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HomeMy WebLinkAboutResolution No. 20-7976 - Approving Sale Agmt & Escrow Instructions w-Holdings Downey & IRG Downey - approx 2.2 to 2.6 Acres of City Owned Landla*10111nnerk A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING THE SALE AGREEMENT AND ESCROW INSTRUCTIONS BETWEEN THE CITY OF DOWNEY AND HOLDINGS DOWNEY, LLC, A DELAWARE LIMITED LIABILITY AND IRG DOWNEY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY FOR THE SALE OF APPROXIMATELY 2.2 TO 2.6 ACRES OF CITY -OWNED LAND WHEREAS, the City of Downey ("City") and owns and leases approximately 19.69 a ' cres of land between the Promenade shopping center and Bellflower Boulevard to Holdings Downey, LLC and IRG Downey, LLC ("Buyer"); and WHEREAS, City and Buyer have previously entered into a sale agreement and escrow instructions through which Buyer will buy from City 8.76 acres of the 19.69 acres of leased property for a minimum of $10,600,000; that escrow remains open; and WHEREAS, City staff and Buyer have entered into additional negotiations, through which an additional portion of the 19.69 acres of leased property would be sold by City to Buyer for $28.50 per square foot; the precise boundaries of the property to be purchased have not been established, but will be prior to the close of escrow, the parties estimate that the size of the land will be 2.2 to 2.6 acres. The sales price will range from $2,731,212 to $3,227,796. The sales price would be paid upon the closing of the sale, which should occur in March of 2021; and WHEREAS, the City and Buyer wish to enter into a Sale Agreement and Escrow Instructions ("Sale Agreement") setting forth the terms described in the preceding paragraphs, 2nd 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 2nd 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, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES WETEBY TESOLVE 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 24t' day of November 20-20— LANCA PACHECO Mayor I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of the City of Downey at a Regular meeting held on the 24 th day of November, 2020 by the following vote, to wit: AYES: Council Members: Ashton, Saab, Frometa, Mayor Pacheco NOES: Council Member: None. ABSENT: Council Member: None. ABSTAIN: Council Member: Rodriguez 4AkAZA L IC I A �DU A R,C M C City Clerk M�Ml[iil`il� il li'111 ■ il No This Sale Agreement and Escrow Instructions • is entered into • , 2020 ("Effective Date") 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"). Buyer and Seller are hereinafter individually referred to as a "Party" and collectively as the "Parties." 1.1 Purchase • Sale. Seller shall sell .♦♦ 2.3—acres • the Seller's Property, the precise boundaries of which will be established as set forth hereinbelow ("Property") to Buyer and Buyer shall purchase the Property from Seller subject to the terms and conditions set forth in this Agreement. 1.2 Purchase Price. The purchase price of the Property including fla "Property Rights" (as defined in Section 2.8 below) is TWENTY EIGHT DOLLARS AN FIFTY CENTS ($2 8.5 0) per square foot ("Purchase Price"). i 1.3 Establishment of Property Definition. At least fifteen (15) days prior to Close of Escrow, Buyer and Seller shall mutually (through Seller's City Manager or his/her designee and through Buyer's authorized representative) determine the precise definition of the Property, which shall be between two and two tenths (2.2) and two and six tenths (2.6) acres of Seller's Property, and shall append a real property description and depiction to this Agreement as Exhibit A-2. 010001�1 t N Conditions Precedent to Buyer Obligation to Close. Buyer's obligation to close Escrow and purchase the Property is expressly conditioned on the satisfaction • the conditions listed in this Section 2.3.1. If • such condition is not `• • waived (with the exception of (6) below which cannot be waived) by Buyer, at or prior to the Close of Escrow, for any reason other than a default by Buyer, Buyer may, 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. -3- (1) Property Definition. Buyer and Seller shall have mutually agreed upon the precise description of the Property as required by Section 1.3, shall have appended that precise description as Exhibit A-2 to this Agreement, shall have mutually and in writing advised Escrow Holder of the precise description and the corresponding Purchase Price, and shall have made such further adjustments to the exhibits to this Agreement as are necessary to reflect the precise description of the Property. (2) 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). (3) Representations and Warranties. Each of Seller's representations and warranties in this Agreement are materially true and accurate as of the Close of Escrow. (4) 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. (5) Lease Amendment. Seller and the lessors under the Lease shall have entered into the Lease Amendment (which amendment shall not become effective until the Closing Date). (6) 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"). (7) Legal Subdivision. The Property shall be a separate legal parcel pursuant to a Certificate of Compliance executed by Seller and recorded with the Los Angeles County Recorder's Office that can be transferred by Seller to Buyer. (8) DFCU PSA. Buyer shall have entered into the DFCU PSA with DFCU with a concurrent closing of escrow with this Agreement. 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) Property Definition. Buyer and Seller shall have mutually agreed upon the precise description of the Property as required by Section 1.3, shall have appended that precise description as Exhibit A-2 to this Agreement, shall have mutually and in M writing advised Escrow Holder of the precise description and the corresponding Purchase Price, and shall have made such further adjustments to the exhibits to this Agreement as are necessary to reflect the precise description of the Property. (2) 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. (3) Buyer's Obligations. Buyer is not in material default under this Agreement, and each material obligation of Buyer to be performed prior to the Close of Escrow hereunder has been performed as required. (4) Lease Amendment. Seller and the lessors under the Lease shall have entered into the Lease Amendment (which amendment shall not become effective until the Closing Date). (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 terminated, 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, Buyer shall pay all 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 foregoing 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 this Agreement is terminated, the Deposit 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 before the Property Approval Date, the Deposit 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. M shall2.6 Title Insurance. Buyer • r ,, • commit to issue requiredto Buyer at the Close of Escrow (i) a standard coverage ALTA Owner's policy of title insurance with mechanics lien endorsement (Seller shall provide any indemnity or other agreement by the Title Company• # • i the issuance of the mechanics lien endorsement) Policy") r fee title to the Property veste. in Buyer subjectonly to the Permitted Exceptions, with coverage in an amount equal to the Purchase Price, and (ii) at Buyer's election, an extended coverage ALTA Owners policy of title insurance ("Extended Title Policy"). Buyer shall be fully responsible for the costs of the Title Policy and the Extended Title Policy (collectively 2.7 Possession. Seller shall deliver possession of the Property to Buyer at the Close of Escrow subject only to the Permitted Exceptions. 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"). M 2.8.1 Personal Property. All right, title and interest of Seller, if any, . • to all is ` personal property owned by Sellernow existing• placed or , ` i about the Property and used in connection with the ownership, operation, managerne and/ormaintenance ` . of the Property. 2.8.2 Other Related Matters. All right,. • interest of any, in and to all beneficial easements, covenants, patents, licenses, trademarks, service 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 goodwilli I `f 2.8.3foregoing • representation or warranty except as provided in this Agreement or any exhibit to this Agreement and all Property Rights consisting of materials prepared by Seller or third parties at the request of Seller shall be delivered to Buyer lien free and freely usable by Buyer at its discretion without the payment of any fee, cost or charge. Seller shall execute all additional documentation necessary to evidence the foregoing assignments as reasonably required by Buyer and/or any Governmental Authority or applicable third party. 2.9 Taxes, Assessments 1 Pro rationM 2.9.1 Taxes. All current general and special taxes and 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•. of payment or , w of Seller.such taxes. Should the Property be part of a larger tax parcel ("Assessment Parcel") 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 and `'ler shall cooperateDili faith to cause the Property to be _ Buyer,assessed and segregated 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 . be the responsibilityof Buyer. Any realproperty 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 of Seller (unless they are otherwise the responsibility of iunder 2.9.2 General. All • i rations provided i on day"basis • • . three hundred • day year.provisions of • adjustmentssurvive Close of Escrow. If either Party fails to pay its pro rata share of taxes or other expenses by the times herein provided, interest shall accrue on all unpaid amounts from when owing until paid at the maximum rate allowed by law. Any errors or omissions made in calculating • prorations shall be corrected promptly u•i discovery thereof. estimations are .•.. at the Closeof iw regarding adjustmentsor prorations, the Parties -7- shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid in cash to the Party entitled thereto within ten (10) days after written request therefor and if not so paid interest shall accrue and be payable on same at the maximum rate allowed by law. 2.10 Closing Costs. Buyer shall pay the Title Costs, and all of Escrow Holder's fee and costs associated with the sale of the Property. At least five (5) business days prior to the Closing Date, Escrow Holder shall furnish Buyer and Seller with a preliminary Escrow closing statement which shall include all anticipated costs, all of which shall be paid by Buyer. 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 1099-5, 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. M 2.15 Termination of Property Contracts. Seller shall terminate any servia contracts or similar agreements relating to the Property to which Seller is a Party and which tim Buyer does not elect in writing to assume which termination shall be effective as of the Close Ara Escrow. I 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, agent or finder in connection with the Property, and that they have not incurred any obligation to pay any other real estate brokerage or other commission or fee in connection with the conveyance 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 connectiori with this transaction. UUOOIG��� 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 end of DFCU's Review Period (as defined in the DFCU PSA), but in no event later than May 31, 2021 ("Property 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 Deposit and all interest accrued thereon shall be refunded to Buyer. If Buyer approves the Property, Buyer shall 4 . twxojwlaii to 5:00 p.m. on the Property Approval Date, in which case this Agreement shall remain in full force and effect subject 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 receipt of such written notice (and the Property Approval Date shall be extended to the Termination D. Buyer still has not 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 Deposit and all interest accrued thereon, less Escrow cancellation fees, shall be immediately refunded to Buyer. 5.1 Buyer's Investigation. Buyer shall be entitled to conduct such independent investigations as Buyer deerns necessary or appropriate concerning, but not limited KIM to, (i) Buyer's proposed use, sale, development or suitability for development of the Property; (ii) the condition and all other attributes of the Property, including, without limitation all improvements located thereon; (iii) applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or i • •. thereof,• but i; `• to zoning, subdivision and other regulations (collectively, the "Regulations"); (iv) the necessity or availability of any specific plan or general amendments, rezoning, zone variances, conditional use permits, building permits, environmental impact reports, subdivision maps, public reports issued by the California Bureau of Real Estate ("BRE") (it shall be Buyer's obligation, if applicable, i obtain all required public reportsas I condition to offering homesto purchasers) and all other governmental permits, approvals or acts (collectively, the "Permits"); (v) the necessity and existence of all dedications, fees, charges, costs or assessments which may be imposed by any GovernmentalAuthority in connectionproposed development of ` Property; (vi) the value of the Property; (vii) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities serving the Property; and (viii) the presence or adequacy of " or other improvementson, - or a Property. 5.2 Warranties. 5.2.1 Seller's Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property from Seller, Seller makes the following representations and warranties which shall be true and correct as of the Effective Date and the Close of Escrow and each of which is material and being relied upon by Buyer. For all purposes of this Agreement, including Seller's representations and warranties contained in this Section 5.2.1, the phrase "to the best of Seller's knowledge" shall mean the current actual knowledge ofSeller, withoutduty of a or • I • prior to the Close of •, Buyer determines ., any representationor • I of . . e or incomplete• (and without■ any of • or remedies hereunder Ilaw or . i. to any material• • or existing on the Effective Date, that was known of or should have been known of by Seller), Buyer shall give Sellernoticeosamef • Seller shall have seven days fromdate of receipt of Buyer's notice (and the Closing Date shall be extended to permit the running of such seven (7) day period) ("Seller Cure Period") to correct any fact or circumstance that makes representationor or • Buyer'sreasonable Agreementsatisfaction. If Seller fails to make such correction within the Seller Cure Period, then Buyer by written notice to Seller within three (3) days after the expiration of the Seller 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 obtain a full refund of the Deposit or (b) continue this a and effect with no change in terms, but iut waiving ,, legal, equitable or other remedies it may have against Seller. The foregoing is not a waiver or release of of Buyer'sor a - for any material or representation or Buyer obtains knowledge after the Closeof Escrow. (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 M 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 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 as otherwise disclosed in this Agreement, 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. (6) 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. (7) Ownership of Property. Other than the lessor under the Lease, Seller is the sole and only party that owns or holds any interest in the Property. m preparation of this Agreement or (b) continue this Agreement in full force 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 a waiver or release of any of Seller's rights or remedies for any material untruth, 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 perform 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. 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 Zone Disclosure. No later than fifteen (15) business days prior to the Property Approval Date, Seller will, at its sole cost and expense, provide Buyer with a Natural Hazard Zone Disclosure required by applicable law, M (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 for (a) any breach of Seller's representations and warranties contained in this Agreement and/or documents executed and delivered by Seller at or contemporaneously with the Close of Escrow, (b) any breach by Seller of its covenants in this Agreement, (c) Seller's fraud, (d) any matter for which Buyer is to be indemnified by Seller under this Agreement, (e) any of Seller's liabilities to third persons or obligations to third parties with respect to matters which arose or accrued during Seller's ownership of the Property, or (f) Seller's acts or omissions from and after the Close of Escrow. (b) Notwithstanding this Section 5.2 or any other provision in this Agreement to the contrary, nothing in this Agreement shall relieve Buyer of its liability for (a) any breach of Buyer's representations and warranties contained in this Agreement and/or documents executed and delivered by Buyer at or contemporaneously with the Close of Escrow, (b) any breach by Buyer of its covenants in this Agreement, (c) Buyer's fraud, (d) any matter for which Seller is to be indemnified by Buyer under this Agreement, (e) any of Buyer's liabilities to third persons or obligations to third parties with respect to matters which arise or accrue during Buyer's ownership of the Property, or (f) Buyer's acts or omissions from and after the Close of Escrow. RWMMIUr�� 5.4 Seller's Additional Covenants. Seller hereby covenants and agrees that: Seller (a) will not promote, advertise, market, transfer, lease or convey any of the Property 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 upon Buyer's request, Seller will not take, approve or consent to any 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, easernent, right of way or other matter without Buyer's written consent, NIMMERMENM 5.6 Disclaimers By 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 that Seller and Seller's officers, officials, members, agents, representatives, or employees have not at any time made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with respect to 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 M water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the 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, compliance with the plans and specifications, size, location, age, use, design, quality, description, 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 of the Property i • 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 with laws including without limitation, the Americans with Disabilities Act, (s) tax consequences, or (t) the operation, repair #r financial matters and any other matter or thing with respect to the Property. Property with any or all past, present or future federal, state or local ordinances, rules, ♦" • . # �. it i - r •f . i . #-` , # f i' M with the transaction contemplated by this Agreement; and (b) Buyer is purchasing the Property for business,a . or other similarpurpose. and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significan) disparate bargaining position in relationt: # 1 1 0 1r i1 lam" ETIFORCED TO 1 t i' OF CAUSED EVEN IF THE APPLICABLE CLAIM IS OR PASSIVE ORDINARY ORSOLE,i OR COMPARATIVE ORDINARY NEGLIGENCE OF 1 REGARDLESS OF WHETHER OR NOT LIABILITY# OR STRICT IMPOSED OR SOUGHT TO BE '# r ON OR SELLER, BUT NOT BE ENFORCED TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTIONHOLDSr r BY THE WILLFU� OR GROSS SELLER'S INITIALS 110 INITIALS 5.8 Seller Released from Liability.r •r the representations set forth in Section 5.2.1 of this Agreement and the exclusions set forth in Section 5.2.4 of this Agreement, Buyer acknowledges that it will have the opportunity to inspect the Property up until ., Property Approval and during such period, observe physical environmental• f i and existing conditions and the opportunity t# conduct investigation and as Buyer deems necessarl* and excevt -for the reyresentations warranties covenants, and agreements set forth in this Agreement, Buyer hereby forever releases and discharges . • : all responsibilityand liabilityrelating to the physical, environmental or legal compliance status of the Property, whether arising before or after the Effective Date, regarding the condition, valuation, salability or utility of the Property, or its suitability for any purpose I •'ver (including, but • limited to, with respectto the presence in the soil, structures and surface and subsurface waters, of hazardous materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specialty treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines, and any structural f geologic c• f • subsurface • • f water conditionsand solid and limitedhazardous 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 of this Agreement and 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 to, federal,and local statutoryand common law based actions,and any private right the presence of hazardous materials or other contaminants, may not have been revealed by its investigation. SELLER'S INITIALS BUYA��:XINITIALS 6.2 Right to Cure. Buyer shall be deemed to be in default under this Agreement if Buyer fails, for any reason other than Seller's default under this Agreement, to M meet, comply with, • perform any material covenant, agreement, or obligation required on its part, including the deposit or delivery of any funds, within the time limits and in the manner required in this Agreement; provided that no such default shall be deemed to have occurred unless and until Seller has given Buyer written '• describing the nature of the default, and Bugier has failed to cure such de business daps after the receiLed of such notice (unless the curing of such default cannot reasonably be accomplished within such ten (10) business day period in which case the default shall be deemed cured if Buyer commences to cure such default within such ten (10) business day period and diligently pursues same to completion). MMMMWMMM1� 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 • Buyer the off• and all interest accrued • and both Buyer and Seller will be relieved • any further obligations • .• 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 Agreement if Seller fails, for any reason other than Buyer's default under this Agreement, to meet, comply with, or perform any material covenant, agreement, or obligation required on its �,art; provided that no such default shall be deemed to have occurred unless and until Buyer has given Seller written notice describing the nature of the default, and Seller has failed to cure such fefault within ten (10) business days after the receipt of such notice (unless the curing of such fefault cannot reasonably be accomplished within such ten (10) business day period in which case the default shall be deemed cured if Seller commences to cure such default within such ten (10) business day period and diligently pursues same to completion). M annn��� 9. Notices. Any notice to be given hereunder to either Party or to Escrow Holder shall be in writing and shall be given either by personal delivery, facsimile, federal express (or similar overnight delivery service), overnight courier or by depositing such notice in the United States first class mail, certified, with return receipt requested, postage prepaid and addressed as follows: SELLER: The City of Downey I I I I I Brookshire Avenue Downey, CA 90241 Attn: City Manager Phone No.: (56904-716V With Copy to utan & Tucker, LLP h 611 Anton Boulevard, 14t 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 Company 725 S. Figueroa St., #200 Los Angeles, CA 90017 Attn: Patricia M. Schlageck Phone No.: (213) 488-4358 Fax No.: (213) 612-4193 I U, Either Party and Escrow Holder may, by written notice to the other and to Escrow Holder, designate a different address which shall be substituted for the one specified above. If any notice or other document shall be sent by certified mail as set forth above, it shall be deemed to have been 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 hereunder within seventy-two (72) hours and provided further that subject to the foregoing if such 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 or proceeding for any relief against the other, declaratory or otherwise, in any way arising out of or in connection this Agreement and/or the Property, the losing Party shall pay to the prevailing Party a reasonable sum for attorneys' fees and costs (including without limitation expert witness fees) incurred in bringing or defending such action or proceeding or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action or proceeding and shall be paid whether or not such action or proceeding is prosecuted to final judgment. Any judgment or order entered in such action or proceeding shall contain a specific provision providing for the recovery of attorneys' fees and costs, separate from the judgment, incurred in enforcing such judgment. The prevailing Party shall be determined by the trier of fact based upon an assessment of which Party's major arguments or positions taken in the proceedings could fairly be said to have prevailed over the other Party's major arguments or positions on major disputed issues. For the purposes of this Section, attorneys' fees shall include, without limitation, fees incurred in the following: (1) post -judgment motions; (2) contempt proceedings; (3) garnishment, levy and debtor and third -party examinations; (4) discovery; and (5) bankruptcy litigation. MRIOORRV�1 11.1 No Modifications. No addition to or modification of any term or provision of this Agreement is effective unless in writing and signed by the Parties. 11.2 Construction of Agreement. The provisions of this Agreement shall no) 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. 11.4 Governing Law. The laws of the State of California shall govern this O!M"` 11.5 Time oft e Essence. Time is of the essence of each and every provision of this Agreement. ME 11.6 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 Agreement to carry out the intent of this Agreement. 11.7 No Waiver. No waiver by a Party of a breach of any of the terms, covenants, or conditions of this Agreement by the other shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition 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 approval by either Party to or of any act by the other requiring the first Party's consent or approval 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 court of competent jurisdiction to be illegal, null, void or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law, but only to the extent that performance of such remaining provisions would not be inconsistent with the intent and purposes of this Agreement. 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 i.-tclude o-ceznotker. 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 instruments 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. M 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 • herein. 11.14 Condemnation. As used in this Section, "eondemnation" or "eondemned" shall mean the exercise of, or intended exercise of the power of eminent domain expressed in writing, or the filing of any action or proceeding for such purpose, by any person, entity, city, body, agency or authority having the right or power of eminent domain ("Condemning 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 ►• • the Property and/or any improvements thereon shall •` condemned prior to the Closing Date, Seller shall promptly notify Buyer of the same and, at Buyer's option, exercisable within fifteen (15) days following Buyer's receipt of the aforesaid notice (or in the event that such • is delivered within fifteen (15) days of the Closing Date, then the Closing Date shall be extended to provide Buyer with the full fifteen (15) day period), Buyer shall elect, by written notice to Seller within said fifteen (15) day period, to either proceed with Closing (upon the ternis hereinafter set forth in this Agreement) or to terminate this Agreement, in which event Seller and Buyer shall thereupon be released from any and all liability hereunder and the Deposit and all interest accrued thereon shall be immediately returned to Buyer by Escrow Agent. If Buyer fails to notify Seller of its election, such failure shall 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. 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 *V.. Parties hereby agree to and do hereby submit to the jurisdiction of such court. 11.17 Counterparts. This Agreement maybe executed in counterparts, each of which shall be deemed an original, but all of which together shall be construed as one instrument. 11.18 Assignment. Except as provided below, Buyer may not assign its rights or obligations under this Agreement without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller; provided, however that before • after the Opening • Escrow Buyer, without Seller's consent shall ♦ entitled to assign its rights and obligations under this Agreement to an entity (a) in connection with the sale of all or substantially all of the assets of Buyer or the merger of Buyer to or into such entity; (b) which is a partnership of which Buyer or an affiliate entity is the general partner, a limited liability company of which Buyer or an affiliate entity is the managing member and which Buyer holds an ownership interest and any other entity in which Buyer has an ownership interest and is responsible for managing the day to day activities of such entity or (c) which is wholly or partially owned by Buyer's acquisition and/or development lender and where Buyer retains the on 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. 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 • undisclosed. 1111111 111"AL ME /SIGNA TURE PA GE TO SALE A GREEMENTAND ESCROW INSTRUCTIONS] Buyer and Seller have executed this Agreement as of the Effective Date. THE CITY OF DOWNEY, a HOLDINGS DOWNEY, LLC, a California municipal corporation Delaware limited liability company Br By: Holdings SPE Manager, LLC, a Delaware limited liability company Mayor Its: Manager By: John A. Mase Its: Chief Executive Officer APPROVED AST T FIT W: IRG DOWNEY, LLC, a - /I-- - California limited liability company By: IRG 111, LLC, a Delaware limited liability company Its: Managing Member Counsel Ito -'-,i—ly'—o-f —Downcy-' By: S.L. Properties, Inc., a Delaware corporation Its: Manager By: John A. Mase Its: Chief Executive Officer K"I [SIGNATURE PAGE TO SALEAGREEMENTAND ESCROWINSTRUCTIONS/ Buyer and Seller have executed this Agreement as of the Effective Date. THE CITY OF DOWNEY, a HOLDINGS DOWNEY, LLC, a I - California municipal corporation Delaware limited liability company M- Mayor "Seller" rmtm . .......... Special Counsel to City of Downey By: Holdings SPE Manager, LLC, a Delaware limited liability company h ag By: joh, K1\ Its: im lief Executive Officer IRG DOWNEY, LLC, a California limited liability company By: IRG 111, LLC, a Delaware limited liability company Its: Managing Member IN's Its By: I' J o h nkg.-� �Mo t Its: xecutive Officer mom Emmm• � � —, BE i Emmml r<`- m LIN ON I a 0 1 1h LK93 ILA 93 a 91 (space Above for Recorder's Use) . 2020, by THE This Memorandum of Sale Agreement is made on 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"). 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 is desires to acquire th* Property from Seller, for Buyer's further sale or development on the Property. F.Te-111TINNYMW 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 da�-*i 2020 ("Agreement') executed by Buyer and Seller the terms of which are incorporated herein by this reference. Unless otherwise expressly provided herein, all capitalizeiO terms and phrases in this Memorandum shall have the same meanings given such terms in the Agreement. 2. 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 the provisions of the Agreement shall control. N THE CITY OF DOWNEY, a , Mayor "Seller" HOLDINGS DOWNEY, LLC, a 1 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 r, California limited liability com2any By: IRG 111, LLC, a Delaware limited liability company Its: Managing Member Ity: S.L. Properties, Delaware corporation Its: Manager M M John A. Mase Its: itExecutive Officer 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. On before in (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 in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrumeni the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ME= Signature (Seal) in 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. 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/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WMMM Signature (Seal) M A Notary Public or other officer completing this certificate verifies only the identity of the accuracy, or validity of that document. �= = 4eU2M LW1 0. 111 VAIJ a Wlma'I 1 I-1 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/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California tha) the foregoing paragraph is true and correct. 93MM Signature (Seal) M M�wr r r r i. s s it Dill ■ : it . . 1] 0 Kel m M I ai• i • ■ M:i:�w •� r � • r : t r This Termination of Memorandum of Sale Agreement ("Termination") is made 11 2020, by THE CITY OF DOWNEY, a California municipal corporati ("Seller"), and HOLDINGS DOWNEY, LLC, a Delaware limited liability ("Holdings") and IR DOWNEY, LLC, a Californialimited liability companyand, collectively with Holdin i 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 "1" hereto ("Property"). B. Seller and Buyer entered into that certain unrecorded Sale Agreement and Escrow Instructions dated _, 2020 ("Agreement') for Seller to sell the Property to Buyer, and Buyer to acquire the Property from Seller. C. As part of the Agreement, Seller and Buyer executed that certain Memorandum of Sale Agreement dated , 2020 ("Memorandum"), which Memorandum was recorded in the recorder's office of the County of Los Angeles. D. Buyer and Seller have terminated the Agreement in accordance with its terms and have agreed to record this Termination in order to remove the Memorandum from the Property's title. AGRIEEMENT: THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows: 1. Termination of Memorandum. The Agreement has been terminated and the purpose of this Termination is to give notice, upon recordation, that the Memorandum has no further force and effect. The parties shall cause this Termination to be recorded in the official records of Los Angeles County, California, in order to remove the Memorandum from title to the Property. M N MW W. - LIM I I I Eli V IV rim I I I q I I I L" I Sri I K"j a alfirill Rj U M . Mayor "Seller" LV,y: Holdings SPE Manager, LLC, a Delaware limited liability company Its: Manager im. John A. Mase Its: Chief Executive Officer IRG DO"EY, LLC, a By: IRG 111, LLC, a Delaware limited liability company Its: Managing Member N Properties, Delaware corporation Its: Manager 0 John A. Mase Its: Chief Executive Officer A Notary Public or other officer completing this certificate verifies only the ide i of t e individual who signed the document to which this certificate is attached, and not the t fulness, La�3r valid vty of that document. 1 am a-=.- mel I I I I VAj ImIrg I a 1-!0 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/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument th4 person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that th,-* foregoing paragraph is true and correct. Fff 4 MUT-M!" Signature (Seal) in A Notary Public or other officer completing this certificate verifies only the identity of thc. individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Californija "'�kwofjjlsj'' M (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/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the persor the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Morm Signature, (Seal) M A Notary Public • other •' completing this certificate verifies only the identity • the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, • validity of that i• State of • On before me, (insert name and title of the officer) • Public, personally appeared 7 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 in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument th,-4 person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that t foregoing paragraph is true and • I MSEM Signature (Seal) M r following pages]