility Downey,
California. (File Number 097120.01); SCS Engineers SCS; Fcb� y 1998
31 Health and Safety Plan NASA Parcel !site Assessment 12214 Lakewood
Boulevard Downey, California; Earth Tech, Inc.; October 1997
32. Initial Site Investigation. Report Parcels I and It NASA Industrial Plant 12214
Lakewood Boulevard Downey, California 9021-7009; Earth Tech, Inc.; April 14,
1997
33, Closure Report for Underground Diesel and Gas6liae Storage tanks at Rock well
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 Environinentat Corporation; July 1996
36 Closure Report for Underground Diesel Tanks at Rockwell International
Corporation12214Lakewood Boulevard, Downey, California 902241-7009;
Earth Tech; May 23, 1996
LAn27539.21 3
37. Groundwater Monitoring Report July 1996 Fomier Tank 015 Site Rockwell
International Corporation Space Systems Division Downey, California;
Groundwater Resources Consultants, Inc.; August 26, 1996.
38. Phase 11 Investigation Groundwater Conditions Tank 011 Area Rockwell
International Corporation. Space Systems Division Downey, California;
Groundwater Resources Consultants, Inc.; March 17, 1995
39. Envitonmental 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 415: Active Leak Testing; Mirch 2,
1992
42, Tank Rerno.val. Report= Building 249, Tank 420: Active Leak Testing; January
28, 1992
43. Tank Closure Report R -o ' ckwell international Space Transportation Systems
Division 12214 Lakewood Boulevard Downey Catifonia-,Active, Leak Testing,
March 29, 1990
44. Report of Site Investigation Performed At Space Transportation Sypterris Division
Rockwell International Corporation 122114 Lakewood Boulevard Downey,
California 90241 Building 61 Tank Number 1; Active Leak Testing Incorporated;
August 1988
45- Finat Report of Site investigation Performed For Rockwell international
Corporation Downey FiiciliLy 12214 Lakewood Boulevard, Downey, California
Phase III -Sumps; Active Leak Testing, Inc; May 1988
46. Interim Report of Site Investigation Per -formed 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 international Corporation Downey Facility (UST
Investigations); Active Leak Testing, Inc.; August 1987
I.An21539.21 4
EXHIBIT "B"
49. Rodkwell International Downey Facility Environmental Resources Document
(SOD 80-0511); Rockwell International, December 1980
SO-- Rockwell International Downey Complex, Downey, California- Asbestos Survey
Report; Baker Consultants, Inc.; The Feport is undated, but laboratory results are
dated July 21, 1986
51. Legal Description of Parcels I through 6 (each a separate document); PSOMAS
Professional Land Surveyor; March 1997 through April 1998
52. Groundwater Monitoring Report Fourth Quarter 2001 Parcels I and 11 NASA
Industrial Plant 12214 Lakewood Boulevard, Downey, Califortua; Earth Tech;
January 11, 2,002
53. Groundwater Monitoring Report and Hydropuach Sampling Report Second
Quarter 2000 Parcels'I and 11 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;
0241-
7009.- Earth Tech; May 3, 2000
55. Groundwater Monitoring and Hydropunch Sampling Report Fourth Quarter 1999
Parcels I and 11 NASA Industrial Plant 12244 Lakewood Boulevard Downey,
California; Earth Tech; May 3, 2000
56, Groundwater Well Gauging and Sampling Report Third Quarter 1999 Parcels -1
and 11 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 Parcels I
and 11 NASA Industrial Plant 12214 Lakewood, Boulevard Downey, California
90241-7009; Earth Tech; July 31, 1999
58. Groundwater Well Gauging and Sarripling Report First Quarter 1999 Parcels I and
11 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 If NASA Industrial Plant 12214 Lakewood Boulevard Downey,
California 90241-009, Earth Tech; June 24, 1999
60- Groundwater Monitoring Report Parcels I and 11 NASA Industrial Plant 12214
Lakewood Boulevard Downey, California 90241-7009; Earth Tech June 20, 1999
LAJ727539.21 5
61. Phase II ESA Report, Former Parcel 11 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 (CCS), 2000. Review of Environmental Baseline
Reports, NASA Downey Industrial Facility, Downey, California. April 13.
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., t996, 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 11, 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 I ESA, Former Building 305 of Rockwell Boeing Facility, 12254
Bellflower Boulevard, Downey, California; SECOR; September 13, 2001.
71. Expedited Phase It ESA, Fortner Boeing Building 305, 12254 Beliflower
Boulevard, Downey, California; SECOR; November 7, 2001.
72.°Department of Toxic Substances Control, Memorandum Regarding: Risk
assessment of Construction/Operatibn 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 11 Portion and Parcel
LAn27539.21
M
Em
IV of NASA/Boeing Industrial Facility, 12214 Lakewood, Boulevard, Downey,
California, January 9, 2003.
74. Department of Toxic Substances Control, Memorandum Regarding:
logi y rogeologic Review of preliminary Endangerment Assessment
Equivalent for a portion of the fo er Parcel It and Parcel IV of the -
NASA/Boeing Industrial Facility (Phase I and Phase II Reports) 12214 Lakewood
Boulevard, Downey, California, January 13, 2003.
75. Workplan, for Additional Phase 11 Environmental Site Assessment, Parcel 11
Portion and Parcel IV of the Former NASA/Boeing Industrial Facility, 12 12`
Lakewood, Boulevard, Downey, California, SECOR International, April 18
2003.
76. Groundwater Monitoring Report, Fourth Quarter 2002, NASA Industrial Plant,
12214 Lakewood Boulevard,; Downey, California, Earth Tech, Inc., March; 12,
2003.
77.Envitoranentat Baseline Survey of Parcel I, 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 Envirorunental Baseline Survey of Parcel IV, NASA industrial Plant, Foster
Wheeler Environmental Corporation, July 1996.
80. Envirorunental Baseline Survey of Parcel VI, NASA Industrial Plant, Foster
Wheeler Environmental Corporation, July 1996.
81. Site Assessment Report, Earth Tech Inc., December 15, 1997.
2. Covenant Deferril Request€or the 96 -Acre Parael, l4ASA, January 30, 2002.
3_ Report of Site Investigation Perforated at Space Transportation Systems Division,
Active Leak. Testing Inc., August 188b.
4 LA -105 Groundwater Investigation Constriction Dewatering Project, Los
Angeles County, California, Volume 1, Professional Service Industries, February
23, 1998 [Excerpted Portions].
85. Subsurface Soil and Groundwater Investigation Requirements —NASA,
California Regional dater Quality Control Board, November 5, 1999..
86. DTSC Correspondence regarding their non-involvement in a non -emergency
release, DISC, March 5, 1998.
LM27534.21
I
87. Non -Emergency Release Report, Boeing, February 6, 1998.
88. Correspondence Characterization of Oil from an UST, NASA Industrial Park,
Downey, California, Global Geochemistry Corporation, February 9, 1998.
-89. DTSC Correspondence, Non -emergency Razardous 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 Qonsultants, Inc., November 10, 1994.
92' Groundwater Monitoring Report, Fortner 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.
95.
96_
Em
Trr 7WIM
-1 ransnunal Lercer to k-; - w - P
Rockwell Aerospace, October 28, 1996.
Ppotatibriat Rqpdr( Third QuaMr�100 1, Soil Vapor Extraction System 8utwing
�441 NASA Industrial Plant, Downeyi, CaMatia, EaiiltTeph, Inc., 1Febni* 5,
2002. NEED TO VERIFY DATE -
Draft Letter to Mr. Douglas B. Gray to follow up on the meeting held on 09128/00
atthe NIP in Downey & on 09/18100 request for documents & Information,
Slosky L. Company, Inc., July 10, 200 1.
98. Existing Data Gaps, Former NASA Industrial Site, Downey, California, Clayton
Group Services, September 10, 2001.
99. Wori Plan for Subsurface Investigallon, Building 25 and Midpoint Wells, NASA
Itidusttial Plant; 12214 Lakewood Boulevard, Downey, Califomia 90241-7009,
Earth Tech, Inc., August 16, 1999.
[00. Transmittal of Preliminary Results of the October 2000 Enviromnental 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,
LAn27539.21 8
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/Drawing, 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
1988&
106. Correspondence to the RWQCB Concerning Fortner Sumpg, Clarifiers, and Tanks
at the NASA Industrial Plant, Earth Tech, Febmary 7, 2000.
107. Geophysical Investigation of Possible Underground Storage Tanks, Boeing North
American, NASA Industrial Plant, Earth Tech, May 7, 1999.
log. Correspondence from Regional Water Quality Control Board Regarding Soil and
Groundwater Remediation, NASA Industrial Plant, April 11, 2002.
-16. Tank and Sump Summary Table, Provided by Earth Tech (electronic file), March
26, 2002.
I t0, 1 Correspondence from Regional Water Quality Controt Board Regarding Time
Schedule for Additional Investigation and Remodiation, NASA Industrial Plant,
September 26, 2001.
Ill. Correspondence from Regional Water Quality Control Board Regarding
Determination, of the SV-Atus of Remediation, NASA Industrial Plant, March 21,
.
2001.
114. Correspondence from U.S. Environmental Protection Agency NASA industrial
Plaftt, Downey, California, July 2, 2001.
LM2753UI 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
bocuentation,`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 17, 2001.
119. Correspondence Regarding Draft Environinental Assessment, May 200Q For
Disposal and Reuse of NASA Industrial Plant in Downey, California, Department
of Toxic Substances Control, August 24, 2000.
.120. Groundwater Results for Hexavalent Chrorniurn, NASA Industrial Plant Parcels I
and II, Earth Tech, January 14, 2002.
121. Documents in File Related to Permit for.3,000-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 Plant,
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; OS Permit
Number L-020740-19; SECOR International Incorporated; April 15, 2003_
126. Letter Transmitting Comments Regarding "Workplan for Additional Phase It
Environmental Site 127.Assessent (Workplan), Parcels It & IV of the
NAS oeing Facility, Downey, California," 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
LAn27539.21 to
Portion and Parcel TV of the NASA industrial Plant; SECOR International, kc -i
March 16, 2003,
uart
1i.
soil Vapor Extraction System Operational RFirst Qer'2002, Building
eport, wney, Californ,
244 - NASA Industrial Plant, 12214 Lakewood Boulevard, Doia
Earth Tech, May 13, 2002,
129. 'Downey Landing Specific Plan, Final Program Environmental Impact Report,
State Clearinghouse Number 2001031096, EIP Associates, February 2002.
136, In -Situ Reactive Zone Interim Measure Source Reduction Remedial Action Plan,
Fonner NASA Industrial Plant, Downey, California, ARCS G&M, Inc., May
20, 2003.
1. Groundwater Monitoring Well Installation Report, NASA industrial Plant, 12214
Lakewood Boulevard, Do wney, California, Earth Tech, May 15, 2003.
132. Well Construction Diagrams, P I -MW -8, p I_MW_9, P I -MW -10, and P1--11;
Earth Tech, May 2003.
133'. Correspondence from 14ASA to RWQCB Requesting Extension of Deadlines in
April It, 2002 RWQCB Letter, April 31), 2002.
134. Correspondence frodi RWQCB Regarding USAT Program –Request for
Additional Information, April 21, 2003.
.13 . 5. 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' l 5, 2003.
137. Correspondence frorn, Secor International, lnc, to IRG',transmitting comments on
Draft Risk Managergent Plan—future Hospital and Medical Office Buildings
Project Area; June 23, 2003.-
13 .
003.138. it Correspondence from Downey Landing to (RG transmitting co rents on
Draft Risk Management Platz Dowricy Landing Retail Redevelopment Project
Area; June 16, 2003.
139. Correspondence from Ervin, Cohen & Jessup to IRC transmitting comments On
Draft Ri ' sk. Management P [an—Downey Landing Retail Redevelopment Project
Area; June 24, 2003.
LAn27539.21
140. Correspondence from IRG to Secor bite matioual responding to comments on
Dmft Risk Management Plan—Future Hospital and Medical Office Buildings
Project A-reaq July 18, 2003.
14 1. Correspondence, from IR G to Ulipse Development Group (Downey Landing)
respondingto comments on Draft Risk Management Plari—Draft Risk '
Management Plan—Downey Landing Retail Redevelopment Project Area; July
13, 2003.
142. Risk Management/Soil Mariagement Plan—Downey Landing Retail
Redevelopment Project -Area, Former NASA Industrial Plant; Downey,
California; ARCADIS G&M, Inc., July 17, 2001
143. Risk Management/Soil Management Plan—Future- Hospital and Medical Office
Buildings Project Area, Former NASA Industrial Plant, Downey, California;'
ARCADIS G&M, Inc,, July 17, 2003.
144. SECOWs Responses to DT -SC Comments Regarding WP/HASP/SAP/QAPP
Document Dated April 18, 2003. Correspondence dated June 13, 2003.
LAn2753921 12
EXHIBIT
Studio Property Site Map (Recital
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LEGAL DESCRIPTION
INDUSTRIAL REALTy GR UP - GROUND LEASE
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Form of of i'o 1 + (Recital
City of Downey
11111 Brookshire Avenue
P.O. Box 7016
Downey, CA 90241-7016
(Space above reserved for rdoes "so)
(Filed pursuant to State of California
Govermnent Code Section 66499.35)
The division of land that set off the following described property, situated in the City of Downey,
County of Los Angeles, Stat e 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. I
The Certificate of Compliance issued herein only relates to issues of compliance or
noncompliance with the Califomia 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.
N11IUW'TML4=6
11W6 Nor, I M"WIL51 EI. FIM -11W.
City of Downey Municipal Code. Such approvals to develop the above described parc6l must
separately applied for and the City reserves all rights to grant, condition or withhold su
approvals as authorized by Californ'la state law and the Downey Municipal Code. I
Name and Address of Owner
Property Address
My R,191�..Il 111" i"R
.e am 11 n III I =1
By_ -
114823
EXHIBIT "A7
Description of Property
LEGAL DESCRIPTION
(CONTINUED)
DISTANCE OF • THE BEGINNING OF s '• r CURVE CONCAVE
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r t -s • r •
ALL AS SHOWN ON 1 HERETO AND MADE A PART HEREOF,
UNE TARE
BEARING
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LINE BEARING DISTANCE "BUILDING I" tbEt 90R.
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NASA Documents(SectionSection
I hil EXTON Walleft
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
Official Recor as ds
3- Assignment of Sale Proceeds dated April 19, 1999 atnd recorded in he Off
Document No. 99 0690587
4. Easement Agreement dated April 197 1999 and recorded as Document No. 99 0690589
5. April 21, 190 in the principal amount of $20,145',000.00 executed by the
City 0mo"jiM agborrc,wqr� in �aot of the (Jitited States, as lender
6. Pledgc� Escrow ard TrustAgreemoor dkedApril 21, 1999 between the City of Downey, the
jfn�tcd St6ids; aqd� * US tank Association;
7. Agreement Concerning Payment of Sale Proceeds dated April 21, 1999 between the City of
Downey and the United States
8. Proposed 2003 NASA Quitclaim Deed for Parcels I and 2 of the NASA Site
9. Transfer Agreemetdated 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 ('IRAD") I
13. Remediation Agreement between FRAD 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 ghee et")
Form of o , of 6
7
RECORDING REQUESTED AND
'%UEN RECORDED MAIL TO:
Oliver, Vose, Sandifer, Murphy & Lee
281 South Figueroa Street
Second Floor
Los Angeles, CA 90012
Attn: Charles S. Vose, Esq.
Gov't gq_dd § 221821
(space above for Recorder's Use)
This Memorandum of Ground Lease ("Memorandum") is made as of
2003, between the City of Downey, ("City"), a municipal corporation
of the State of California, and Industrial Realty Group, LLC ("Developer"), 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 LWfibit
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 referred to hereinabove.
[Signatures on following pages]
CITY OF DOWNEY, a municipal corporation of
the State of California
By:
Mayor
ATTEST:
City Clerk
ArpRovED AS TO LEG
OLIVER, VOS , SANDIFER, MURPHY & LEE
City Attorney
DEVELOPER-
GROUP,
LLC
a Nevada limited liability company
By:
Title;
APPROVED AS TO LEGAL FORM
FAINSBERT, MASE & SNYDER
Developer's Counsel
EXRIBIT k
Description of Real Property
E7tEADSON k A330CIATE3, INC.
Surveying & Mapping Consultants w
_STEWART AND GRAY ROAD
5220 0 STREET'
CHINO, CA. 91710
909• 364-1681
909 '364-1781 FAX'
"STA DR.
Gfj
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7 WA T AND GRAY ROAD
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(909) 364-1681
909 364-1781 FAX
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1 inch = 400 feetWASHBURN
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F1iT111TE D
(41
PARCELCD iELEc
SUBSTAnoN
PARCE
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IMPERIAL HtCHWAY
i
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i
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I"IBIT
Excluded Personal I i(Section
StorageAll property which currently occupies Building 14 on the NASA site at Whi
occupies the rooms and space within Building 1 that is referred to as the Shuttle Mock-up
• •' • ► currently occupies and all
of •r directly connectto that spaceand which are locked as p.rt of
shuttle• r storage
propertyTfie form of of . and space development
models,the site such as r'. documents,blueprints, graphics
photographs,drawings,• r memorabilia • the shuttle mock-up..
They City retains the first right of ownership • other portable property found
subsequent to the land transfer in other parts of the site which can be considered • be
artifacts of • r a. history of •ddisplays,
documents, photographs, etc.).
U
Form of Occupant c .
Exhibit "N"
THIS RELEASE ("Release") is made as of this — day of 'T
20 by ('New Occupant") in favor of the City of
Downey, a political'subdivision of the State of California
A. Pursuant to that certain
[Lease/Sublease/License/EEisementI dated as of 20 by
and betwee0wher) 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 'T
attached hereto (the "Promises").
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 �160) acres looOted in the City of Downey, California
'and generally bounde by Lakewood Boulevard,' Stewart and Gray Road,
Bellflower Boulevard, Imperial Highway and Clark Avenue as more
particularly described in attached hereto (the "NASA
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 (" C—C&Rs").—
b. 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:
1. 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, successors -in -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
LAM902.1
and administrative proceedings and from all liability and obligations for
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 Premises or the NASA Site (or any of the improvements
contained thereon) as of the "Effective Date," as such term is defined in
the CC&Rs. 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
7HE 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 1, New Occupant hereby waives and
relinquishes all rights and benefits which it may have under Section 1542
of the California Civil Code.
Cowoggn. 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. Authori . Each person executing this Release on behalf of New
Occupant herpby represents and warrants to and for the benefit of the City
the!t each signatory to this Release is duly authorized to execute and
deliver this Release to the City on behalf of New Occupant.
IN WITNESS WHEREOF, New Occupant has caused this Release to be
executed by its duly authorized officer as of the date first written above.
a
By:
Name:
Its:
By:
Name:
Its:
k
LAAMISM
Exhibit "I"
The Premises
LA1809862.1
Exhibit 1 211
The NASA Site
LA1909862.1
EXffMIT i
Other Infrastructure'eq
All ! V .ka I z is
feral ewood Boulevard
1 Reclaimed water line from south of Rose. Street to north property line
2. Will connect all landscape irrigation to reclaim water line
Steve qM Way,
3. Pay pro rata share to construct Steve Hom Way
Other
4• Provide a utility casement along the northerly property line that meets the
City's requirements for maintenance of any required utilities
5. Drainage improvements shall comply with all applicable regulations, either
City, state and federal.
• r
r
Restrictions
o Sale of Cut-out*parci
SECOND AMENDMENT TO AGREEMENTS
PROPERTYIN
, •,. r an a 01 •
This Second Amendment to Real Property Purchase and Sale Agreement ("Second
Amendment") '... • .s of e • between THE CITY OF
DOWNEY, a municipal corporatnlon��bf("City") and PCCP IRG DOWNEY,
LLC, a Delaware limited liability company,to an undivided 90% interest, • IRG DOWNEY,
LLC, a California limited liability company, as to an undivided 10% interest (collectively
"Devel••_
A. City and Industrial Realty Groups LLC, a Nevada limited liability company
entered into a Real Property Purchase and Sale Agreement, dated on or about November 30, 2003
("Original Purchase Agreement"), pursuant to which City sold to IG 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. City and Developer entered into an Amendment to Agreements in Real
Property Purchase and Sale Agreement, dated on or about March 15, 2012 ("First Amendment").
A true and correct copy of the First Amendment is attached hereto as Exhibit "" and incorporated
herein by reference.
C. City and Developer also entered into the TIERRA LUNA-
DEVELOPENT AGREEMENT by and between CITY OF DOWNEY and PCCP IG
DOWNEY, LLC, a Delaware limited liability company, as town undivided 90%® interest, and IG
DOWNEY, LLC, a California limited liability company, as to an undivided 10% interest, dated on
or about March 15, 2012 ("Development Agreement"). A true and correct copy of the
Development Agreement is attached hereto as Exhibit "C" and incorporated herein by reference.
D. The Original Purchase Agreement, the First Amendment, and the
Development Agreement contain various rights and obligations that survived the closing of the
sale contemplated by the Original Purchase Agreement.
E. All capitalized terms used herein but not herein defined shall have the
meanings ascribed to such terms in the Original Purchase Agreement, the First Amendment and
the Development Agreement.
F. City and Developer now desire to enter intothisSecond Amendment to
amend some of the rightsandobligations specified in the Original PurchaseAgreementand the
First_Amendment, all subject and pursuant to the terms and conditions set forth in this Second
Amendment. The Original Purchase Agreement,as amended by the First Amendment and this
Second Amendment, is hereinafter referred to as the "Agreement."
_s;ga.t7 a1-:..
1...... `1 OHN
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 and the First Amendment, as of the Second
Amendment - D. (defined • a
1. • i Amende effective date of - a
Amendment shall be the date upon which City and Developer have each executed and delivered
an executed counterpart of this Second Amendment to the other party (the "Second Amendment
Effective
Section0 of the Original
is previously amended by Amendment,be - a and replaced as follows:
Profit Participation by r•: of portion of a • Lot
defined in Recital E herein, by Developer and/or its successor(s) in interest, under
the original Purchase Agreement, the First Amendment • t, this Second
Amendment, be entitled to receive, as a profit participation inter
("City's Profit Participation"), an amount equal to five percent (5%) of all "Net Sale
• • over base price of $100,000,000.00 E. For purposes
of a, Proceeds" shall be defined as the
r of the • .' received r Developer, aggregate brokerage
commissions, legal fees, and title and closing costs related thereto. The Base Price
shall be increased by ten percent (10%) every five years after the Effective Date of
the First r `r'.
• 111111 1# •:• i. • +, a • C. r i
or the Net Sale Proceeds received by Developer and/or its successor(s) in interes
The City's Minimum Profit Participation shall be due in full to the City at the earli
of the following: (1) the sale by Developer and/or its successor(s) in interest
75% of the developable square footage on the Studio Lot; or (2) Developer and/
its successor(s) in interest's receipt of Net Sale Proceeds from the Studio Lot
$200,000,000.00 ("Minimum Profit Participation • Date"
Notwithstanding any thing to the contraryDeveloper and/or
successor(s)interest be required to pay $2,000,000.00 of -
Minimum Profit Participation on or before December 31, 2018.
If the 1 • Lot is sold in moreone piece and/or at m•. one time, t en a• -s calculating the City's Profit Participation, - of portion
totalof the Property shall be included in the calculation of Net Sales Proceeds, and the
-t Sales Proceeds• - to aggregate all portions of a •
Property have been the subject of a sale at least once. Developer and/or its
SUccessor(s) in interest shall pay the City's Profit Participation to City concurrent
with each sale of portion of 1 • •'.:ii-..rty that yieli
e#
-2-
4
made prior to the Minimurn Profit Participation Pay -in -Full Date shall be credite
toward the City's Minimum Profit Participation.
Once Developer and/or its successor(s) in interest sells the Studio Lot or a portion
thereof and pays the City's Minimum Profit Participation in full, any subsequent
its successor(s) in interest , If the result is negative, no additional City's Profit
Participation shall be due and payable at that time. If the result is positive,
additional City's Profit Participation shall be due and payable at that time.
I -Or clarity' one portion ofthe Studio Lot has already been sold tbr development ot
a Wal-Mart ("Wal-Mart Parcel"). The Net Sale Proceeds from the sale of the Wal-
Mart Parcel were [$9,685,299.00]. To date, there have been no other sales of Studio
Property.
3. This Second Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken together, shall
constitute one and the same instrument.
4. -"aniney Law: This Second Amendment is made under and shall b
construed pursuant to the laws of the State of California. I
rar.43MMEEMSEN M-
91 A. [ 7 -3-
of- -4., L'-- —". u's 'et;6lic"t , liei'l'ffwwt
D4 AVIVIATNESS WTLT1Tk]R'k3(`--)r$, thc 'Pal Lies ficluto uavv C;Accuied '11 0 tu u it
date and year first above written.
KY,
•
California
PTCP IRG DOWNEY, LLC,
Aaliciar CMG "IG"
Interim City Clerk
UTVJ����
By: PCCP LB IRG Downey, LLC,
its Managing Member
By:
Name:
Its:
IRG DOWNEY, LLC,
a California limited liability companU
B-14-17 -4-
02HUNUM"
Ila
CALIFORNIA. •.
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California );
County of - )
On t before me, Art Gs IL
Date Here Insert Name and Title of the Office
personally appeared-
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person whose nameo islewe
subscribed to the within instrument and acknowledged to me that he/sheAh4ry executed the same in
hislhaWth6r authorized capacity(' , and that by his/ r signature( on the instrument the person
or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
•� of the State of California that the foregoing paragraph
MARIA A. DUARTE is true and correct.
Notary Public - California
Los Angeles County WITNESS my hand and official seal.
Commission 9 2202960
My Comm. Expires Jun 26, 2021
Signature
.Signature of otary Public
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: ....,mm —
Signer(s) Other Than Named Above:
Capacity(les) Claimed by Signer(s)
Signer's Name:
❑ Corporate Officer — Title(s):_ .
❑ Partner ❑ Limited ❑ Gner,
❑Individual EJI Attorney act
7-1 Trustee . Guar ` n or Conservator
❑ Other:
Signer Is Re
ng»
r of Pages:
Signer's Name: NN.
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing: m
al Notary Association • www.Nationa[Notary.org • 1'800 -US NOTARY (1-800-876-6827) Item #5907
IN WITNESS WHEREOF, the parties r o have executed this Second Amendment the
date and year first above written.
Maria Alicia Duarte, CMC
Interim City Clerk
Yvette M. Abich Garcia
City Attorney
CITY OF DOWNEY,
By:
Name:
Its.
PCCP IRG DOWNEY, LLC,
.#f »warnlimited liability company
By: PCCP LB IRG Downey, LLC,
its M
�By- —
Na
Authomed
M
IRG DOWNEY, LLC,
/\\\ 4�ni a limited liability company
mmgumzff-22-
f3y_____
Name:
Its: