HomeMy WebLinkAboutResolution No. 20-7939 - Approving Sale Agmt and Escrow Inst w-Holdings Downey, LLC & IRG Downey, LLCA RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNE
APPROVING THE SALE AGREEMENT AND ESCROW INSTRUCT101IN
BETWEEN THE CITY OF DOWNEY AND HOLDINGS DOWNEY, LLC,
DELAWARE LIMITED LIABILITY AND IRG DOWNEY, LLC, A CALIFORNI
LIMITED LIABILITY COMPANY FOR THE SALE OF 8.76 ACRES OF C1
OWNED LAND
LLC ("Buyer") and IRG Downey, LLC; and
WHEREAS, City staff and Buyer have entered into negotiations through which Buyer
would buy from City 8.76 acres of the 19.69 acres of leased property for a minimum of
$10,600,000 ("Base Price"), to be paid upon closing of the sale, which will occur prior to the end
of202O;and
WHEREAS, In addition to the Base Price, Holdings will pay the City one half of the
proceeds (if any) in excess of $15,263,424 from Holdings' sale or use of the property, will be
paid when re -sales of the property exceed $15,263,424, but would be no later than 2025; and
WHEREAS, Holdings has agreed to set aside a portion of the 8.76 acres for a 150 room
hotel with sufficient parking; and
WHEREAS, the City and Holding wish to enter into a Sale Agreement and Escrow
Instructions ("Sale Agreement") setting forth the terms described in the preceding paragraphs,
and other terms and conditions, in the form attached hereto as Exhibit "A" and incorporated
herein by reference; and,
WHEREAS, the sale of the property pursuant to the Sale Agreement will not result in
and does not mandate a change in use of the property; therefore, the Sale Agreement is
consistent with the Downey General Plan and Specific Plan designations for the property.
NOW,TH ERE FORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOE---
'IEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council finds, determines, and declares that the activities
contemplated in the 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 finds, determines, and declares that the Sale Agreement
is consistent with the Downey General Plan and applicable Specific Plan; the Sale Agreement
does not mandate or cause any change in use on the property.
SECTION 3. The City Council of the City of Downey hereby (i) approves the Sale
Agreement, substantially in the form attached as Exhibit "A", and is on file with the City Clerk, (ii)
if required, authorizes and directs the City Manager to make final changes or amendments to
the Sale Agreement consistent with the City Council's direction, and (iii) authorizes and directs
the Mayor to execute the Sale Agreement and any other documents and agreements necessary
to complete the sale transaction contemplated by the 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.
APPROVED AND ADOPTED this 12 th day of May, 2020.
BLANCA PACHECO, Mayor
'—)A�RA�LICIA DUAR�W, MC
City Clerk
I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council oi
the City of Downey at a regular meeting held on the 12 th day of May, 2020, by the following
vote, to wit:
AYES:
Council Members:
Ashton, Saab, Mayor Pacheco
NOES:
Council Member:
None.
ABSENT:
Council Member:
Rodriguez
ABSTAIN.�
Council Member:
Frometa
AR dA L &IC I AZLDU A-R2T E� -C
City Clerk
This Sale Agreement and Escrow Instructions ("Agreement") is entered into on
M 0,--i \ ; , 2020 ("Effective Date") by THE CITY OF DOWNEY, a California
municipal corporation ("Sellerand HOLDINGS DOWNEY, LLC, a Delaware limited liability
("Holdings") and IRG DOWNEY, LLC, a California limited liability company ("IRG' and,
collectively with Holdings, "Buyer"). Buyer and Seller are hereinafter individually referred to as
a "Party" and collectively as the "Parties."
A. Seller is the owner of 8.76 acres of real property in the City of Downey ("City"),
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and described and/or depicted in Exhibit "A". attached hereto ("Property").
B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the
Property from Seller in accordance with the provisions of this Agreement.
C. The Property is a portion of the land currently subject to that certain Ground Lease
dated December 3, 2003 between Seller, as lessor and Buyer, as lessee, as amended ("Lease"). In
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to herein as the "North Parcel." The North Parcel is described and/or depicted in Exhibit B
attached hereto.
D. Concurrent with the approval of this Agreement, the City has approved
amendment to the Lease that (i) removes the Property from the leased land under the Lease,
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E. After acquiring the Property, Buyer intends to re -sell all or a portion of the Property
in One or more purchase and sale transactions ("Re -Sales"), and/or may choose to develop the
•
Property itself ("Owner Uses"). The Parties have agreed to equally divide all amounts in excess
of FIFTEEN MILLION TWO HUNDRED SIXTY THREE THOUSAND FOUR HUNDRED
TWENTY FOUR DOLLARS �J15 263,424,) ithe "Division Threshold' realized from the net
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F. As further consideration under this Agreement, Buyer has agreed to set aside land
necessary and sufficient for a one hundred fifty (15 0) room hotel with sufficient parking ("Hotel
Development") on the Property, notwithstanding the fact that other uses may be permitted on the
Property by the Specific Plan.
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Purchase and Sale; Purchase Price.
1.1 Purchase and Sale. Seller shall sell the Property to Buyer and Buyer shall
it ro•-iii from Seller subject to the terms and conditions set forth in this AvreemenL
1.2 Purchase Price. The purchase price of the Property including the "Property
[tights" (as defined in Section 2.8 below) is TEN MILLION SIX HUNDRED THOUSAND
FPOLLARS ($10,600,000) ("Purchase Price").
1.3 Additional Consideration. In addition to the Purchase Price, Buyer shall
provide additional consideration to Seller ("Additional Consideration") as specified in Section 8,
below.
2. Escrow,
2.1 Escrow Instructions. Within seven (7) days following the execution of
this Agreement by the Parties, the Parties will open an escrow ("Escrow") with Chicago Title
Company ("Escrow Holder") for the purchase and sale of the Property. The "Opening ofEscrow"
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Feasibility Consideration. Notwithstanding any other provision of
this Agreement to the contrary, One Hundred Dollars ($100) of the Initial Deposit ("Retained
Aniount") shall, upon delivery to Escrow Holder, be non-refundable to Buyer for any reason other
than a default under this Agreement by the Seller. The Retained Amount is consideration to Seller
for holding the Property off the market until the "Property Approval Date" (as defined in Section
4.2 below), and granting Bu-per the ri ht to acLyuire the Prot
-.,erU-i in accordance with1h isA reement,
if Buyer approves the Property on or before the Property Approval Date. The Retained Amount
shall be released to Seller upon the opening • • Notwithstanding anything to the •
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Approval Date — if within one hundred twenty (120) days following the Property Approval Date,
Buyer (i) delivers to Seller in writing a notification of such election/extension, and (ii) augments
the Additional Deposit by an additional one hundred thousand dollars ($100,000) to a total
Additional r-f• • three hundred thousand dollars ($300,000) and a • Deposit • five
hundred thousand dollars ($500,000) . As used in this Agreement, "Close of Escrow" shall mean
the date on which the Grant Deed conveying title to the Property to Buyer is recorded.
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Conditions Precedent to Buyer Obligation to Close. Buyer's
ation to close Escrow and purchase the Pro - - . s expressly conditioned on the satisfaction
of the conditions listed in this Section 2.3. 1. If any such condition is not satisfied, or waived (with
the exception of (6) below which cannot be waived) by Buyer, at or prior to the Close of Escrow,
in its sole discretion and without limiting
any of Buyer's legal remedies or remedies under this Agreement, terminate this Agreement by
written notice to Seller, in which case the Deposit shall be immediately refunded Buyer.
(1) Title Policy. Escrow Holder has issued or committed to
issue Buyer the "Title Policy" (as defined in Section 2.6 below) showing title vested in Buyer
subject only to "Permitted Exceptions" (as defined in Section 2.5 below).
(2) Representations and Warranties. Each of Seller's
representations and warranties in this Agreement are materially true and accurate as of the Close
of Escrow.
(3) Seller Obligations. Seller is not in material default under
this Agreement and each material obligation of Seller to be performed prior to the Close of Escrow,
has been performed as required, including, without limitation the delivery of all documents
required of Seller under this Agreement.
(4) Lease Amendment. Seller and the lessors under the Lease
shall have entered the Lease Amendment (which amendment shall not become effective until the
Closing Date).
(5) Moratoria. There shall be no action taken by the City,
County or other public authority or agency with jurisdiction over the Property ("Governmental
Authority") or any vote of the citizens of the City (including without limitation any moratoria) that
would preclude or prevent Buyer from obtaining building permits, sewer permits, water permits,
or certificates of occupancy for the Property that are consistent with the Property's existing land
use entitlements or any future land use entitlements that may be done prior to the Close of Escrow
("Public Development Limitation").
(6) Legal Subdivision. The Property shall be a legal parcel
under the California Subdivision Map Act that can be transferred by Seller to Buyer.
2.3.2 Conditions Precedent to Seller Obligation to Close. Seller's
obligation to close Escrow and sell the Property is expressly conditioned upon the satisfaction of
the conditions listed below. If any such condition is not satisfied, or waived by Seller, prior to the
Close of Escrow, for any reason other than a default by Seller, Seller may terminate this Agreement
by written notice to Buyer.
(1) Representations and Warranties. Each of Buyer's
representations and warranties set forth in this Agreement are materially true and accurate as of
the Close of Escrow.
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14966442.10 a05/W20 -4-
(2) Buyer's Obligations. Buyer is not in material default under
hereunder has been performed as required.
(3) Lease Amendment. Seller and the lessors under the Lease
shall have entered the Lease Amendment (which amendment shall not become effective until the
Closing Date).
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(1) Seller's Default. If Escrow fails to close due to Seller's
default and this Agreement is terminated, Seller shall pay all Escrow cancellation charges.
"Escrow cancellation charges" means all fees, charges and expenses charged or passed on to the
Parties by Escrow Holder, including all title expenses.
(2) Buyer's Default. If Escrow fails to close due to Buyer's
default and this Agreement is tenninated, Buyer shall pay all Escrow cancellation charges.
(3) No Default. If Escrow fails to close and this Agreement is
terminated for any reason other than a default by one of the Parties, the Parties shall share equally
in any Escrow cancellation charges, and each Party shall be deemed to have released the other
Party from all liability for the failure of Escrow to close.
The fore•going •shall not be deemed an election of remedies by Buyer •or limit any remedies
available to Buyer.
2.4.2 Deposit. If Escrow fails to close due to Buyer's default and this
Agreement is terminated, the Deposit shall immediately be delivered and paid over to Seller;
provided, however, that the foregoing shall not constitute an election of remedies by Seller. If
Escrow fails to close due to Seller's default and th s A reement is terminated. the Denosit shall be
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shall be returned to Buyer. If Escrow fails to close due to any reason other than a default by Buyer
or default by Seller and Escrow is terminated after the Property Approval Date, the Deposit shall
immediately be delivered and paid over to Seller; provided, however, that the foregoing shall not
constitute an election of remedies by Seller.
2.5 Permitted Exceptions to Title. As soon as reasonably possible after the
Opening of Escrow, Escrow Holder shall cause Chicago Title Company, in its capacity as title
Report") together with legible copies of all underlying documents referenced therein (together
with the Title Report, the "Title Documents"). Buyer may, at Buyer's option and expense, have
the a survey completed to delineate the Property and the North Parcel (the "Survey") in a form
sufficient to permit the Title Company to delete the standard survey exception in connection with
the issuance of the Title Policy (as defined in Section 2.6) The terin "Permitted Exceptions" as
used in this Agreement shall mean all of the following: (a) the Grant Deed, (b) non delinguent real
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shown on the Title Report but excluding any (i) "Disapproved Exceptions" as defined below that
Seller, in its sole discretion, agrees to remove prior to the Close of Escrow as provided below and
(ii) all monetary liens and monetary encumbrances on the Property, other than non -delinquent real
property taxes and assessments which will be removed (meaning removal from title and not the
issuance of an endorsement in connection therewith by the Title Company) from title by Seller at
its sole cost and expense prior to the Close of Escrow. If Buyer objects to any title exceptions or
a matters set forth on the Survev ("Disavnroved Exceptions"), u er shall deliver written notice
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subject to the Permitted Exceptions. If Buyer delivers an Objection Notice and Seller, by delivery
of written notice to Buyer within five (5) business days following receipt of the Objection Notice,
elects not to remove a Disapproved Exception (Seller's failure to respond to a Buyer Objection
Notice shall be deemed such an election) Buyer's sole remedies shall be under Section 4.2 with
respect to the delivery of a Notice of Approval or delivery or deemed delivery of a Notice of
Termination and refund of all of the Deycosit delivered into Escrow and all interest accrued thereon.
2.6 Title Insurance. Seller shall cause the Title Company to commit to issue
to Buyer at the Close of Escrow a standard coverage ALTA Owner's policy of title insurance with
mechanics lien endorsement (Seller shall provide any indemnity or other agreement required by
the Title Company as a condition to the issuance of the mechanics lien endorsement) ("Title
Policy") insuring fee title to the Property vested in Buyer subject only to the Permitted Exceptions,
with coverage in an amount equal to the Purchase Price. If Buyer requires an extended coverage
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issued in connection with the standard coverage Title Policy which shall be at the cost of Seller)
("Buyer Title Costs"). Seller shall only be responsible for that portion of the cost of the Title
Policy equal to the cost of a standard coverage title policy ("Seller Title Costs").
2.7 Possession. Seller shall deliver possession of the Property to is at the
Close of Escrow subject only to the Permitted Exceptions and, except for the sublease dated
January 10, 2018 between Buyer, as sublessor and Kaiser, as sublessee ("Kaiser Sublease"), free
of any tenancies and/or third -party claims of use or ownership.
2.8 Property Rights. Effective as of the Close of Escrow, without the need for
any additional documentation, unless required below, to the extent assignable, Seller assigns,
transfers and conveys to Buyer all of Seller's right, title and interest in the following ("Property
Rights").
2.8.1 Personal Property. All right, title and interest of Seller, if any, in
on d to alLtanQjble personal propeM( owned by Seller now existing -and placed or installed on or
about the Property and used in connection with the ownership, operation, management,
maintenance and/or repair of the Property.
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2.8.2 Other Related Matters. All right, title and interest of Seller, if any,
in • to all beneficial easements,patents,trademarks,- marks and
names used in connection with the operation of the Property, and all symbols, emblems with the
operation of the Property, and all symbols, emblems and logos used in connection with the
ownership or operation of the Property, and irrespective of size, and all of Seller's right, title and
interest in f to all goodwill associated
2.8.3 General. The foregoing assignment is without representation
warranty except as provided in this Agreement or any exhibit to this Agreement and all Prope
Rights consisting of materials prepared by Seller or third parties at the request of Seller shall
delivered to Buyer lien free and freely usable by Buyer at its discretion without the payment
any fee, cost or charge. Seller shall execute all additional documentation necessary to eviden
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applicable third party.
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2.9.1 Taxes. All current- - and special taxesand assessments on the
Property shall be prorated by Escrow Holder based upon the latest available information as shown
in the tax statements provided to Escrow Holder by Seller, using customary escrow procedures.
Seller shall provide Buyer with written evidence of the payment or satisfaction of such taxes.
Should the Property be part of a larger tax parcel ("Assessment Parceir') which as of the Close of
Escrow remains unsegregated on the County Tax Assessor's Roll for the ensuing fiscal year,
Escrow Holder shall charge Buyer and credit Seller for taxes and assessments allocated to the
Property (based on unimproved value) based on the percentage of the total acreage of the
Assessment Parcel located on the Property, which acreage figures for allocation purposes shall be
fairly and equitably determined and supplied to Escrow Holder by Buyer and Seller. Buyer and
in Buyer's name on the current tax roll. Any real property taxes or assessments levied under the
Supplemental Tax Roll as a result of the sale of the Property to Buyer, shall be the responsibility
of Buyer. Any real property taxes or assessments levied under the Supplemental Tax Roll as a
result of transfers, improvements or other occurrences before the Close of Escrow shall be the
responsibility oSeller ` otherwise the responsibilityof - {r under the Lease).
2.9.2 General. All pro rations provided for herein shall be on an day" basis and a three hundred sixty-five (365) day year. The provisions of this Section
survive Close of Escrow. If either Party fails to pay its pro rata share of taxes or other
by the times herein provided, interest shall accrue on all unpaid amounts from when owing u
adjustments and prorations shall be corrected promptly upon the discovery thereof If paid . :. . allowed f . a errorsi made :.. :. estimations are made at the Close of Escrow regarding adjustments or prorations, the Parties Is • `• by
make the appropriate correction promptly when accurate information becomes available. A
corrected adjustment or proration shall be paid in cash to the Party entitled thereto within ten
2.10 Closing Costs. Buyer shall pay the Buyer Title Costs, one-half (1/2) of
Escrow Holder's fee and any other costs that in Escrow Holder's opinion are customarily home
by buyers of real property in the County. Seller shall pay for the cost of recording the documents
described in Section 2.11, the documentary transfer tax, the Seller Title Costs, one-half (1/2) of
Escrow Holder's fee, and any other costs of Seller specified in this Agreement or which in the
opinion of Escrow Holder are customarily borne by sellers of real property in the County. At least
three (3) business days prior to the Closing Date Escrow Holder shall furnish Buyer and Seller
with a preliminary Escrow closing statement which shall include each Party's respective share of
costs. The preliminary closing statement shall be approved in writing by Buyer and Seller. As
soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of
the final Escrow closing statement to Buyer and Seller.
2.11 Recordation and Delivery of Documents. No later than 12:00 p.m. on the
business day immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit
into Escrow the following documents (with the documents that are to be recorded in the following
order and delivered as provided below):
2.11.1 Grant Deed. One (1) fully executed and acknowledged copy of the
grant deed on Title Company's standard form conveying the Property to Buyer ("Grant Deed').
Conformed copies of the recorded Grant Deed shall be returned to Buyer and Seller as soon as
possible.
2.11.2 Withholding Exemption Certificates. One (1) completed and
executed copy of the following: Non -foreign Transferor Declaration; Preliminary Change in
Ownership Report, Internal Revenue Service Form 1099-S, and California Franchise Tax Board
Form 593 and any other applicable state tax withholding forms, as applicable, as applicable.
As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver
copies of all closing documents, including, without limitation, those listed above, the Title
Policy, any additional escrow instructions and the final Escrow closing statement, to Seller's
counsel and Buyer's counsel.
2.12 Seller's Proceeds. At the Close of Escrow, subject to Section 2.13 below,
Escrow Holder is directed to wire funds representing Seller's cash proceeds through Escrow to
Seller's account as directed in separate written instructions to be provided by Seller.
2.13 Cal-FIRPTA Withholding. Unless this transaction is exempt under
California Revenue and Taxation Code Sections 18805 and 26131, Escrow Holder shall be the
"withholding agent" and withhold from proceeds due Seller any amounts required under the above
code sections to be withheld by Buyer and pay same to the California Franchise Tax Board or
Internal Revenue Service in accordance with applicable law.
2.14 Additional Documents. Seller shall execute and deliver to Escrow any
other documents reasonably required by Escrow Holder including, without limitation, Seller's
affidavits or statements regarding mechanics liens and/or tenants or parties in possession.
2.15 Termination of Property Contracts. Seller shall terminate any service
contracts or similar agreement relating to the Property to which Seller is a Party and which the
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Buyer does not elect in writing to assume which termination shall be effective as of the Close of
Escrow.
3. Real Estate Brokerage Commission. Buyer and Seller each represent and warrant
to each other that they have not employed, dealt with or incurred any obligation to any broker,
auent or finder in connection with the Proierty, and that tbev have not incuff ed anj o6liji ipn,�
play aiiy,§;Lllcl foal CsLam FIC&CIUSC 411 (WILIMI IcC III uv:IIVCJUIJL��
of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free
and harmless from and against all costs and liabilities, including without limitation reasonable
attorneys' fees and the costs and expenses of litigation, for causes of action or proceedings in any
way related to or resulting from a breach of the foregoing representation and warranty or arising
out of any action or proceedings which may be instituted by any broker, agent or finder, licensed
or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party,
respectively, in connection with this transaction.
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4.2 Buyer Approval/Disapproval. If Buyer determines, in its sole and
absolute discretion, for any reason, that it does not wish to acquire the Property, then Buyer may,
terminate this Agreement and cancel Escrow by delivering to Escrow Holder and Seller prior to
5:00 p.m. on the date which is the earlier of (i) the end of Kaiser's Review Period (as defined in
the Kaiser PSAii andW,, foata-five �45)i d s after the full execution of this A reement,"'Prorj&W,
Approval Date"), written notice terminating this Agreement ("Notice of Termination"),
whereupon this Agreement shall automatically terminate and neither Party shall have any further
obligation or responsibility hereunder or liability of any nature or amount whatsoever, other than
Buyer's indemnity obligations under Section 4.3 below and the payment of Escrow cancellation
charges, and the Initial Deposit delivered into Escrow and all interest accrued thereon shall be
immediately refunded to Buyer. If Buyer approves the Property, Buyer shall deliver written notice
of such approval ("Notice of Approval") to Seller and Escrow Holder prior to 5:00 p.m. on the
Pro%er_bL-A AAcroyal Date in which case this Agreement shall remain in full force and effect sukTect
to its terms and conditions. If Buyer does not so deliver a Notice of Termination or a Notice of
Approval prior to 5:00 p.m. on the Property Approval Date, Seller shall send Buyer written notice
of such failure and if by the date ("Termination Date") that is three (3) business days following
recp-dpt of such written notice (and the Prop loDroval Date shall be extended to the Termination
Date) Buyer still has Dot delivered a Notice of Termination or Notice of Approval, Buyer shall be
deemed to have delivered a Notice of Termination, in which case this Agreement shall
automatically terminate, Escrow shall be cancelled and the Initial Deposit, less Escrow
cancellation fees, shall be immediately refunded to Buyer.
e 5.1 Buyer's Investigation. Buyer shall be entitled to conduct such independ I
investigations as Buyer deems necessary or appropriate concerning, but not limited to, (i) Buyer
proposed use, sale, development or suitability for development of the Property; (ii) the conditi
and all other attributes of the Property, including, without limitation all improvements locat
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thereon; (iii) applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions (
requirements concerning the use, density, location or suitability of the Property or any existing c
proposed development or condition thereof, including but not limited to zoning, subdivision an
other regulations (collectively, the "Regulations"); (iv) the necessity or availability of any specifi
plan or general amendments, rezoning, zone variances, conditional use permits, building permit!
environmental impact reports, subdivision maps, public reports issued by the California Bureau c
Real Estate ("BREF') (it shall be Buyer's obligation, if applicable, to obtain all required publi
reports as a condition to offering homes to purchasers) and all other governmental perrmit:
approvals or acts (collectively, the "Permits"); (v) the necessity and existence of all dedication!
fees, charges, costs or assessments which may be imposed by any Governmental Authority i
availability or adequacy of access to the Property, or of water, sewage, gas, electrical or oth(
utilities serving the Property and (viii)the presence or adequacy of infrastructure or othc
improvements on, near or concerning the Property.
5.2 Warranties.
5.2.1 Seller's Warranties. In consideration of Buyer entering into th
Agreement and as an inducement to Buyer to purchase the Property from Seller, Seller makes t
following representations and warranties which shall be true and correct as of the Effective D
and the Close of Escrow and each of which is material and being relied upon by Buyer. For
purposes of this Agreement, including Seller's representations and warranties contained in t
Section 5.2.1, the phrase "to the best of Seller's knowledge" shall mean the current actu
knowledge of Seller, without duty of inquiry or investigation. If prior to the Close of Escro
v
in any material respect (and without waiving any of Buyer's rights or remedies hereunder a � laj
or in equity with respect to any material untruth, incompleteness or inaccuracy existing on t
known of bp Seller , i - Buk-jer shallgive Sell
written notice of same and Seller shall have seven (7) days from the date oi receipt of Buyer
a
notice (and the Closing Date shall be extended to permit the running of such seven (7) day p j
erio
("Seller Cure Period') to correct any fact or circumstance that makes such, representation
warranty materially untrue or inaccurate to Buyer's reasonable satisfaction. If Seller fails to
such correction within the Seller Cure Period, then Buyer by written notice to Seller within thr -
permit the running of such three (3) day period) shall be entitled (a) to terminate this Agreeme
and obtain a full refund of the Deposit or (b) continue this Agreement in full force and effect wi
no change in terms, but without waiving any legal, equitable or other remedies it may have again
Seller. The foregoing is not a waiver or release of any of Buyer's rights or remedies for a
material untruth, incompleteness or inaccuracy in a representation or warranty of Seller of whi
Buyer obtains knowledge after the Close of Escrow. I
(1) Authorization. To the best of Seller's knowledge, Seller
has full power and authority to enter into this Agreement and to perform all its obligations
hereunder, and has taken all actions required by law, its governing instruments or otherwise to
authorize the execution, delivery and performance of this Agreement by Seller. To the best of
Seller's knowledge, each individual or entity who has executed this Agreement on behalf of Seller
68041281 10-0024
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has the right, power, legal capacity and authority to execute, deliver and perform this Agreement
on behalf of Seller.
(2) Conflicting Agreements. To the best of Seller's
knowledge, neither the execution or delivery of this Agreement, nor the consummation of the
transaction contemplated herein, will conflict with, or result in a breach of, any contract, license
or undertaking to which Seller is a party or by which Seller or any of the Property is bound, or
constitute a default thereunder. In addition, to the best of Seller's knowledge, with respect to any
agreements which affect the Property, neither Seller nor any other party or parties to such
agreements are in default thereunder nor are there any facts that currently exist which with the
passage of time would result in any such default. To the best of Seller's knowledge, the Property
is not subject to any prescriptive easements, claims of adverse possession, encroachments or
similar rights or claims (other than the Lease, which shall be amended to exclude the Property as
of the Closing Date). In addition, to the best of Seller's knowledge, except (i) as otherwise
disclosed in this Agreement and (ii) for the Kaiser Sublease, the Property is not subject to any
leases, options or other similar rights or claims in favor of any third parties. The Property is not
subject to a Williamson Act contract or any similar agricultural agreement.
(3) Proceedings. To the best of Seller's knowledge, no legal or
administrative proceeding is pending or threatened against Seller or the Property nor are there any
other facts or circumstances which would adversely affect (i) Seller's right to convey title to the
Property to Buyer as contemplated in this Agreement or (ii) Buyer's ability to own, develop and/or
market the Property in the manner disclosed by Buyer to Seller. To the best of Seller's knowledge,
there are no condemnation or eminent domain proceedings pending or threatened with respect to
the Property.
(4) Binding Agreement. This Agreement constitutes a legal,
valid and binding obligation of Seller enforceable against Seller in accordance with its terms,
except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium and other principles relating to or limiting the rights of contracting parties generally.
(5) Violations of Law. To the best of Seller's knowledge, on
the Effective Date and Close of Escrow neither this Agreement nor the Property shall be in
violation of any law, ordinance, rule regulation, or administrative or judicial order.
(7) Assumed Obligations. To the best of Seller's knowledge,
except for obligations or responsibilities of Seller that are expressly assumed by Buyer in this
Agreement, there are no obligations or responsibilities of Seller with respect to the Property or
otherwise of any kind that are assumed by Buyer.
(9) Ownership of Property. Other than the lessor under the
Lease and Kaiser under the Kaiser Sublease, Seller is the sole and only party that owns or holds
any interest in the Property.
(10) Property Documents. To the best of Seller's knowledge,
the Property Documents and all other documents and information provided by Seller or its agents
or consultants to Buyer are complete, true and accurate and do not omit any material fact and there
690/018110-0024
14966442, 10 05/08/'0
are no other documents,f or other informationpossession or
control of Seller that would have a material and adverse effect on Buyer's ability to own, develop
and/or market the Property.
Except(11) Other Agreements. f Property
Seller has not made any commitment or representation to or entered into any agreement of any
kind with any governinent authority, or any adjoining or surrounding property owner, group or
other third yart-,,i, which be b "din on Bmier. and Seller will not make any
such re,?.resentations or
warranties or - into any such agreements which would - Property or portion
thereofprior to the Close• •w, without Buyer'sconsent.
(14) Bankruptcy. No "Bankruptcy Event" (as defined below)
has occurred with respect to Seller. There is not pending or threatened any case, proceeding or
other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or
f f• • • - • ._ .fr1 of . receiver,. trustee- custodianor official
writingfor Seller for all or any substantial part of its assets. "Bankruptcy Event" means (a) the making
by a person of a general assignment for the benefit of such person's creditors, (b) the admission in
by a person of .r to pay its or debts as they mature,
execution or other judicialof property _ which remains- or •
failure to have taken or submission to any action indicating a general inability by a person to meet
its financial obligations as they accrue.
Change.(15) Material promptly n
Seller obtains information• r make any of -i ` • or -s contained in
Sectionthis - or +
5.2.2 Buyer's Warranties. In consideration of -ller entering into this
Agreement and as an inducement to Seller to sell the Property to Buyer, Buyer makes the following
representations and warranties which shall be true and correctthe EffectiveDate r the
Close of f and each of f being• upon by prior to the
Close of •Seller determines that any representationor of
remediesinaccurate or incomplete in any material respect (and without waiving any of Seller's rights or
- f` or equity with respectto any material or
inaccuracy existing on - Effective Date, that was knownof or a f have been • of by
Buyer), Seller may give Buyer written notice of same and Buyer shall have seven (7) days from
the date of receipt of Seller's notice (and the Closing Date shall be extended to permit the running
r 1 f" • • . r If Buyer tails to make such correction within the Buyer Cure 1eriod, then Seller by wrinen notice
to Buyer within three (3) days after the expiration of the Buyer Cure Period (and the Closing Date
shall be extended to permit the running of such three (3) day period) shall be entitled (a) to
terminate this Agreement and retain the Deposit in which case Buyer shall reimburse Seller for all
third party costs incurred by Seller in connection with the negotiation and preparation of this
Agreement or r) continue this Agreement• - and effect with no change in terms, but
without waiving any legal, equitable or other remedies it may have against Buyer. The foregoing
is not or . of of _rightsr remedies r any material
i,S0i0_'S110-00''4
14966442 10 iM/09.'n -12-
incompleteness or inaccuracy in a representation or warranty of Buyer of -which Seller obtains
knowledge after the Close of Escrow.
(1) Authorization. Buyers are limited liability companies duly
formed and validly existing under the laws of the State of Delaware and the State of California and
are each qualified to transact business in the State of California. Buyers have full power and
authority to enter into this Agreement and to perforin all its obligations hereunder, and have taken
all action required by law, its governing instruments or otherwise to authorize the execution,
delivery and performance of this Agreement. Each individual who has executed this Agreement
on behalf of Buyers has the right, power, legal capacity and authority to execute, deliver and
perform this Agreement on behalf of Buyers.
(2) Conflicting Agreements. Except for the Kaiser Sublease,
neither the execution nor delivery of this Agreement, nor the consummation of the transaction
contemplated herein, will conflict with, or result in a breach of, any contract, license or undertaking
to which Buyer is a party or by which Buyer is bound, or constitute a default thereunder.
(3) Proceedings. To the best of Buyer's knowledge, no legal or
administrative proceeding is pending or threatened against Buyer nor are there any other facts or
circumstances which would adversely affect Buyer's ability to own, develop and/or market the
Property in the manner contemplated by this Agreement.
(4) Bankruptcy. No Bankruptcy Event has occurred with
respect to Buyer nor any member or manager of Buyer. There is not pending or threatened any
case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation,
dissolution or recomposition of Buyer or any member or manager of Buyer or seeking appointment
of a receiver, trustee, custodian or similar official for Buyer or any member or manager of Buyer
for all or any substantial part of its or their assets.
(5) Binding Agreement. This Agreement constitutes a legal,
valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms,
except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium and other principles relating to or limiting the rights of contracting parties generally.
(6) Material Change. Buyer shall promptly notify Seller if
Buyer obtains information that would make any of the representations or warranties contained in
this Section 5.2.2 materially inaccurate or misleading.
5.2.3 Natural Hazard one Disclosure. No later than fifteen (15)
business days prior to the Property Approval Date, the Seller will, at its sole cost and expense,
provide Buyer with a Natural Hazard Zone Disclosure required by applicable law.
(a) Notwithstanding this Section 5.2 or any other provision In
this Agreement to the contrary, nothing in this Agreement shall relieve Seller of its liability I
(a) any breach of Seller's representations and warranties contained in this Agreement and/
documents executed and delivered by Seller at or contemporaneously with the Close of Escro
6N/029110-0024
1496644110 05/08/20 -13-
thirdOWN
persons or obligations t• third parties with respect• matters which arose or accrued duri
Escrow.Seller's ownership of the Property, or (t) Seller's acts or omissions from and after the Close
• Notwithstanding this Sectionor other provision
Escrow.this Agreement to the contrary, nothing in this Agreement shall relieve Buyer of its liability
(a) any breach of Buyer's representations and warranties contained in this Agreement and/
documents executed and delivered by Buyer at or contemporaneously with the Close of Escro
(b) any breach by Buyer of its covenants in this Agreement, (c) Buyer's fraud, (d) any matter f
which Seller is to be indemnified by Buyer under this Agreement, (e) any of Buyer's liabilities �]
third persons or obligations to third parties with respect to matters which arise or accrue duri
Buyer's ownership of the Property, or (f) Buyer's acts or omissions from and after the Close
INMMFU
r ,
5.4 Seller's Additional Covenants. Seller hereby covenants and agrees that:
Seller will '....•t (wromote. siverti .. markcl transfer lease or conveof the Pro%ulp or enter
into any agreement to promote, advertise, market, transfer, lease or convey any of the Property or
modify or amend any lease as to the Property; (b) will not enter into any agreement, that will be
or purport to be binding on the Buyer or the Property subsequent to the Close of Escrow; (c) except
Rl Bm-,Aer's reAluest. Seller will not take, aip.%rove or consent to anvA action or omission that would
change the zoning, use, permits or entitlement of or for the Property; and (d) shall not record or
cooperate in the recording against the Property or any portion thereof, of any lien, encumbrance,
agreement, easement, right of way or other matter without Buyer's written consent.
lanffc�
r'
5.6 Disclaimers Bv Seller. Except as expressly set forth in this Agreement
including the representations and warranties set forth in Section 5.2. 1, it is understood and agreed
!h Q-eller and Seller's officers officials. members, a gnts resentatives or emvlokxes have not
at any time made and are not now making, and they specifically disclaim, any warranties,
representations or guarantiesof any kind or character, express or implied, with respectf the
Property, including, but not limited to, warranties, representations or guaranties as to (a) matters
of title, (b) environmental matters relating to the Property or any portion thereof, including,
without limitation, the presence of hazardous materials in, on, under or in the vicinity of the
Property, (c) geological conditions, including, without limitation, subsidence, subsurface
conditions, water table, underground water reservoirs, limitations regarding the withdrawal of
water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and
•; #' r i i ` ! r • • ' f ` i f 1 •' • is
prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions,
joil rejairs, soil additions or conditions of soil fill, or
species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to
which the Property or any portion thereof
be
subject,availability of any utilities to the
6SWO281 W-0024
14W442.16905`( !-10 -14-
Property or any portion thereof including, without limitation, water, sewage, gas and electric,
0) usages of adjoining property, (k) access to the Property or any portion thereof, (1) the value,
suitability, structural integrity, physical condition, operation, title to, or physical or financial
condition of the Property or any portion thereof, or any income, expenses, charges, liens,
encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof,
or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning
ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage
tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity
of the Property, (p) the potential for further development of the Property, (q) the merchantability
of the Property or fitness of the Property for any particular purpose, (r) compliance of the Property
VA"rg
or (t) the operation, repair or financial matters and any other matter or thing with respect to the
Property.
5.7 Sale "As Is, Where Is"'. Buyer acknowledges and agrees that up
Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property "AS I
WHERE IS, WITH ALL FAULTS," except to the extent expressly provided otherwise in th
Agreement. Except as to the extent expressly provided otherwise in this Agreement, Buyer h
not relied and will not rely on, and Seller has not made and is not liable for or bound by, a
express or implied warranties, guarantees, statements, representations or information pertaining
the Property or relating thereto made or furnished by Seller, or any property manager, real esta
broker, agent or third party representing or purporting to represent Seller, to whomever made
given, directly or indirectly, orally or in writing. Buyer represents that it is a knowledgeab
experienced and sophisticated buyer of real estate and that, except as expressly set forth in th
Agreement, it is relying solely on its own expertise and that of Buyer's consultants in purchasi
the Property and shall make an independent verification of the accuracy of any and all documen
and information provided by Seller. Buyer will conduct such inspections and investigations of t
Property as Buyer deems necessary, including, but not limited to, the physical and environment
conditions thereof, and shall solely rely upon same when acquiring the Property. If Buyer fails
terminate this Agreement prior to the expiration of the Feasibility Period, Buyer acknowledg
VXMI MMMMUviti-4 V. itw-aw. fftwmafi�w A ' . peRIPT
Buyer deemed necessary to satisfy itself as to the condition of the Property and the existence
non-existence or curative action to be taken with respect to any hazardous materials on
assume the risk that adverse matters, including, but not limited to, adverse physical or constructi
defects or adverse environmental, health or safety conditions, may not have been revealed
t
e
c
x
rl
0
1 a
n
s
'e*
s t s t
e r n u
0
c
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e•
cti revea ed
Buyer's inspections and investigations. Buyer hereby represents and warrants to Seller th
(a) Buyer is represented by legal counsel in connection with the transaction contemplated by th
n
Agreement; and (b) Buyer is purchasing the Property for business, commercial, investment
other similar purpose. Buyer waives any and all rights or remedies it may have or be entitled t
j
deriving from disparity in size or from any significant disparate bargaining position in relation
Seller.
I I M
10111 no MA Ivy 0112 Koji M DILYKA LVA 01 IMAVA811IM-1 8111M.1011 MIN Dim
M
6W'0'8 I 10-00'4
14966442, 10 05/08/20 -15-
.6 CA T T -T] 1g-FZT'='J A# JK)nf VTT-rL T M TT -S, TO 4 1fflICYC11,10
HOLDS IN A FINAL JUDGMENT THAT A CLAIM IS CAUSED BY THE WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE OF SELLER.
SELLER'S INITIALS BUYER'S I TFIAL'S'
5.8 Seller Released from Liabilily. Except for the representations set forth in
• 5.2.1 of this Agreement and the exclusions set forth in Section 5.2.4 of this Agreement,
Buver acknowled es that it will have the o ortini.6 to insiect the Proierty durin& "he Feasibili6
existing conditions and the opportunity to conduct such investigation and study as Buyer deems
necessary, and except for the representations, warranties, covenants, and agreements set forth in
this Agreement, Buyer hereby forever releases and discharges Seller from all responsibility and
ilbiii relafivg-b
welo"JILM NO WIN,
materials or other materials or substances that have •` • may in the future be determined to •
toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated,
handled and/or removed from the Property under current or future federal, state and •;: laws,
regulations or guidelines, and any structural and geologic conditions, subsurface soil and water
conditions and solid and hazardous waste and hazardous materials on, under, adjacent to or
otherwise affecting the Property) or its use and operation. Except for the representations,
warranties, covenants, and agreements set forth in Section 5.2.1 • this Agreement • the
exclusions set forth in Section 5.2.4 of this Agreement, Buyer further hereby waives (and by
closing this transaction will be deemed to have waived) any and all objections, complaints and
actions (including, but not limited • federal, state and local statutory and common law based
actions, and any private right of action under any federal, state or local laws, regulations or
guidelines • which the Property is •, may '•" subject. is further hereby expressly assumes the
risk and changes in applicable laws and regulations relating to past, present and future
environmental conditions on the Property and the risk that adverse physical characteristics and
conditions, including, without limitation, the presence of hazardous materials or other
contaminants, m aled by its investigation. 4AIX I 1�
SELLER'S INITIALS BUYER'S INIT.IAI,S
680/028110-0024
14966442.10 a05/08/20 -16-
•' 1 1. �1. .�• • • • r
i• r. •' r i r y i y s i .� ■.. r
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r • r • "'• • • s � r
r ron I HIMS UI91 a
•, •
6.2 Right to Cure. Buyer shall be deemed to be in default under th
comply with, or perform any material covenant, agreement, or obligation required on its pa
including the deposit or delivery of any funds, within the time limits and in the manner requir
Seller has given Buyer written notice describing the nature of the default, and Buyer as faile
cure such default business days after• of • . s t _ curi
of such default cannot reasonably be accomplished within such ten (10) business d period
680/015110-0024
t4G66442.10 iM/H(20 -17-
r
ten (10) business day period and diligently pursues same to completion).
9000i r�
7.1 In the event that Seller fails to perform any of the material covenants or
agreements contained herein which are to be performed by Seller, Buyer may, at its option and as
its exclusive remedy, either (i) terminate this Agreement by giving written notice of termination
to Seller whereupon Escrow Holder will return to Buyer the Deposit and both Buyer and Seller
will be relieved of any further obligations or liabilities hereunder, except for those obligations
which expressly survive any termination hereof, or (ii) seek specific performance of this
Agreement. Except as specifically set forth in this Section 7.1, Buyer does hereby specifically
waive any right to pursue any other remedy at law or equity for such default of Seller, including,
without limitation, any right to seek, claim or obtain actual damages, punitive damages or
consequential damages.
7.2 Right to Cure. Seller shall be deemed to be in default under this Agreeme
if Seller fails, for any reason other than Buyer's default under this Agreement, to meet, comp
with, or perform any material covenant, agreement, or obligation required on its part; provid
that no such default shall be deemed to have occurred unless and until Buyer has given Sell
written ] notice describe of the default.. and Seller has failed to cure such default with
ten (10) business days after the receipt of such notice (unless the curing of such I
default cann
reasonably be accomplished within such ten (10) business day period in which case the de a
shall be deemed cured if Seller commences to cure such default within such ten (10) business d
period and diligently pursues same to completion).
8.1 Presentation of Re -Sale Ov ' i)ortunities: Buyer shall present to Seller ea
signed letter of intent ("LOT') and/or proposed purchase and sale agreement ("PSA") that
receives and/or proposes for all or a portion of the Property. Until April 30, 2025 any sale whe
the sale price per acre equals or exceeds the "Presumed Value" (as defined in Section 8.2 belo
sli.911'16e c*nclu-,ive1v -ioresirneii- to constilite 2. f?,ir -tuzrVet v0ne. For all vrSri sed sales with a s a
I$j# LIP-0 $1W IN I" K-GK6Q-J 111ITMI I Nil 9 KANII 111 WORK Art Her-Mr4w-jour, NVII I IN I IM I ki" 97-J I UJ I MIUM UNU 1111111, 1 1 JilJ1 l
•
a reasonable value. The 1
gross proceeds of all portions of the Property sold by Buyer in accordan
1 with this Section 8. 1, less escrow fees and customary closing costs, shall be referred to as the "Sa
Proceeds."
8.2 Owner lises: If Buyer seeks to develop all or any portion of the Properta
then, prior to commencing any physical development of such portion, Buyer shall notify Seller 41"
Buyer's intent, and the deemed sale price per acre shall be ONE MILLION SEVEN HUNDRE
TWELVE THOUSAND THREE HUNDRED FORTY-THREE AND 60/100 DOLLA
($1,712,343.60) ("Presumed Value"). The value of all portions of the Property used by Buyer
accordance with this Section 8.2 shall be referred to as the "Use Proceeds." I
680/028110-0024
14966442. 10 a05/08/20
Buyer neither sellsnor develops or portion of "
Property by i 1' 2025,• • portion of - Property be valued at the Presumed
Value.- value of all unsold portions of ` Property • i.nce with this Section i
.3 shall
be referred to as the "Remaining Proceeds."
8.4 Division of Proceeds Above the Division Threshold. The sum of the Sa
Proceeds, the Use Proceeds, and the Remaining Proceeds shall be referred to her , t
"Proceeds." Sale Proceeds shall count toward total Proceeds upon close of the sale by Buyer
each portion of the Property sold to a third party. Use Proceeds shall count toward total Procee'l
upon commencement of physical development of each portion of the Property developed by t
Buyer. Remaining Proceeds shall count toward total Proceeds as of April 30, 2025. Buyer sha
retain all Proceeds up to the Division Threshold. Buyer and Seller shall equally split (50150) a
s.5 Hotel Development C1 Buyer shallaside land necessary to
develop the Hotel Development defined in Section 1.43 of the Tierra Luna Development
Agreement by • between CITY OF DOWNEY and Buyer, dated on or about i
("Hotel Development Site"). Seller and Buyer agree that the set -aside land shall only be developed
with the Hotel Development, notwithstanding the fact that other uses may be permitted on the
Ground Lease Property by r- ' be i`• and Buyer
Hotel Development shall not proceed until Seller and Buyer make a determination, based on
C of • all relevant market forces,• • of •` Development
is a reasonablyprudent business decision. The obligations of • 8.5 shall remain in
effect following, and shall survive, the termination of this Agreement, unless and until Seller
agrees in writing that another use may be developed on the Hotel Development Site. A
Memorandum of s • - Development •r • r • a-t
within thirty i •. i • execution of • • _
8.6 Remedies: Notwithstanding anything to the contrary in this Agreement,
remedies for breach of the provisions of this Section 8 shall be damages or other monetary relief,
provided, • - the amount of damages or other monetary.f (however characterized)
awardable shall be capped at the fair market value of the portion of the Property subject to a
dispute.
8.7 Survival of Oblii!ations: The obligations set forth in this Section 8 shall
• • f E 4 e r• ur• . • . •, - • , • , vf-
(i) the sale or use
by Buyer of of Property, or r ('
notice9. Notices. Any • be given hereunderto either Party or • Escrow Holder
be in writing and shall be given either by personal delivery, facsimile, federal express (or similar
630,'0281i0-0 `4
149 6442.10 i05/04('0 -19-
overnight delivery service), overnight courier or by depositing such notice in the United States
virst cl,9,ss -uail. certifiot. with re -Writ Zid and addressed as follows:
SELLER: The City of Downey
I I I I I Brookshire Avenue
Downey, CA 90241
Attn: City Manager
1=60 I I I 15FOA612 I
With Copy to Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
Attn: Jeffrey T. Melching
Phone No.: (714) 641- 5 100
Fax No.: (714) 546-9035
BUYER: c/o Industrial Realty Group, LLC
I I I I I Santa Monica Boulevard, Suite 800
Los Angeles, California 90025
Attention: John A. Mase
Phone No.: (310) 806-4434
Fax No.: (310) 473-8702
With a copy to: Fainsbert Mase Brown & Sussman, LLP
I I I I I Santa Monica Boulevard, Suite 810
Los Angeles, California 90025
Attention: Jerry A. Brown, Esq.
Phone: (310) 473-6400
Fax No.: (310) 473-8702
Escrow Holder: [CHICAGO TITLE
INFORMATION]
Attn:
Phone No.:
Fax No.:
-C71 -fffl —ffcTj-C7jFCM
C I VIM_ V
effectively served or delivered seventy-two (72) hours following the deposit of such notice in the
United States mail in the manner set forth above. If any notice or other document shall be sent by
facsimile, it shall be deemed to have been served or delivered upon electronic confirmation of
transmission; provided that it is confirmed by a follow-up notice using approved methods
680/029110-0024
14Q6644' 10 ao?/OR0 L -20-
hereunder• (72) hours and provided . to the foregoing
transmission occurs on a weekend or holiday or after 5:00 p.m. on a weekday, it shall be deemed
to have been received at 8:00 a.m. on the immediately following business day.
10. Attorneys' Fees. If any Party to this Agreement shall bring any action
proceeding for any relief against the other, declaratory or otherwise, in any way arising out of
• • i • ` • • ` • • r . • • _
incurreda reasonable sum for attorneys' fees and costs (including without limitation expert witness fee
in bringing or defending such actionor • ee • or enforcing any judgmentgrantctherein, all of which shall be deemed to have accrued upon the commencement of such action (
proceeding and shall be paid whether or •t such action or proceeding is prosecuted s fin
judgment. Any r • order entered in such actionor proceeding specif
incurredprovision providing for the recovery of attorneys' fees and costs, separate from the judgmer.
in enforcing suchjudgment.prevailing Party shall be determined bof
based u(con an assessmentof ' t guments or %positions taken- • • --• J.
could fairly be said to have prevailed over the other Party's major arguments or positions on maj (
disputed • the purposes of this Section,•include,•
incurredfees in the following:• i+ • •ns; (2) contempt proceeding
(3) garnishment, levy • debtor and third -party ` • 4 discovery; an:• bankruptc
litigation.
11. Miscellaneous.
i 11 11 • .•'• i • i •• • . ' i • •
11.2 Construction ee e . The provisions of this Agreement shall not
be construed in favor of or against either Party, but shall be construed as if both Parties prepared
this Agreement.
11.3 Headings. The Section headings of this Agreement are only for
convenience and shall not be deemed to limit the subject of such Sections or to be considered in
their construction.
11.5 Time of the Essence. Time is of the essence of each and every provision
of this Agreement.
additional papers, documents and other assurances, and shall do all acts and things reasonab
necessary in connection - performance of ` obligations uni- • -` - to ca
out of Agreement.
11.7 No Waiver. No waiver by a Party of a breach of any of the te
covenants, or • • of Agreement by other shall be • : `• or • to11
of any succeeding or preceding breach of the same or any other term, covenant or condilti
680(025110-0024
14466442.10 a06(09420 -21-
contained herein. No waiver of any default by a Party shall be implied from any omission by the
other Party to take any action on account of such default if such default persists or is repeated and
no express waiver shall affect a default other than as specified in such waiver. The consent or
*Yi v,'� ze� �T-t4x—s4 o47za&i7r,*r zy)�nIq-21
shall not be deemed to waive or render unnecessary the consenting Party's consent or approval to
or of any subsequent similar acts by the other Party.
11.8 Severability. If any portion of this Agreement is held by any courtrI
competent jurisdiction to be illegal, null, void or against public policy, the remaining portions
permissible by law, but only to the extent that performance of such remaining provisions wou
not be inconsistent with the intent and purposes of this Agreement. i
11.9 Gender and Number. As used in this Agreement (unless the context
requires otherwise), the masculine, feminine and neuter genders and the singular and the plural
include one another.
11.10 Entire Agreement. This Agreement constitutes the entire agreement
between the Parties pertaining to the subject matter hereof and all prior and contemporaneous
agreements, representations, negotiations and understandings of the Parties, oral or written,
(including, without limitation any letters of intent or understanding) are hereby superseded and
merged herein. The preceding sentence shall not affect the validity of any instrument executed by
the Parties in the form of the exhibits attached to this Agreement.
11. 11 Survival. All covenants, agreements, representations, warranties and
indemnities contained in this Agreement shall survive the execution and delivery of this
Agreement and the Close of Escrow and the delivery and recordation of all documents or
i-xstruments in connection therewith.
11. 12 Time References. Unless otherwise expressly provided in this Agreement,
any reference in this Agreement to time for performance of obligations or to elapsed time shall
mean Pacific Standard Time and time periods shall mean consecutive calendar days, months or
years, as applicable. If the date ("Performance Date") on which any action is to be taken, any
obligation is to be performed, or any notice is to be given under this Agreement falls on a Saturday,
Sunday or federal holiday, such Performance Date shall be automatically extended to the next
business day. As used in this Agreement, "business day" means any calendar day that is not a
Saturday, Sunday or federal holiday. The time for performance on any Performance Date shall be
no later than 5:00 p.m., unless otherwise provided in this Agreement.
11.13 Incorporation of Exhibits. Except as intentionally omitted, all exhibits
attached hereto and referred to herein are incorporated into the Agreement as though fully set forth
herein.
11.14 Condemnation. As used in this Section, "condemnation" or "condemne
shall mean the exercise of, or intended exercise of the power of eminent domain expressed
writing, or the filing of any action or proceeding for such purpose, by any person, entity, ci
body, agency or authority having the right or power of eminent domain ("Condemnil
680,'023110-0024
14966q4'-, 10 0�109/20 -22-
Authority") and shall include a voluntary sale by Seller to any such Condemning Authority, either
under the threat of condemnation or while condemnation proceedings are pending. If any portion
of the Property and/or any improvements thereon shall be condemned prior to the Closing Date,
Seller shallr • r # of . and. oDtion. exercisable
i..'. • t • - -.1 # . . •I s # _ • ` _, - ... • _..
forthwithin said fifteen (15) day period, to either proceed with Closing (upon the terms hereinafter set
Agreement) or • terminate this Agreement, •- event and Buyer
returnedthereupon be released from any and all liability hereunder and the Deposit shall be immediately
to Buyer by Escrow Agent.
Buyer to notify Seller of election,
be deemed an election to terminate this Agreement and the Deposit shall be promptly refunded to
Buyer. If Buyer elects to proceed with the Closing, then, at the Closing, Buyer shall pay the full
Purchase Price for the Property as herein provided. Additionally, if Buyer elects to proceed with
the Closing, then Seller shall assign to Buyer all of Seller's right, title and interest in and to any
condemnation award related to the portion of the Property condemned.
hereby
11.16 Venue. In the event of any legal action to enforce or interpret this
Agreement, the sole and exclusive venue shall be the Superior Court of the County and the Parties
` to and f• hereby submitto the jurisdictionof •
Counterparts.11.17 Agreement may1` executed in counterparts,of
shallwhich be deemed • I but of r ether shall be • i as • -
11. 18 Assignment. Except as provided below, Buyer may not assign its rights or
obligations underAgreement with• prior written• - of • `
be withheld in the sole discretion of Seller; provided, however that before or after the Opening of
this
reement to an entity (a) in connection with the sale of all or substantially all of the assets
of Buyer or . r, of • or • such entity;i which is . partnership of Buyer
or
Agreemententity is the managing member and which Buyer holds an ownership interest and any other entity
lender and where Buyer retains the ability to construct residences on the Property and an option to
reacquire residential lots in the Property prior to sale to the public (an off balance sheet
transaction). Buyer shall provide Seller with written notice of any such assignment.
11. 19 No Third -Party Beneficiaries. Notwithstanding any provision contained
in this contrary,Agreementr f as and shall be deemed to ban
theory,agreement for the sale of assets and none of the provisions hereof shall be deemed to create any
obligation or liability of any person that is not a Party, whether under a third -party beneficiary
r to transferee liabilities or otherwise. Except as provided otherwise
Agreement, Buyer shall not assume and shall not be obligated to discharge or be liable for any
debts, .r or obligations of `ller including, but -f to, any (a) liabilities or
68W028110-00'4
l 4Gf16442,10 aO5iffi_'O -23-
TTT
) N F F7I1V TLM7, INTV, N007,17 I 1 TV #17711 011CA VILD 1S� �'C WMIY aCLS,
events or transactions occurring prior to, on or after the Close of Escrow, (c) liabilities or
obligations of Seller for any federal, state, county or local taxes, or (d) any contingent liabilities or
obligations of Seller, whether known or unknown by Seller or Buyer. Except as provided
otherwise in this Agreement, Buyer shall have no duty whatsoever to take any action or receive or
make any payment or credit arising from or related to any services provided or costs incurred in
connection with the Proptnty-prior to the Close of Escrow, includin- but not limited to., any matters
relating to cost reports, collections, audits, hearings, or legal action arising therefrom.
11.20 Exchange Cooperation. Buyer and Seller agree to cooperate with ea
other in accomplishing a tax -deferred exchange for either party under Section 1031 of the Intern
Revenue Code, which shall include the signing of reasonably necessary exchange document
,vrovided_hDm neith arty shall incur anx a4di.Monal liability, or financiaLobligatiol
as a consequence of su b exchange, (ii) such exchange shall not delay the Closing Date, a
(iii) neither Party shall be required to take title to any property as part of an exchange other th
Buyer receiving title to the subject property herein. This Agreement is not subject to or continge
upon either Party's ability to effectuate a deferred exchange. In the event any exchan
contemplated by either Party should fail to occur, for whatever reason, the sale of the subje
property shall nonetheless be consummated as provided herein.
11.21 Nonliability. The Parties agree that, in the event any Party is a corporation
or a limited liability company, neither the directors, officers, employees, shareholders, members,
managers, (and the members and managers of such members or managers), nor any agents of any
such corporation or limited liability company 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, members, managers, (and the
members and managers of such members or managers), or agents, whether disclosed or
u-i4iscloset.
680/018110-00-74
14966442-10 105/08/20 -24-
[SIGNATURE PAGE TO
SALE A GREEMENT AND ESCR 0 W INSTR UCTIONS]
RTMgmi�i m=-
THE CITY OF DOWNEY, a HOLDINGS DOWNEY, LLC, a
California municipal corporation Delaware limited liability company
By: Holdings SPE Manager, LLC, a
By: Delaware limited liability company
Mayor Its: ai -r
By:
"Seller" John se
D.a 'sc
Its: Cliiel'Executive Officer
APPROVED AST FORM: IRG DOWNEY, LLC, a
California limited liability company
[*.)'y: IRG 111, LLC, a
Delaware limited liabty company
Its: Managing Member
By: S.L. Properties, Inc., a
Delaware corporation
Its: 11ager
Y® 4.
By
John A. Ma e
Its: Ciiief'Execulive Officer
IfflTyny-A-Im
680/028110-0024
14966442. 10 a05/08/20 -25-
/SIGNA TURE PA GE TO
SJLE A GREEMENT AND ESCRO
THE CITY OF DOWNEY, a
California municipal corporation
By:,
Mayor
"Seller"
HOLDINGS DOWNEY, LLC, a
11111111 - - . .. . , I --- ,
•
By: Holdings SPE Manager, LLC, a
Delaware limited liability company
Its: Manager
Ln
John A. Mase
Its: Chief Executive Officer
IRG DOWNEY, LLC, a
Gzlifomia limited liabilitiv com .&�an�
By: IRG III, LLC, a
Delaware limited liability company
Its: Managing Member
ATTEST' By:
B Y.
AIR V A. UAR� D� TE, CM
CITY CLERK
•
680/028110-0024
14966442.10 a05/08/20 -25-
kwMMP - = N
III.yo,�m0I &-jX ow-M I
Its: Manager
M
John A. Mase
Its: Chief Executive Officer
"Buyer"
10,142011
680/018110-0024
14966442, 10 05/09/20 EXHIBIT "A"
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680/028110-0024
14966442.10 a05/08/20
LEASE AMENDMENT
60/0PS 110-0024
14966442 10 DS/W20
UMME�111111111il : 1 11 MIEWM-01
'Mis '11fir1 Amendment to Agreements in Ground Loase (this ... MOM
Amendment") is made as of this _ day of . 2020, by and between TUIIE CI
OF DOWNEY a municiLcal cm(Noration of the State of California Landlord"Iand HOLDIN
DOWNEY, LLC, a Delaware limited liaty company ("lIoldings Downeand I
DOWNEY '. I.T.C.. a California limited liaty company ("IRG Downey") (collecti
"Tenant"),
INCINVIVI
A. Landlord and Industrial Realty Group, LI.C. a Nevada limited liabilm
EUMV ), PtUbUAIJU LU VT= UMMIUM ICUSCII, to 19111�,Uldl ICIRUIL VQ[t, real property described therein (the "Property") that was fornierly a part of the NASA Industi
Plant in Doxvney, California. A true and correct copy of die Original Ground Lease is attacliz
hereto as 'ENhibit ".AL" and incorporated herein by reference. M
B. Landlord and PCCP IRG Do-wricy, LLC, a Delaware limited liability
Amendment to Agreements in Ground Lease, dated on or about March 15, 2012 ("First
Amendment"). A true and correct copy of the First Amendment is attached hereto as FXhibil
"B" and incorporated herein by reference.
C. Landlord and Prior Tenant entered into a Second Amendment to
true and correct copy of the Second Amendment is attached hereto as Exhibit "C" and
incorporated herein by reference.
D. Landlord and Prior Tenant also entered into die Tierra Luna Development
ftraement. da0ed on or about March 15 2012 as amende t"Develoi-iment Aj�mment"I, A true
and correct copy of the Development Agreement is attached hereto as Exhibit I'D" mid
incorporated herein by reference.
E. PCCP Downey and Holdings Downey entered into an Assignment and
copy of the Assignment is attached hereto as.Exhlbil "E" and incorporated herein by reference.
I ". Ilie Original Ground Lease, First Amendment, Second Amendment,
Development Agreement. and Assignment contain various ongoing rights mid obligations.
G. All capitalized terms used herein but not herein defined shall have the
meanings ascribed to such ternis iri the Original Ground Lease, First Amendment, Second
Amendment and Development Agreement.
H. Concurrent with this Third Amendment, Landlord, as seller and Tenant, as
buyer, have entered hito a Sale Agreement and Escrow Instructions ("Sale Agreement"), which
Sale Agreement provides for the sale of an 9.76 acre portion ofthe Ground Lease Property ("South
690/028110-0024
14966442.10 a05/08/20
Parcel") from Landlord to Buyer (the "South Parcel Sale"). A true and correct copy of the Sale
Agreement is attached hereto as 1 xhlbll "F" and incorporated herein by reference. The South
Parcel is described and depicted on Exhibit "G",
I. To facilitate the South Parcel Sale, Landlord and Tenant desire to terniinate
the Lease as to the South Parcel, while continuing the Lease as to the remaining 10.93 acres that
comprise the Ground Lease Property ("North Parcel"). The North Parcel is described and
depicted on Exhibit "It".
addition to modifying the definition of the Ground Lease Property, this
L modifii -s the rent under the I -ease, ��) extends the tenn q&
the Lease, (iii) modifies the provisions relating to future rent increases under the Lease, (iv)
•
am,,fifiesl,e"I acknowledges the passibifiW
16ge enlill owent cligges on the North Parcel. and (w) discusses ternis of potential sale o
6f the
h,1M-jijVV,TM1MM M MIRM
K. Landlord and Tenant now desire to enter into this Third Amendment
imend some of the rights and obligations specified in the Original Ground Lease, Fi
Amendment, and Second Amendment, all subject and pursuant to the term% and conditions .12
rorth in this Third Amendment below- The Original Ground Lease, as amended by the HE
mendment, the Second Amendment, and this'111ird Amendment, is hereinafter referred to as QM
NOW, THEREFORE.. For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree to amend, modify
and/or supplement the Original Ground Lease, the First Amendment. and the Second Amendment
as of the Third Amendment Effective Date (defined below) as follows:
1. Effective Date. The effective date of this Third Amendment shall be the
Closing Date, as that term is defmed in the Sale Agreement (the "Tkird Amendment Effective
Tate"). The Third Amendment E ffective Dale will be reflected in an Amended Memorandum of
Section 16.13 of the Original Ground Lease.
2. ;Nckwwl oement uid Awrovil of -,Assi&jumzal,: Landlord hereby
acknowledges and approves the Assignment.
3. Modification to Gronnd [,caw Property. Notwithstanding Section 1.01 of
MMI an I
6131%i i to the 04 inal CrouTd 1,-asc shall have no further force- effect or atmlication under
1111FO-Mi .
so
680/028110-0024
14966442.10 a05/08/20
4. Tenn: Notwithstanding Section 2.01 of tile Original Ground Lease, unlel Le.
earlier tonninatcd in accordance with the provisions of this Lease, tile term of I li
expire at 11:59 p.m. oil the day preceding tile ninety-nindi (99th) anniversary of tile Thi
Amendment Effective Date (tile "Amended Exp"tion
5. Rent: All real prop crty that is included in the South Parcel, whether subject
T
*4-t�,%WQWW , "ai" r-W&1-11,WPiWWs
Ground Lease, shall be, from and after the Third Amendment Effective Date, excluded from the
rental calculation Linder the Lease causing a reduction in the Base Rent of 44.4896%.
'Un1willistand' 1 11 .. co-ftwli in the I.ealh-, from and after UJUA22, 2072. the rent
kVA="V-WJi - i
and Tenant acting in good faith.
6. Earlv 'rennination: From and after the Third Amendment Effective Date,
Section 2.03 of the Original Ground Lease (and all amendments thereto in the First Amendment
and the Second Amendment) shall be replaced in full as follows: "2.03 Larly Tennination:
Notwithstanding Section 2.01 to the contrary, this Lease shall terminate oil April 30, 2025 (tile
"Fa rly Termination Date") as to all portions of the Ground Lease Property that have not been
sold, have not been converted to a use that is permitted by the specific plan applicable to the North
Parcel (as it may be amended, and other than a studio production facility/back-lot), and/or are not
then tinder construction for conversion to a use that is pennitted by the specific plan applicable to
the North Parcel (as it may he amended, and other than a studio production facility/back-lot)".
7. ConveiN�ion: Notwithstanding Section 3.02 of the Original Ground Lease,
as modified by Section 5 of the Second Amendment, the removal of the South Parcel from the
Ground Lease Property and potential development of such South Parcel shall not eliminate
Tenant's right- to convert the North Parcel in a maximum of four phases anytime between the
Commencement Date and the Early Tennination Date.
8. PhAnnii a mid Permitting: Landlord shall work in good faith to
expeditiously process Tenant's plans and permits for development of the North Parcel.
9. Land Use Modification`: The North Parcel is currently entitled for office,
medical office, retail and hotel uses. If Tenant pursues of to modify the land use entitlements,
Landlord willwork in good faith, at no cost to Landlord, with Tenant to support mixed -use
development of the No Parcel, which may include a combination of office, medical office, retail,
hotel, and residential uses. Notwithstanding the foregoing, nothing in this Third Amendment is
intended as or shall be construed as a pre -commitment to approve any proposed modification to
the entitlements for the North Parcel. Landlord, its City Council, its Planning Commission, and
its officers acting in a discretionary capacity reserve the right to approve, deny, or condition any
entitlement proposal for the Nortli Parcel as they deem necessary and appropriate, so long as such
discretion is exercised in accordance with applicable laws.
10. Marketing:, Ri0its and Ftilur*:Sakol'gill or Portions of the North Parcel:
Tenant may market the North Parcel (or any portion thereof) for sale to potential buyers, so long
In
680/028110-0024
14966442.10 a05/08/20
1 .11 . ), 141 T.MMT;JJ
1 ennination DART-T-en-aiff -KnUM present to Eandloid caen signea letter ol intent ( 1-91t-1-anaLoy-
use is acceptable to The Landlord and (fli) 1-indlord and Tenant have mutually agreed, in their
respective sole and absolute discretion, to a division of the proceeds frorn each Proposed North
Parcel Sale. Landlord may, in its reasonable discretion, (i) demand that Tenant produce an
appraisal or other property valuation for the each portion of the portion of the Ground Lease
reasonable timeframe - an appraisal or other property valuation for such portion ofthe Ground
Lease Property, or (iii) both and (the "Value Validation-). Tenant may propose a sale
of all or a portion of the North Parcel to itself, subject to the same processes, procedures, and
limitations set forth in this Section 7; provided. hoii,evar, that Landlord retains the sole and
absolWe discretion to awrove or rciect a gaoscd sale irice as well as the 4ortion of the net
to this Section 7, the parties shall process such amendments to the Lease as are necessary and
anroy,riate to remove such vortion of the North Parcel from the Ground Lease Prov - aid to proportionately reduce the rent payable for such removed portion of the North Parcel.
]L Hold From and after the Third Amendment Effective Datc,
the "I lotel Development" provisions in Section 6 of the Second Amendment shall have no her
force or effect.
12. Notice: Section 16.05 of the Original Ground Lease, as amended by
Section 7 of the Second Amendment, is amended to replace Tenant and ats counsel with the
following;
Tenant: c/o Industrial Realty Group, Inc.
I I I I I Santa Monica Boulevard, Suite 800
Los, Angeles, California 90025
Attn: John A. Mase
Fax: (310) 473-8702
With a copy to; Fainsbert Mase Brown & Sussman, LLP
I 1111 Santa Monica Boulevard, Suite 810
Los Angeles, California 90025
Attention: Jerry A. Brown, Jr., Esq.
FAX: (310) 473-8702
WON
constitute one and the same instrument.
MI
680/028110-0024
14966442.10 a05/08/20
14. Further Assurances. Each of the Parties shall execute and deliver all
additional papers, documents and other assurances, and shall do all acts and things reasonably
necessary in connection with the performance of their obligations under this Third Amendment to
carry out the intent oft is Third Amendment.
15. Goveraine Lmv. '. This Third Amendment is made under and shall be
construed pursuant to the laws of the to of California.
IR
680/028110-0024
14966442. 10 OVUM
IN WITNESS WHEREOF, Landlord and Tenant hereto have executed this Th
Amendment the date and year first above written. I
CITY OF DOWNEY
By:
UID1 i,
By: Holdings SPE Manager, LLC,
a Delaware limited liability company
Its: Manager
By:
�. �-M I �
r.
"TENANT"
IRG DOWNEY, LLC,
a California limited liability company
By: IRG 111, LLC,
a Delaware limited liability company
Its: Managing Member
By: S.I- Properties, Inc.,
a Delaware corporation
Its: Manager
W
680/028110-0024
14966442,10 a05/08/20
m
680/028110-0024
14966442.10 a05/08/20 'g®
H•-
6SIV0281 10-0024
14966442, 10 @05/09/20
-- - ----- - -------------------
(SpaceAbove`or Recovder's Use)
MEMORANDUM OF SALE AGREEMENT
This Memorandum of Sale Agreement is made on 2020, by THE CITY
OF DOWNEY, a California municipal corporation ("Seller"), and HOLDINGS DOWNEY, LLC,
a Delaware limited liability ("Holdings") and IRG DOWNEY, LLC, a California limited liability
company ("IRG" and, collectively with Holdings, "Buyer").
R E C I T A L S:
A. Seller is the owner of certain real property in the City of Downey, County of Los
Angeles ("County"), State of California, more particularly described in Exhibit "I" hereto
("Property").
B. Seller desires to sell the Property to Buyer, and Buyer desires to acquire ths
V"roperty from Seller, for Buyer's further sale or development on the Property.
■
THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Seller agrees as follows:
1. Agreement. Seller has agreed to sell the Property to Buyer in accordance with the
terms of that certain unrecorded Sale Agreement and Escrow Instructions dated
, 2020 ("Agreement') executed by Buyer and Seller the terms of which are
incorporated herein by this reference. Unless otherwise expressly provided herein, all capitalized
terms and phrases in this Memorandum shall have the same meanings given such terms in the
Agreement.
2. Additional Consideration. Pursuant to the Agreement, Buyer has agreed to
provide Seller, as additional consideration under the Agreement, with a portion of the Proceeds
from the further sale or use of the Property by Buyer.
3. Interpretation. The purpose of this Memorandum is to give notice of the existence
of the rights of Buyer or its assignee under the Agreement. If there is any inconsistency between
the provisions of this Memorandum and the provisions of the Agreement, the provisions of the
Agreement shall control.
680!0281 10-0024
14966442,10 05/08/20 -2-
I 0a I a
OW4411011r,8111 EM =
HOLDINGS DOWNEY, LLC, a
By: Holdings SE Manager, LLC, a
By: Delaware limited liability company
Mayor Its: Manager
By:
"Seller" John A. Mase
Its: Chief Executive Officer
APPROVED AS TO FORM: IRG DOWNEY, LLC, a
California limited liability company
By: IRG 111, LLC, a
Delaware limited liability company
Its: Managing Member
[I-'.y: S.L. Properties,
Delaware corporation
Its: Manager
By:
John A. Mase
Its: Chief Executive Officer
Special Counsel to City of Downey
680,'028110-0024
)4Q6644'-10a05/0q/'-Q -3-
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.
0- W-P.M1
'W11 I I I I VAIJ Imm I t-UA
Am
(insert name and title of the officer)
Notary Public, personally appeared —5
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
I 'v�ig t�j Jh '.'t � on the instrument the jo s,
j/hjr/t jir siin jre�
190-11,021MISMI 0 1 IMISM III IVA' HIM I MIFIM IMIN WIMIMI ILMI M IM-041,71t,"I
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
Imam=
sigilaIllre
( W/0'S 1 M-0024
14966442, 10 a0S(M20 -4-
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121 1111111, 111111111111 P01
accun,i cy, or va I i d ity of that document,
On before me,
(insert name and title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/a
subscribed to the within instrument and acknowledged to me that he/she/they exe]
cuted the sa
,.cij,�Jjo his/her/their siinatu6s o the instrument t
and that bi
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
9=4&
680!028110-0024
14966442A0 -05/0A/20 -5-
ME
A Notary Public or other officer completing this certificate verifies only the identity of the
accuracy, or validity of that document.
M
(insert name and title of the officer)
Notary Public, personally appeared I
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
j bij hjrjhjir sijnature6 on the instrument the-
III-julej IIWMIJI 0 1 or -Am I I I 1�251 InJIMIX-i In I I Uli MmA I It" IN 11 E7.m DIMMIJ I IWWROM-0�,611 1014EN MB I I KIN I III$ M I 1�
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
P, I us mW LM IT Win MI. IT,
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QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
HOLDINGS DOWNEY, LLC, a Delaware limited liability ("Holdings") and IRG DOWNEY,
LLC, a California limited liability company (collectively "Grantor"),
Does hereby REMISE, RELEASE AND QUITCLAIM to
THE CITY OF DOWNEY, a California municipal corporation ("Grantee"),
All of Grantor's right, title and interest in the real property in the County of Los Angeles, State of
California, described on Exhibit "I."
The purpose of this instrument is to terminate the Memorandum of Sale Agreement recorded on
' 2020 as Instrument No. in the Official Records of
Los Angeles County, California.
Signature and Notary on Following Pages
6S0/0'q 110-0024
14466441 10 a05/08,120
HOLDINGS DOWNEY, LLC, a
By: Holdings SPE Manager, LLC, a
Delaware limited liability company
Its: Manager
M.
John A. Mase
Its: Chief Executive Officer
IRG DOWNEY, LLC, a
California limited liabilitv comDao
By: IRG 111, LLC, a
Delaware limited liability company
Its: Managing Member
L. S.L. Properties,
Delaware corporation
Its: Manager
LZI
John A. Mase
Its: Qk.ief Eyecijtive Officer
690T't 10-0024
14966442,10 05/08/20 -2-
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.
Am
(insert name and title ofthe officer)
Notary Public, personally appeared I
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they exec uted the same
S I ;
MW 0 9 1007-41191 �]j I I 01M IN mr-i I rt IN ILI'm M,,v I I tly I MR I um lawim #LWMr4 mr-14 go NJ) I rMs I I I
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
I=.
IME
A Notary Public or other officer completing this certificate verifies only the identity of th's
indiniduaLkv,ko-signed the document to which this certificate is attached- and not the truthfulne s,
accuracy, or validity of that document.
State of California
C-t-131t & L -,•1, f-t A's- �4 "-
W
(insert name and title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/a
subscribed to the within instrument and acknowledged to me that he/she/they executed the sa I
in his/her/their authorized caRoad that by his/her/their signature(s) on the instrument t ]I-
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
I=-
680ICS 110-0024
14966442 1005/08/20
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RECORD OF SURVEY
IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA Rp
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