HomeMy WebLinkAbout1990-07-24 - AGENDA REPORTS - CITY CORP YARD RESO 90-147 (2)• 0
AGENDA REPORT
UNFINISHED BUSINESS
DATE: July 24, 1990
SUBJECT: CITY CORPORATION YARD
Resolution No. 90-147
DEPARTMENT: City Manager
BACKGROUND
City Manager Appro 1
41�
Item to be presented by:
Ken Pulskamo
At the June 12, 1990 City Council meeting staff presented a report regarding a
study conducted to evaluate potential sites for a City Corporation
Yard/Maintenance Facility. The Council's direction was to select the Satellite
Truck Body Company building located in the Valencia Industrial Complex and to
proceed with negotiations of a lease or purchase proposal. Subsequently the
Council was informed that purchase of the property would be financially
beneficial to the City. The Council authorized staff to begin negotiations for
the purchase of the property and to open an escrow if arrangements could be made
within the Council's guidelines.
As was .indicated in the previous agenda report, City staff members evaluated 37
sites. This evaluation was based on a space study performed by our consultant
which indicated the need for at least 30,000 square feet of building and
approximately 3.3 acres of land. In order to be sure that we did not leave out
any available sites, we put a notice in the newspaper requesting anyone
interested in selling or leasing an improved site to contact us. Once we had a
list of the available locations, we then compared these locations based on our
building and .land needs, the availability of the site, and the suitability of
the building and land for our use. The site which staff felt best served the
City's needs was located in the Valencia Industrial Center and is known as the
Satellite Truck Body Company building.
Based on the Council's proposed guidelines on July 18, 1990, staff has
negotiated and opened escrow, with a refundable deposit of $25,000 on July 18,
1990 for the. purchase of the property at a price of $3,600,000. The price
consists of a cash combination of $1,649,910 and the assumption of a note in the
amount of $1,950,090 with interest at 10.5%. Attached is Resolution No. 90-147,
allowing the City to recoup the $25,000 deposit from any bond proceeds.
The escrow is .scheduled to close on October 15, 1990 with a lease back option by
the present owner until November 15, 1990. This option was allowed because of
his manufacturing schedule and the need to make his move either before October
15 or after December 30, 1990. This provides him enough flexibility to find
another site so he can move his facility after his peak manufacturing period.
The present owner has until August 15 to select this option, therefore, the
City's move -in date is somewhat indeterminate. Move -in would be no sooner than
November 16 or no later than December 30, 1990; however, space will be provided
by September 1, 1990 for parking of City vehicles and storage of equipment on
the property.
Adopted: 4 y - 4 o Agenda Iten',
0 0
Under terms of the escrow the owner will make necessary repairs and clean the
facility. The City has 60 days to terminate the escrow if major concerns occur
regarding hazardous materials, the appraised value, title to the property, or
financing the purchase. Staff will continue researching each of these items and
investigate the site and building for any other concerns.
The City Council adopt Resolution No. 90-147 and receive this report and direct
staff to proceed with financing.and report any findings or recommendations prior
to close.of the 60 day period.
ATTACHMENT
Resolution No. 90-147
/tw
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RESOLUTION NO. 90-147
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A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF SANTA CLARITA PROVIDING THAT PAYMENTS
MADE BY THE CITY IN CONNECTION WITH THE ACQUISITION
OF A CITY CORPORATION YARD FACILITY ARE TO BE MADE IN
ANTICIPATION OF REIMBURSEMENT FROM THE PROCEEDS OF A
PLANNED LEASE FINANCING WITH TAX EXEMPT FINANCING
TO BE ACCOMPLISHED BY THE CITY AND AUTHORIZING AND
DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO
WHEREAS, the City is proposing to proceed with a lease. financing with
tax exempt financing; and
WHEREAS, in connection therewith, the City proposes to finance the
acquisition of real property located at 25663 West Avenue Stanford, in the
City of Santa Clarita, for use as a City corporation yard facility (the
"Project"), and it is in the best interest of the City, is in the public
interest and is for the public benefit that the City set forth the expectation
of reimbursement from the proceeds of such proposed financing;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA CLARITA DOES
RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
SECTION 1. Any payments made by the City from its General Fund in
connection with the Project prior to the consummation of the proposed lease
financing with tax exempt financing means are intended to be made strictly in
anticipation of reimbursement therefor from the proceeds of such financing.
SECTION 2. The Mayor, and/or the City Manager and/or the Director of
Finance are hereby authorized and directed to do any and all things and take
any and all actions which may be necessary or advisable in accordance with
this Resolution.
SECTION 3. This Resolution shall take effect immediately.
SECTION 4. The City Clerk shall certify the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED this day of , 1990.
CITY OF SANTA CLARITA
MAYOR
•
I HEREBY CERTIFY that the foregoing
City Council of the.City of Santa Clarita
on the day of ,
Council:
AYES: COUNCILMEMEERS
NOES: COUNCILMEMBERS
ABSENT: COUNCILMEMBERS
0
Resolution was duly adopted by the
at a regular meeting thereof, held
1990 by the following vote of the
CITY CLERK
STANDARD OFFER, AGREEMFFAK� AND ESCROW
INSTRUCTIONS FOR PURCHASUDF REAL ESTATE
(Non-Residential)
American Industrial Real Estate Association
_July 12, 1990 '
1. Buy« (Oat* for Reference Purposes)
t1 City of Santa Clarita
Imo "Buyery
hereby Offers to purchase the reel property, hereinafter described. from ma Owner Thereof (the"Sellar") (colleCGYery me"Parted" Orhe "Buuelig
dually
a "Party"1, through an escrow (the- Exrow') to close on OctOber 15, 1990
(the "Expected Casing
tabs heldby County Oaks Escrow
"Escrow TBD
(the Noltler'1.Escrow No.
whose address u 23822 W. Valencia Blvd.,- Suite , Attn: Carol Hogan
Valencia, CA 91355 reletopierNo. 805-255-6065
anon terms and t eel farm In tho agreement (the "Agreement"). Buyer shall have the light to asYgn Buyer's
such shall nor lights hereunder, but
any such asmgnment shall has reiieve Buyer Of Buyers obligations herald union the Sella expressly released Buyer.
1.2 The term "Date of Agreement' as used harem shall be" data when by e,spubad and dalhwry (as defined in paragraph 20.21 of mis
document or a subsequent Counter-atter thereto, Buyer and Seller held reached
agreement in wrdirp whereby "I" agrees t0 dell. and Buyer
agrees to purchase, the Property upon tensa accepted by both Paroea
L Broker.
2.1 The real estate broker or brokers preant(ng mis Agreement to Software: (Check applicable box(es)J
Coldwell Banker Commercial
m
who. with respect to mis
❑ Ins Buyer excludNely ("Buyer's Broker')/ Agreement. represents:
both Buyer and SYbr.
arra N/A WG, with respect to this Agreement represents:
❑the Seller excluarvey (the "Setter's Broker]/
❑ both the Seller and Bum
(the "Broker(sl•9, all Such named BrOlurre) being the procuring b uNp) of this Agrexnent SN paragraph 26 ter Disclosures Regarding the
Nature of a Real Estate Agency Reiaaonship.
2.2 - Buyer and Seiler each represent and warrant to the other that he/she/ft has had no dealings with any person, firm, broker orfinder in
connection with the negotiation of this Agreement and/or the consummation
of the purchase and ale Oonhis I ad retain, Other than the
Broker($) named In paragraph 2.1, and no broke Of other person, Nm or artery other than said 13 "*1 blare d at 10 any commissar, or
finders fed in connection with min tranactlon a the resub of or
dealings
any or acts of such PAM• Buyer and Stye do toad hereby agree
indemnity. defend. protect and hold the other harmless from and against any costa ex0oness or liability far compensation. each
n, hereby
commission ee to
or
ch in ees why may be claimed by any brokef, finder or other similerty, paotherBun
acid mimed Broler(s) by reason of any dealings or act of
Eying Party.
A Propeftf
3.1 The reel property the "Pro 1 that la the subject of thin oder consists of (Inners a dlel PItYa1cY eascdplbn)
An ap roximately 61,500 square foot
concrete tilt-up industrial building on
approximately 176,795 square feet of M1 1 2 zoned land See Exhibit A)
isloatedintha Cityal Santa Clarita Countyof Los Angeles
Slams of California
25663 W. Avenue Stanford is commonly known by we sire* address of
and is tegYty described as: Complete legal description to be furuishe t rough Escrow
3.2 If the legal deacnotion of the Property is not tasmplste Of is Inaccurate, this Agreement shall had be invalid and the legal dexripNn
shall be Southern California
completed Or corrected to meet therequVanrenh of Title
"rifle
(the Company"), which rifts 000115" aid Issue the title policy heramaner described.
3.3 The Property Iertyeea a rd addblonY postto Buye, the permanent Implosemants tharaon. Including than deme which the law of
me state in whirr thePropertyoyis located providedbped al the Property,as*W1a
in the PropeM: the hNbwinglima. if AmA Owned by Seller and presently, located
distribution systems (pOwe panala bun ducting. conduits, i ixarivo a 119111109 fixtures), telephone distribution
ivstema
jacks and
0inea lacks and ba^nactions). Spate Maters, air conditioning e0uipmam, air lines, caruta window OOvanrlga wall covering& and
One (1) paint booth including lighting,
ventilation equipment and any other
improvements attached to the
property regarding paint booth (colisomig
3.4 d the P DWW Is located In 1110 Stab Of California, int Broker($) ia/are Prkolo Special
to disclose to a prO50e00" purchaser of real prop" whether the �� r'"� � �bt-Pr1°1° $ostial Studies Zonas Act
Zones
(a zone mel encampaedes a Potentially or recently acbvo mace of ani "quakga hull mIs sdlocated eemW �glln Ste�te�� �w studies zona
active and wall defined enough o constitute a potential hazard to f. pr b tis nmclened
structures from surface faulting0� laud c it the
within such A special studies zoo, do development MY require a sail. cthe Property Is located
geologist,
the Bmkai hereby inhNm(a) SuYe mel ms PropMy: M guL In aCCMWnq wish such low
is NiYI
19) not within as a studied rOt�
❑ Of Is within M
such a spacial studies zo.
s. PIrUaN Prka '
4 Tha purohae Once (the "Purchase Price") to be paid by Buyer to Salle for the Property shall be,
3.600.000.00
a_ payable AS follows:
(a) Cash down payment including the Danced as defined in paragraph 5.3 (or R an all
ash transaction. the Purchase Pg: a 1, 649 , 910.00
(tulle it not
m
dPWla0/y
(c) Buyer shelf take bite to the Property subject to the following existing dawdle)
of trust ("Existing Despite) of Trusr'1 securing the among promissory noble,
("Existing Notool•1:
(i) An Existing Note (the "Fast Wall with an unpaid principal War" a ome
Closing Of wit roximarery: a 1,950,090.00
090.00
(Smie blear Said existing nota is payable at a 18,300.00 Per month,
Applicable)
Including interest in me ateoft D_5% pe amwm untilnd/er paid (athe entlre
anon($ Gland id due en Mav 1, 1996
the Claalng ==m" a 0
Said Existing Note is payable at aper mpngt
i^cl ran of qr annum until paid (and/or the anbre
(Sinke.fnef
applicable) me
appiasary nee Of Buyer m Satiny= in w f 0 Q
a
Total Purchase Price: i 3,600,000.00
Initials PAGE t Initials
e 1989—Amerian Industrial Real Estate Assocutbn
' rORY 119-d-2-7l89
42 1
of
the
eof to
Of a
er fee as a Condition to the
Prooeriy sub utch Existing Deed of Trust. Buyeages beneficiary Dayrtransfe fees*alat0 up to one and One-half Percent (14%nof the unpa d
principal balance OI the applicable Existing Note.
S. DepoaAs.
5 1 Buyer herepy delivers a Check in the sum of S 25, OOO.00• payable to Country Oaks Escrow
to be (Creta aADIlCable Dox) ❑ fortnveth deposited in the payee's trust account
�I held uncashed until Me Date of Agreement When cashed. the Check snail be deposited into Me payee's trust account t0 be applied toward the
Purchase Pl ce Of Me Property at the ClOSmg, as Defined In paragraph 8.3. Should Buyer and Seller flat enter into an agreersefn for purchase and
sale. Buyer's Check or tunas shall. upon request by Buyer. be PrOmpy returned to Buyer.
Q4 a me runos deposited with Escrow Holder y or on behalf of Buyer under paragraphs 51 and 5.2. abow (collectively the ••DepdSIt''),
Snail be deposited by Escrow Holder In such State or Fetleally charteed bank as Buyer may select and in such interest-bearing account or
accounts as Escrow Holder Or Brokegsl dean appropriate and consistent with the timing MUiremante of this transaction. The interest therefrom
shall accrue t0 Me benefit Of Buyer, who hereby acknowledges that there may IM wathss Or inhireat forfeitures if the applicable instrument is
redeemed prior to its specified maturity. Buyer's Federal Tax Identification Number is N/A
Financing Contingency. (Strike d not applicable)
tuliOO. Or from any Correspondent or agent thereof, a Commitment to lend to Buyer a sum not less than
at a fixed interest rate not to exceed —% par annum. Payable in equal monthly Installments. Including interest amortiz a period of not
less than— years and all due in not less Man.years, or at a variable interest rate COMMon, ingaI an- snot to exceed_is
per annum. amomzed oval a pend Of not ten than years and all due in not less than ye d in eine Case. with loan fees not
to exceed —`Ix Of Me amount of the new loan (the' Loan'). The New Loan snail pe y a first deed of trust upon the Property and
Shall be upon the following additional terms and condibons:
and upon Such other terms and Conditions as e y required y Such lender.
6.2 Buyer nereby agrees td tlili urua obIS sur" the New Loan. g Buyer snail fel p notify its Broker, Escrow FbIMr and Ballet In
Sur inq, within d owing the Date of AgreemanL that me Now Loan has not been obtained, A shall be Conclusively presumed
mat Buyer has either ob said New Loan Or has waived this New Loan con ingency.
6.3 If, aft. eiligence, Buyer Shad riotiy ds Braker, Escrow Holder and Seller, in wri8rq, within the tan apecifed in Paragraph 6.2 hereof.
that
Buyer of obpmed say Naw Loan, this Agreamem snail M termWtad, and Buyer snail pe entlWd b the prompt return Of Burrs DepOsn
an her funds deposited y or for Buyer vnm Escrow Makler « Sailed plus ay tmeast named thereon WY only Escrow Folder and Time
71 The Purchase Money Note shall provide far Interest on unpaid principal at the rap of %per
and interest to be pay as follows:
7.2 The Purchase Money Note sols the Purcn - _ _.v of Trust shall contain provisions regarding the following•
pal Prepayment Pnncia m id In whole or in part at any fume whhout penally, at me Option Of Byer.
Ib) Late Charge arae of b'9h shall be Payable with respect 10 Sy payment Of DMIC pal, interest Or Other Charges, not made
within len 1101 days sue.
@9Wall .n Sale. In me event tha Buyer sells Or transers bras to the Property Or any Damon thereof, than the Seller may. at Seller's
11. Escrow and Closing.
8 1 Upon acceptance hereof by Seiler. this Agreement including any counts -others incorporated herein by the Parties. shall constitute not
only the agreement 01 purchase and sets between Buyer and Seller, but also instructions to Escrow Holder tar the OonsummanOn of the Agreement
through the Escrow. Escrow Holtle snail not prepare any further escrow instructions restaging or amending this Agreement unless specifically so
in strutted by the Parties or a Broker herein.
8.2 Escrow Holder is hereby aanOnled and Instructed to Conduct the Escrow in accordance with this Agreement applicable law. custom
and practiu of the community in which Escrow Holder is located.mcluding any reporting requirements of the Internal Revenue Cine. In Me event
Of a conflict between the law of the state where the Property is located and the law at Me stale when the Escrow HOldeI Is located, the law of
the state where the Propertyis IoCahkS shall prevail.
8.3 Subject to satisfaction of the Contingencies herein described, Escrow Holder shall CIO" this escrow (the -Closing") by recording the
grant deed and other documents required t0 be Wanted and by disbursing the funds and dOCYmelis in accordance wim this Agreement
84 d this transaction is terminated for non -satisfaction and non -waiver Its Buyers Contingency, as defined in paragraph 9.a, then neither
Of the Panies shall thereafter have any liability, t0 Md
e Other under MIS Agreement P%c ' ''-9 extent at the breath Of any amrmative covenant
or warranty in this Agreement that may have been involved. In Me event of such terminal. q ;dyer shall be prOmPy refunded all funds deposited
by Or on behalf of Buyer with a Broker, Escrow Holder Or Seller, less Only Title Company a J Escrow Holtle concellatgn fees and conal all of which
shall be Buyer's obligation.
8.5 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided.
however, Mal a the Closing does not occur by the Expected Closing Date and the Expected Closing Date is not extended by mutual instructions
of the Parties. a Parry hereto not then In default under MIS Agreement may notify the offer Parry, Escrow Holder. and Brokerls), In wr.hng that,
unless the Closing Oecue within five 15) business pays following said nonce, the Escrow and this Agreement shall be Palmed terminated without
further notice or Instructions.
8 6 Should the Clowng not occur during said five (5) day period. this Agreement and Escrow shall be deemed laminated and Escrow
Holder shall forthwith return all wallies and Documents. less Only Escrow Holder reasonable fees and exports S. to the Pay who deposited them
Such Pay snail Indemnity and hold Escrow Halder harmless in Connection with Such retum. However, no refunds or dOCumants shall be returned
to a pay claimed by wnnen force to Escrow Holder to be In default under this Agreement.
8.7 Except as Otherwise provided hereon. the termination of Escrow and this Agreement and/or the return of deposited funds or documents
Shall not relieve or release either Buyer or Seller from any obligation to pay Escrow Holders lees and Costs or constitute a waiver. release or
discharge al any breach or Jelaun that has occurred In the performance of Ina Obligations, agreements Continental or warranties contained herein
6.8 If this Agreement terminates for any reason Othew than Seller's breach or default Men at Seller's request, and as a condition lathe
return of Buyer's deposit, Buyer shall within five (5) days after written reauest deliver to Seller, at no Charge, copies of all surveys. engineering
studies. 5011 reports. Maps, master plans, feasibility studies and other similar items prepared by or or Buyer mal pertain 10 the Propey,
9. Contingencies to Closing.
9.1 The Closing of this transaction I$ contingent upon the satisfaction Of waiver of the following contingencies:.
pal DISCIOSure, Buyers receipt and Wrimern approval, within len 110) days after delivery o Buyer. Of a Completed Property Information
Sheet [the'•Prepey Information Sheet"). concerning the Property, duty neculed by Of on behalf o1 Seller m the current form wequivalent to that
Published by the American Industrial Real Estate Association fihe "ALR:'). Seller shall provide Buyer with the Property Information Sheet within
len (101 days following the Date of Agreement
Ib) PyLCal MspeChO0 Buyer's widen approval, within ten (10) days following Me tater of the Dale of Agreement Or receipt by Buyer
of the Property Information Sheet of an Inspection by Buyer. at Buyer s expense, 01 the physical aspects of Me Propel.
tance
• ment or receipt byaBuyer0of thesProperty �ormaton Sheet rt ofra Hazardous Substa ce Conditions) eport Concerning ththe e Property r Of the end relAgree.
vant
adjoining Prooemes. Such report will be Obtained at Buyer's direcron and expense. A **Hazardous Substance" for PurpaSSS of this Agreement is
definea as any Substance whose nature and/or quantity at existence. use. manufacture. d,scosal Or effaCt. fentle It Subject to Federel. state or local
regulation, investigation, remediation or removal as poten0ally mrynOu3 to public health Or welfare. A "Hazardous Substance Condition" for purposes
of this Agreement is defined as the existence On, under or relevantly adjacent to the Property at a Hazardous Substance that would require
emaciation and/or removal under 8p0ticable Federal. State or local law. ,,,nnf JQplata
�nnsls PAGE 2
Inmos
I 'vl n;J=;;•r� E,,,?r ; .rotor, anrpya, 'Thin Twenty 1201 Cars a lie la!er dt me Date if agreement m rerrat pv Suver
Ocer^y moa S'ael. jf a iJu est recon Concerning he PropeM Said nail be obtained at Buyer S Correction amp?hoer, Se Seller
snag D"i Je to auver _ones Of any ae5tmg sons reports mal Seller may '
ie� „andiron Ol ice Suver s writer, aooroval of a Current preliminary the report concerning the PropeM time "PTR') u9vea by The
'Tile Company as well is all documents line 'underlying Documents *1 referred pit the PTR, and the Issuance by the Tilie DOM carry p° the tire.
OOIICY Ceurlb od In 10 1 Seller small Cause he PTR and all uneedying Documents 10 be debvered to Buyer promptly cher the Dale of Agreement
Buyer s apOroval IS m be given within ten A01 days after receipt Of Sald-PTR and tegIOIH copies of all Underlying Documents The C1S31proval Cy
9uyer Of any monetary encumbrance. which by the terms of his Agreement IS not to remain against the PropeM after the Closing. *sail not be
considered a failure of his Candour,. as Seller small have he obligation. at Seiler s expose, 10 satisfy and remove such dledOprOVed monetary
encumbrance at or before the Closing.
oval. within
1 days after
4uoclemem biased, Oon a Survey Prepared torAmerican Let IT nifty Ile AssOCldi rr, fine receipt
1 Standards for an owner 9 Policy by a licensed surveyor,
src'w10g line legal pescnptlon and boundary Imes of the Property. any Smal l9 01 record and any monsverni poles. structures and things
located within an .)0) feet either side of the PropeM boundary lines. The survey small be prepared at Buyer S direction and expense. If Buyer nag
Chained a surrey and Approved me ALTA title supplement. Buyer may elect within the period allowed for Buyer S dOprOval Of a survey l0 have do
ALTA extended coverage owner s corm M Odie Pi in whin event Buyer shall pay any additional premium a traltable there,,.
,g) Existing Leases and tenancy Statements Buyer s written approval. wilnm ten (10) days after receipt of legible copies Of all leases.
subleases or rental arrangements 10ollwiveiy the "Existing Leases'1 affecting me Property, and a statement (he "Tenancy SetemMl'1 In the latest
form Or equivalent to mal PObI¢hed by the AI A. executed by Seller and earn lenlnt and subtoant Of Me Property Seller shall use its best among
10 provide Buyer with said Existing Leases and Tenancy Statements promptly after the Date 01 Agreement.
hl Other 4greemenfS. Buyer 9 written approval .,thin ten (70) days after receipt, 01 a Copy of any other agreements ("Other Agree-
ments') known to Seller hat will aact the Property Deyend the Closing, Seller shall Cause Said cODIeS to ba delivered t0 Buyer promptly after
he Dale of Agreement
oil Rnanbng If paragraph 6 hereof dealing with a financing contingency has not been Stricken, the Satisfaction Of waiver of such
New Loan Contingency
til Existing NOfei If paragraph 4l(C1 has not been stricken. Buyer s carmen approval. within ten 1101 days alter receipt al conformed
and remain copes 01 he Existing Notes. Eluting Deeds Of Trust and related agreements (ColleCh iy Me "Loan Documents"I to worth he PropeM
will remain subje1f after the ObSing.th innpaid i benecipal Bary statement (he "Beneficiary SlatemenP•) executed by the holders Of the Existing
Notes Confirming:unofn p1 he amount Of the a ben Principal onne hoI current interest rale, and he oats M which interest 13 paid. and (2) the nature
and amount n any impOary S held enby the beneficiary m connection vim Said loan. Seller shall use its beg efforts to Provide Buyer win Said Loan
Documents and Beneficiary Statement Prpmpty after he Date of Agreement Buyer's Obligatin to Close is further Conditioned upon Buyer s being
able f0 PUlpnaa@ the Property withOuI acceleration Of Change In the terms of any Existing Notes Or Charges to Buyer expect as ar erwles provided
in this Agreement Of approved by Buyer. provided. however. Buyer small pay the transfer fee referred 10 In pa2graph 4.2 hereof.:
ler Destruction Damage or Loss. There shall not have CCCOmed prier to he Closing,a destructin Of. or damage or loss to. the POPI
or any pomn MBreOt. from any "use whalsobver. which would cost more man $10.000.00 to repay Or cure. 11 Me COB of repair or Curtis $10.000.00
or less. Seller Shall ropam or Cure the IOU proof to the Closing. Buyer shall haul The option, morn ten (101 days after recaps of written notice Of a
loss costing more than 510,000.00 to repair or cure. M either terminate his IransaenOn Or to purchase he Prop" notwithstanding such IOU, but
without deduction or offset against the Purchase Price: If the cast to re ter or cure is more than .$10.MOM. and Buyer does not elect to terminale
his transaction, Buyer Small be entitled to any insurance proceeds 11001'Cl a t0 such loss Unless OtheNnal notified in writing by ,MW Party 0'
Broker. Escrow Holder Small assume n0 destruction. damage or loss Costing mom Man $10.000.00 M repair M cure has OCclared prior to Closing.
in (1) Material Change. No Material Change, as hereinafter defined, Shall haw occurred mer respect to the PropeM that hag not been
or conditiontiof me Property as reasonably exBuyer. For Purposes fthis pected by the Buyereement. a 'Material
thait ioccurs aher Me date Of this i Shall be a OftH adde in the gprwr Matus f the use. the Closing. Boer shall have
ten (10) days 10110wing receipt of winno notice from any source of any can Material Change within which IO approve a disapprove Same. Unless
otherwise hafted in writing by either Party of Broker. Escrow Holder shall assume that no Material Change has occurred prior to the Closing
lml Seller Performance. The delivery Of all documents and the due performance by Seller Of each and every undertaking and agree-
ment to be performed by Seller untler this Agreement -
fn) Breach of Warranty That each representation and warranty of Seller herein be hue and Onect as of the Closing. Escrow Holder
small assume that this Condition has been Satisfied unless notified to the contrary in writing by Buyer her Brokerlsl P Wr to the Clx$mg,
(0) Brokers Fee. Payment at he Closing of Such Broker's Fee Us Specified in his Agreement or later widen Instructions to Escrow
Holder executed by Seller and Broken). It i5 agreed by Buyer. Seller and Escrow Holder that BrOkerre) is/aft a third party beneficiary Of this
Agreement insofar as the Broker s lee is Concerned. and that no Change small be made by Buyer, Sella or Escrow Holder mM respect to Ins Time of
payment. amount Of payment, Or The conditions to Payment Of Me Brokers taxi SP¢Cified In Mu Agreement without me written consent of Braked a).
9.2 A11 Of the contingencies specified in subparagraptis tai through In) of paragraph 9.1 are for the benefit Of. and may be waived by. Buyer
andmay be el Sewhere herein referred 10 a5 "Buyer's Conlingeorl
• 9.3 If Buyer shall fall. within Me applicable time SCe(died, to ePPrOw Of duecProve in wnfing to Esprow lloMm, $eller and Me aher Party's
Broker. any Item, matter Or document Subject to Buyers approval under Me WITIS Of his Agreement it Shall be COlow.Si lly presumed that Buyer
has a the timved Such item. menef or y t e ent.Buy r in IT3 conditional epormal shall conglhute a disappfOvai, unless Pool i5 made by he SHIN
.thin the MPO edspecifiedte therefor by the Buyer m MTo CO mlitional approval Or by this Agreement whichever a later, for the satisfaction of Me
c00tlit10n Imposed by thQ BUyer. ,
94 if any Buyer's Contingency is not Satisfied Of it Buyer disgpprovel any matter subject t0 its approval with$" Me fime period applicable
Iherefo i"Disapproved Item"), Seller shall haw the right within ten 110) days following the expiration of the kine ped0o applicable to such Buyer
Contingency or receipt of notice Of Buyers disapproval, 99 Me Casa maybe. to elect 10 Cure such Disapproved hem prior to the Expected Closing
Date I"Seilers Election I. Seli failure TO give to Buyer whin Said ten 110) day Period. written notice oler! Of Scommitment to cure such
Disapproved Item on or before Me Expected Closing Dale Shall be Oonclusiwly Wewma to Pe Sellas Election 1101110 cure such Disapproved
Item It Seller elects. Some' by written notice or failure to give woman notice. not to cure a Disapproved Item. Buyer shall have the election. within
ten (10) days after Seller s Election, to either accept title to Me Property subject to that Disapproved Item, Of 10 terminale this transaction. Buyei s
failure to elect termination by women notice 1r, Seller within Said len (10) day Period shall C0nSQIUIO BoOrS eleCPoll to accept title 10 Ins Property
Subject t0 That Disapproved Item without deduction or offset. Unless expressly Provided OtheMyge may". Seller's right to Cure shall not apply to
Hazardous Substance Conditions referenced In paragraph 9.1 IC) or to the Financing Contingency set forth in paragraph 6. Unless The parties
mutually instruct otherwise, II he time penOds for he Satisfaction of Contingencies or for Setters and Buyer's said Elections would expire on a date
alth
IOIIOwie Expected Closing Date, the Expected Closing Date shall be deemed extended to coincide with the expiration of tree (3) business days
" Ire expiration on Is) the dbplicaole Cntingency paniXa), lot Me Period within whin the Seller may elect M cure the DiSSpproyQd Item.
or IC) It Seller elects not to cure, the PaOd within whorl, Buyer may elect to terminate MIs transaction, whichever ie later.
9.5 Buyer understands and agrees that until such time as all Buyers Contingencies have been UTSfied Or waived, Saler and/her its agents
may solicit. entertain and/or accept back -UP offers to purchase he Subject PropeM in the event Me transaction COyered by MIS Agreement is
not Consummated.
9.6 As defined in Subparagraph 9.1M), Buyer and Seller acknowledge that extensive local seta and Federal legislation establish broad
liability upon owners and/Or users of rest property for Ore inwstiga110n and remedialion Of a Hazardous Substance Condition. The asterommahon
of the existence 01 a Hazardous Substance Condition and the evaluation Of the Impact Of such a condition are highly technical amid beyond the
expertise 01 Brokensl. Buyer and Sefler acknowledge Mat they have been advised by Brokegg to COASum Manor own technical and legal experts
with respect to the Possible Hazardous Substance Condition aspects Of MS PropeM Or adjoining properties. and Buyer and Seller are not relying
upon any Investigation by or statement of Brokerls) with respect thereto. Buyer and Seller hereby saw" all responsibility for the Milli of Such
Hazardous Substance Conditions upon their respective interests herein.
10. 1Mcumeriht Required at Closing:
10.1 Escrow Holder sail cause to be issued to Buyer a standard Coverage (Or ALTA extended of so elected under paragraph 9.1 (h)
owner a form WICY 01 title Insurance effective as Of he Closing, Issued by the Title Company in the full amount 01 he Purchase Price. insuring Jule
to he Propertyvested -in Buyer, subject only to ins exceptions annoyed by Buyer. In Me event there is a Purohase Money Deed of Trust in thin
transaction. Me Polity of title insurance shall b a pint Prelexation Polity insuring both Buyer and Seiler.
10.2 Seller shall daily& or cause to be delivered to Escrow Holder in time for delivery M Buyer at the Closing, an original ink signed:
Tal Grant deed Tor ¢gUIVIIi ll. duly executed and in recordable Term. conveying fee the to the Progeny to Buyer. -
(b) If paragraph 4.Ucl has ria peen Stricken, the Beneficiary Statements concerning Existing NCtNSI.
Of If applicable, the Existing Leases and Other Agreements logetrer with duly executed assignments thereof by Seller to Buyer The
assignment of Existing Leases Shall Oe an Me MOM recent Assignment and Assumption of Lessors Interest in Lease form published by The AJi
or Its equivalent.
W) If applicable. the Tenancy Statements executed by Seam and the Tenants) of Me Property.
let An Section 1445 Or sUccesdsoftstatutel� Seller days not provide such aMtlavito the effect Mat Seller is j m turn r is Pat
rein Me meaning of Internal Revenue Cade
days prior to the Closing, Escrow Hatlar shall at Me Closing deduCt from SHerS PWCeed$ and OMIT to InternaloBu y�er at leeaH¢e w01115um as13required by 4 0011 Fedefal law when respect to Purchases from foreign sellers
. 10 3 Buyer Shall deliver or Cause to be delivered to SHIM through Uprow:
Of The Cash Portion of the expenses and adjustments, The balance at the cashse riPorce tion of the Ptinnd such al'i nal P Ce. mul Includ g re uBuyers escrow Charges anuni this d am" "an Charges t
or any othermethodmethod deposited er otaole M Escrow Holdeer with ESCICY, r asbimmediately Calmer abl funravion ds no ln a ater thanmajor
I1 00 banking
Clack AM. On Me bushne" days Prior to
the Expected Closing Date.
1
lmows PAGE 3
Inivajs
Fmn
Itwnefevleence
this
mase tlocu Me Purchase Money Dee0 o T,eifig n recordeb Qfform't of nsuraneuonl ria mD
tie ovemems n
le dmOUnl 01 the oil reOaClmenl cast ndmn9 Seller a3 a mortgage lass Payee. dOtl a real estate tax service contract tat Buyers ex Dense.,
assuring Seller of notice Of the status Of payment of real
property taxes during the Ida of the PurchaSa Money Note.
Ic) The assumption portion of the Assignment and Assumption Of Lessors Interest in Lease form specified In paragraph 10 21ci.
above, duly executed by Buyer with respect to the obligations of the Lessor accruing after the Closing as to each Existing Lease.
(tl) Assumptions duty executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements.
IS) If applicable, a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes.
11. Proration& Expens m and Adlustmenb.
11 1
l Property taxes
the owner
f Me
upon the latest id Rbll a actable. The Partieal agree to Prorate as of the Closingil be anyorated taxesassessed age against me ProO crow as of the date
by bill
M supplemental al
Payment Shelf lemade PrOmPHY In
0lev11sed f the amounreason t necessary t0 af events ccomplish prior 10 a ch(Proration Seller
a COPY Of any such
sh at
in
mai. my and discharge full OrrbeforeMe Closing the unpaid baf
any special assessment bonds. lance Of
11.2 Insurance. 11 Buyer elects 10 take an assignment Of the existing casualty and/or liability insurance that is maintained by Seller, the
current premium Meteor shall De prorated through Escrow as of the (late of Closing.
113 Rentals. Interest and Expenses Collected rentals, interest on Existing Notes. utilities. and operating expenses shall be Prorated as of
the dale of Closing. The Ponies agree to promptly adjust between themselves outside of Escrow any rents received after the Closing.
114 S"I miy Deposit. Securer Deposits held by Seller be
sell given to Buyer by a Credit to the cash required of Buyer at Me Closing
I1 5 Post Closing Matters. Any nem to be prorated that is nor determined
of determinable at the Closing shall be crony adjusted by the
Parties by appropriate Cash payment OulSlds of Me Escrow when a amount OW s.3 determined,
116 Variations In Existing Note Balances. In the event Mat Buyer is taking title to the ProPeny subject t0 an Existing Dead of Trusts, and
in the event Mat a Beneficiary Statement as to the applicable Existing Notelsl discuses that Me unpaid
principal baance of Such Existing Notels,
at the Closing will be more or less than the amount sal forth in paragraph 0.1(cl hereof (the "Existing Note Variation"), Men the Purchase Money
Notels) shall be reduced or increased Dy an amount equal to such Existing
Note Variation. If Mere is to be no PYCnase Money Note. the Cash required
at Me Closing per Paragraph 4A of stall be reducad or Increased by the amount of such Existing Note Variation.
11.7 Variations M New Loan Balance. In the event Buyer is obtaining a New Loan and in Me event Mat the amount of the New Loan actually
obtained Is greater than the amount set forth In Paragraph 61 hared, the Purchase Money Note, if One 13 for
Called in this transaction. shall be
reduced by Me excess of the actual face amount of the New Loan Over such amount 83 designated in PoagralN, 6.1 hereel.
118 ESCrow Costs and Fees. Buyer and Seller shall each pay ons-had Of the Escrow Molders Charges and Sellar shall pay Me usual
recording fees and any required documentary transfer taxes. Seller shall pay the Drams. m or a standard
covers a owner' or joint oro ectlon
PoliCy of line insurance. Buyer shall pay all fees related to the note assulnpt On referenced
12. Repmea r a ton and tim ey go of SNiw and Disdsimak in 4 c (i) .
12.1 Seller's Wamgnties and representations Shall survive the Closing and delivery of the dead and, unless otherwise "red herein, are true.
material and rel.etl upon by Buyer and Brokers)
In all respects. both as of the Date of Agreement and as Of the date 01 Closing. Seller hereby
makes the following warranties and representations to Buyer and Broli
(a) Auth" of Seller. Seller is Me owner of Me Property and/or has the full right POwer and authority to veep. Convey and transfer
the ProOerty to Buyer as provided herein, and 10 perform Setter's
obligations hereunder.
nd
With destruction. damage or loss osssr. SellerShallamaintain Me Property ConditionAtParagraph
le ClosinExcept
heating. to iD present Gas ond, If on oro ordinary
war aro tear ex ptremor
ted The
ventilating. air conditioning, plumbing, elevators, loading doors and electrical 3ySmm3 Shall be in good Operating order an con ion
at the tient Of the Closing.
(c) Hazardous SubstanOesWS'nage Tanks. Seller has no knowledge. exceotas otherwlsodisciandlo Buyer in writing, DIMS existence
an the of
Orc, existund
„�rdoua Substance as depned in Paragraph 9.tic)k
Or below groor
Storage lace
nor dere existence 0r pnpr exislenta of any a boa
nk or anki
(d) Compliance. Seller has no knowledge of any aspect pr condition of the Property which violates applicable awe. Nies. regulations,
codes. Of Covenants, Conditions Or restrictions, or 01 improvements
Or alterations made r0 Me Property W OYt a permit whereOne was required.
or OI any unfulfilled Order or directive of any 3DOliCable governmental agency or coaualry, insurance company that
remediation,
any work Of investigation.
repair, maintenance or improvement 13 to be Parof red on Me Property.
(!1 Changes In Agreemena. Prior to the Closing, Seller Will not violate or modify. orally or in writing, any Existing Lease or Other
Agreement. Or Create any new leases or other agreements affecting the Property. Without Buyer's
•
unreasonably withheld. written approval. which approval will not be
IT Possessory Rights. Seller has no knowledge Mat anyone will. at the Clesiog, has any night to possession of the Property except as
disclosed by this Agreement or otherwise in wring to Buyer.
(9) MaChal@c5'Llens. There are no unsatisfied mechamt's or materalman's lien fights Concerning the Property.
M) Acting, Suite or Proceedings Setter has no knowledge of any anions, suits a proceedings Damping or threatened before any
commission. board bureau. agency. inslNmantalilg arbitrators) Court or tribunal that would affect the Property or the right to
occupy Or utilize Same.
(I) Notice of Chingaa Seller Will W"P" notify Buyer and BrOkerfs) in wfMrg Of any Material Change fag defined in paragraph 91pp
affecting the Property that WCOmes known prior to the Closing.
�o��S�eller
9) No Tenant Bankruptcy PrOCeedngs Seller has n0 notice Or knowledge Mat any tenant Of Me Pro,s Me subject Of a bank-
or insolvency proceeding. perly
(k)
(k) NO Seller Bankruptcy Poceedings. Seller is not the su6'ct Of a bankruptcy, in3Ot they or probate Praceeding.
122 acknowledges epthe"
otherwise
port and will, by a ter ime Called ot mak@ s all tedinspeClothis
na0f tem Property . Buyer is Purchasing Me PrOmrtV in its existing Condi.
believes
interest in, and its Contemplated use of the Property. The Parties acknowledge Mat. except aBeMise Stated dier rotect Its Own
necessary to nor p esents-
n trellis Agreement.
lOn3. Inducements promises agreement; assurances.
Oral a wnban, Concerning the Property, Of any aspect of Me Occupational Safety and Health
Act hazardous substanceaws. Of any other act. Ordinance Of taw nave bean made by + 'r• p :rty Of Broker.
Or relied upon by either Parry hareo.
13. Possession,
Pons,
o � a�ign f Me PrepeM shall be gi n 10 Buyer at the Closing subject t0 Me rights of tartan under Existing Leases and as
GG g in Paragraph 1 2.
to Bea
14 1 At
time during the
to rights Of lenar s under Existing Leases. enter upon the Property for . and its agents the purpose Of making nnd mOMHrtatfiw, llshe" the at reasonabletimes try
Following
pections andtFears s Ag ems Agreement
any Such entry or work, unless otherwise directed (n writing by S@Iler. Buyer Shap return Me Property to the condn.on n was m Prior to
such entry or work. Including the recOmpacti0n
or removal Of any disrupted Sall Or material as Seller may reasonably direct. Aft such mspechoms
and tests and any Other work Conducted Or materials furnished With respect 10 the Property by Of for Buyer Shall be Mid for by Buyer as and when
due and Buyer shall indemnify, defend,
protect and hold harmless Seller and the PrOperry of and from any and all claims liabilities, demands,
lossescosts expenses (including reasonable attorneys lees). damages or recoveries. including those or injury to
person or Property, arising out
of Or relating to any such work Or materials or Me att5 or om'sons Of Buyer, Its agents Or employees in Connection therewith.
15. Furtl.sr DoePrlists and Assunnesa.
15.1 Buyer and Setter shall each. diligently and in good faith. undertake all actions and Procedures fe230oably required to place the Escrow
In condition for Closing as and when required by this Agreement. Buyer Seller
and agree t0 Provide all further Information, and to execute and
deliver all fuller documents and Instruments. reasonably required by Escrow Holder or the Title Company
16. Attoroeyer Fees,
16 1 1n Me event of any litigation or arbitration between the Buyer. Seller. aro Brokers). Or any of them. concerning this transaction, me
prevailing parry shall be entlbed to reasonable attorneysfees and costa. The apooeys' fee award
Shall nor be Computed in accordance win any
court ties Schedule. but shall be such as to hilly reimburse 311 attorneys' fees reasonably incurred in good taint.
17. Prior Agreamenb/Amendment,
Procert77y. .1 The Contract In effect as OI the Date of Agreement supersedes any and all Dnor agreements between Seller and Buyer regarding the
17.2 Amendments to this Agreement are effective only of made In venting and executed by Buyer and Seller.
I6. Broker's Righte,
16.1 11 this Sale Shall net ed consummated o the eaten of Buyer, the Buyer shall be liable to and Shoff Day to r(sl the commission
nal would ndVe received had the
en
sale beth C003Ymmdlld. This ObIIga110O Of Buyer 19ndtl01110n to any obligation w11h M,apeCl t0 LQuitldtad
tlamages. win
da ages
16 2 Upon the Closing, Brokers)'Ware authorized 10 publicize the facts of this transaction.
Inivals PAGE d Initials
19. NOncea,
191 wi, er any Pang hereto. Escrow Holderor Broken) herein shall desnOr serve any notice, demand. request approval or other
Commun,caoon.eacn Such CoMmumcallon snail be in writing and small be delivered p lly. by messengeror Dy mal.pCslage Prepaid.atldresseo
3s set forth adjacent to trial pamj s Or Brokers signature on MIS Agreement or by telecopy with receipt confirmed by tel¢DFIOne. Service 01 any such
communication shall be deemed made an The date of actual receipt at such adorers.
19 2 Any Party ar Broker hereto may from time to time, by nonce In wnbng served upon MB other Parry as aforesaid designate a different
address to which. or a different person or additional persons to mom. 311 communications are thereafter to be made.
20. Duration of Off".
20 1 If this offer small not be accepted by Seller on Or before 5 00 Pill according to the time standard applicable to the city Of
Los A>�e1es _ on the date of _ J111v 19, 1990,;1 shall be deemed automatically feyoked
20 2 rhe acceptance Of this offer. or of any subseouem counter-offer hereto. Mat creates an agreement between the Ponies as described
in paragraph 12. shall be deemed made upon delivery to Me other Part/ or either Broker herein of a duly executed wining unconditionally acCeptng
Me last Outstanding offer or counter-offer
21.1 THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFlC OR TO
SIGNING THIS AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE SU LER IF BUYER FAILS
TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THE ER THE SATISFACTION OR WAIVER
OF ALL CONTINGENCIES PROVIDED FOR THE BU BUYER BREACHES THIS AGREEMENT, SELLER
SHALL BE ENTITLED TO LIQUIDATE THE AMOUNT OF $ PLUS INTEREST,
IF ANY, ACCRUED THEBEQ16i PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY
FURTH SELLER, ANO ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL
-- Bpyvinifiaas Serle, Ffih
iev
paragraph 237b=
22.1 ANY
Y AS TO
ETHER SELLER IS ENTITLED TO THE
BUYER IS ENTITLED TO THE SRETURN OF DEPOSIT EPOSIT MONEY, SHALLE DETERMINED BY BINDING QUIDATED AA ES ATION
BY. AND UNDER THE COMMERCIAL RULES (the "COMMERCIAL RULES'? OF. THE AMERICAN ARBI ON ASSO.
CIATION. HEARINGS ON SUCH ARBITRATION SHALL BE HELD IN THE COUNTY WHERE THE PRO IS LOCATED.
ANY SUCH CONTROVERSY SHALL BE ARBITRATED BY THREE (3) ARBITRATORS WHO R L BE IMPARTIAL
REAL ESTATE BROKERS WITH AT LEAST FIVE (5) FULL TIME YEARS OF EXPERIENCE I E AREA WHERE THE
PROPERTY IS LOCATED, IN THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF TH GREEMEfYT AND SHALL
BE APPOINTED UNDER THE COMMERCIAL RULES. THE ARBITRATORS SHALL H NO DETERMINE N CON-
TROVERSY IN ACCORDANCE WITH APPLICABLE LAW AND THE INTENTION 05,4-11E PARTIES AS EXPRESSED IN
THIS AGREEMENT, AS THE SAME MAY HAVE BEEN DULY MODIFIED IN WR BY THE PARTIES PRIOR TO THE
ARBITRATION, UPON THE EVIDENCE PRODUCED AT AN ARBITRATION ING SCHEDULED AT THE REQUEST
OF EITHER PARTY. SUCH PRE -ARBITRATION DISCOVERY SHALL BE MI'17ED AS IS AUTHORIZED UNDER THE
COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITR N PROCEEDINGS. THE AWARD SHALL BE
EXECUTED BY AT LEAST TWO (2) OF THE THREE (3) ARBITR RS, BE RENDERED WITHIN THIRTY (30) DAYS
AFTER THE CONCLUSION OF THE HEARING, AND MAY IN n DE ATTORNEYS' FEES AND COSTS TO THE PRE-
VAILING PARTY PER PARAGRAPH 16 HEREOF, JUDGME BAY BE ENTERED ON THE AWARD IN ANY COURT OF
COMPETENT JURISDICTION NOTWITHSTANDING 7H LURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION
HEARING TO APPEAR THEREAL
22.2 BUYER'S RESORT TO OR pARTICIP N IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT
IN A COURT OF COMPETENT JURISDICTI Y THE BUYER FOR DAMAGES AN SPECIFIC PERFORMANCE
• UNLESS AND UNTIL THE ARBITRATIO SULTS IN AN AWARD TO THE SELLER OF LIQUIDATION DAMAGES. IN
WHICH EVENT SUCH AWARD SHA CT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES ANO/OR
SPECIFIC PERFORMANCE.
22.3 NOTICE: BY INM IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING
OUT OF THE MATTERS I DED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBI.
TRATICIN AR Pr3nvinc, V ns, lennur. I .,....,.. .,..... _. .._
OF
27. Applicable Lave Buyert"" S"Wln/BW
23.1 This Agreement shall be goveraa by. and paragraph 22.3 amended 10 refer 10. the Will of the state in which the Property is located.
2e. Time of Este ro,
24.1 Tme is of the essence of this Agreement.
25. CounterperK
is
ment
ed
together shall constitute one and LTB same instrument, nstrument, Escoer and wHloltler. afterverifyingiWing That the Counterpartsarts. each Of lare Meniscal except for Me nig sl of ignatures.
is aumonzeo and Instructed to combine the signed signature Pages on one of the counterparts, which Shall Man Constitute Me Agreement.
26. Disclosures Regarding The Nature Of a Reel Estate Agency Rauf onMlp
26.1 The Parties and Brokensl agree that Men felatiorlShipsi snail be governed by Me principles SN forth in California Civil Code. Section -
2375. as summanzea In the following paragraph 26.2.
26.2 When entering Into a discussion with areal estate agent regarding a real estate transaction, a Buyer or Salley Should from the outset
understand what type of agency relVOnSIj or reoresenlat!on It haswllh the agent or agents In Me transaCbOn. Buyer and Seller acknowledge
advised by the Brokensl m MIs transaction. as follows:
tat - Sellers Agent A Seller's agent under a listing agreement with the Seller acts as the agent fpr the Seller only. A Sellers agent
or subagent has Me following affirmative obligations: 111 To the Seller, A fiduciary duty Of utmost Caro, integrity, honesty, and loyalty m dealings
with rhe Seiler. 121 To Me Buyer and Me Seller: a. Diligent exercise Of reasonable skill and pre In Performance of the ti. an loyalt i d awry s
honest and fair dealing and good faith. C. A duty to disclose all facts known to the agent materially affecting Me value Or desirability or Me property
that art not known to. of within the diligent attention and Observation Of. the Parties. An agent is not obligated t0 reveal 10 either Parry any
Confidential Information obtained from the Other Parry which apes FICA involve Me amrrriatve duties set forth above.
ibl Buyers Agent A selling agent tan, wdh a 8uyets Consent. agree to act as agent for the Buyer Only. In these situations. the agent
s mol the Sellers agent. even A by a9reemenl the agent may recd" cOmpensabon for services rendered, either in full Or In pan from the Seller.
An agent acting deny tar a Buyer has Me 1011Ovnng affirma0ve obligations Ill To Me Buyer' A fiduciary duty of utmost pre. bq,,, honesty.
dntl loyalty n dealings with the BUyer. 12) 701ne Buyer aro Me Sellera. Diligent exercise of reasonable skill erW care In performance of the agents
duties. D. A dory of homy dna fan tleatirp and good faits. c. A tlury to dISCIOSAI all facts known to Me agent malenalry, affecting Me value or desiraodiry
�I the orecelry that are not vnown to, or elinin Ise tlelgent attention and observation of. the Parties An agent is not obligated to reveal to either
arty any ccnhtlemal :nformancn obtained from the other Party which does not Involve Me sh roes a dubea set form above.
• i❑ agerr :¢oresenbng Sores Serie• 3n0 BVYeI A real estate agent. either acting directly Or through one or more associate merse5-
Cdn I¢gdlW be In¢ agent 31 both Ind Seller and the Buyer in a transaction, but only with Me knowleoge and Conseil of both the Seller and the Buyer
n a ei.al agency trtuatlen. the agent nay the loilowinq affirmative obligations to both the Seller and the Buyer: a. A fitluclary duty of utmost care
.r!=g�ry..•.cnesry 3rd !CyaM m me dedlm.9s w4h Amer Seiler 1 the Buyer b Other duties to the Seller and Me Buyer as stated above In their respective
sections Tal or :Ol of lois pdragraoh 25 2 Q1 in re0res¢nbng OOtri Sailer and Buyer the agent may not without the express Permission of the respective
Path. tlisClos¢ :O Ise o[rer Party Inst Ih0 Seiler will accept a price 'ess than the listing once or mat the Buyer will Day a Price greater Man me
pnc2 .^Here] ql The acOve Cplle4 0f the agent in a real estate transaction Co not relieve a Seller or Buyer from the responsibility to protect
then own interests Buyer and Seller snoulc Carerully read BI agreements to assure that they aaeauarety express their understanding of the Trans.
action A real estate agent's a person lualibe0 to advise about real estate. It legal or tax advice is dewed. consult a competent Protesslonaf. .
c>GES lair
IdAner Disclosures. Throughout this transaction Buyer and Sellecerve more than one disclosure, depending upon the
number of agents assisting in the transamon, Buyer and Seller mould each read � ontems each time It is presented, con)oenng the relation-
ship between them and the real estate agent in this transaction and mat disclosure.
26.3 Confidential information. Buyer and Seller agree to tcentiy to Broker(s) a$ "Confidential" any communication or information given
Brokers) that is considered by such Parry to be confidential.
27. Additional Provision;
Additional provisions of this Oker,dany. areas follows or are aaached hereto by an addendum consisting of paragraphs 29 • through
_ 37
(it .11 be Presumed n0 Omer provisions am induced unless specified here.)
BUYER AND SELLER HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN AND ARE NOW ADVISED BY THE BROKERIS) TO CONSULTAND RETAIN
THEIR OWN EXPERTS TO ADVISE AND REPRESENT THEM CONCERNING THE LEGAL AND INCOME TAX EFFECTS OF THIS AGREEMENT. AS
WELL AS THE CONDITION AND/OR LEGALITY OF THE PROPERTY, THE IMPROVEMENTS AND EOUIPMENT THEREIN, THE SOIL THEREOF. THE
CONDITION OF TITLE THERETO, THE SURVEY THEREOF, THE ENVIRONMENTAL ASPECTS THEREOF, THE INTENDED ANO/OR PERMITTED
USAGE THEREOF, THE EXISTENCE AND NATURE OF TENANCIES THEREIN, THE OUTSTANDING OTHER AGREEMENTS, IF ANY, WITH RESPECT
THERETO, AND THE EXISTING OR CONTEMPLATED FINANCING THEREOF, AND THAT THE BROKERS) ISIARE NOT TOBERESPONSIBLE FOR
PURSUING THE INVESTIGATION OF ANY SUCH MATTERS UNLESS EXPRESSLY OTHERWISE AGREED TO IN WRITING BY BROKER (S) AND
BUYER OR SELLER..
THIS FORM IS NOT FOR USE IN CONNECTION
WITH THE SALE OF RESIDENTIAL PROPERTY.
H mal Agneem rid has Man filled In R has Oen prepared for submiasbn to if l artomM for hie approval. No raprownto bn Or recommendation
M made 111 it" real estate BnnkarfsR or their elWtb or emplpwsuMldn
ye"to Me I"M c%Meal eRaR or ha rznaeguenpe a N4 Apreemwn
Of IM limens action invoked herein. The undenlgned Buyer otter. and agrees to buy the Property on the twine and conditions stabil and
wAnowfedffq e reoabt of a cohereof.
1
�J
BROKER:
Coldwell Banker Commercial
Name Printed: Doug Sonderegger/Barbara Vessadini
Tide: Senior Sales Consultant
15301 Ventura Blvd., 5120
Address
Sherman Oaks,. CA 91403
(818) 907-4607 (818) 907-4688
Telephone - Telecopbr NM
BUYER:
City of Santa Clarita
at* L
Name Printed: Kenneth R. P lskamp
Tine: Assistant City Manager
23920 Valencia Blvd., 5300
Address
Santa Clarita, CA 91355
(805) 255-4901 (805) 259-8125
Telephone T615cooier No.
26. Acceptance,
281 meremspen�ep r accepts Me for*odrq Offer l0 Purchase me Property and hereby seises to sell the Property t0 BUYW Orl the terms and conditions
28.2 Seller ecknpthis Amrokegreement In
s at Br(c)p haNhew bean
of me Property xl forth inn this AreBbramifiedfinto locate a Buyer and hVare me PrOCUr ng rause Of the purchase and sale
I+¢nide�Restate brokerage service rendered by Brokerbl. Sellar agrees to pay Broker()
a real estate brokerage fee in a sum *oust to f'=%)Sof the Purchase Price (the "Brokers Fee T divided actually in such shams as sad Brokers
Mall direct in wring. As Is provided in paragrapah 9.Ito). this Agreement shall aarye F: •^ 'f -vocable Instruction to Escrow Hoder to MY such
brokerage lee to Brokerl) out Of the 010caada &coming to the amount of Seller at me Cas g.
28.3 Seller acknowledges mcaiPt of a copy hereof and authorises the Brokerml I., deliver a signed tippy to Buyer,
NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS
AGFEEMENT.
BROKER:
Coldwell Banker Commercial
Name Printed: Doug Sonde regger/Craig Peters
15301 Ventura Blvd., 5120
Address
Sherman Oaks, CA 91403
SELLER:
Baer Family Trust
Donald Sheldon Baer or Miriam Baer/Trustees
Name Printed: Donald Baer
I.—. Owner
25663 G. Avenue Stanford
Aggress
Santa Clarita, CA 91355
(8l8) 907-4607 (818) 907-4688 (805) 257-6500 805-257-3922
Telephone Telecopier NO. Telephone T61ecopier No.
PAGE 6
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ADDENDUM TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR
PURCHASE OF REAL ESTATE DATED JULY 12, 1990 BY AND BETWEEN DONALD S. AND
MIRIAM BAER/TR BAER TRUST AS SELLER; AND CITY OF SANTA CLARITA AS BUYER,
FOR THE PROPERTY COMMONLY KNOWN AS 25663 W. AVENUE STANFORD, SANTA
CLARITA, CALIFORNIA.
29. CONTINGENCY PERIOD:
Notwithstanding any other provision contained in the agreement,
Buyer shall have a sixty (60) day period from the date of this
agreement to terminate this escrow for reasons: (1) disapproval of
environmental conditions of property, (2) Buyer's inability to
secure the necessary financing for the purchase, including the
obtaining of tax exempt financing, (3) an unacceptable appraisal or,
(4) an unacceptable title condition. Failure to notify escrow
holder in writing Of Buyer's election to terminate this escrow
pursuant to this section shall be deemed Buyer's .waiver of this
right to terminate. Buyer's written disapproval to escrow holder
within said sixty (60) 'day period shall enable Buyer to terminate
escrow without any further liability and Buyer's deposit shall be
immediately refunded without, any further instructions from Seller.
As part of the.financing, Seller agrees to remain liable on the
existing note, which Buyer will assume under present terms and
conditions, and Buyer will only be responsible for transfer fees not
to exceed One Hundred Dollars and No/100th cents ($100.00). .,
Seller represents and warrants to Buyer that to the best knowledge
of Seller j i) Seller has complied in all material respects with all
applicable environmental laws (including CERCLA and the applicable
provisions of the California Health and Safety Code and regulations
promulgated thereunder) ("Environmental Laws") relating to the real
property and its use, and (ii) no hazardous substance has been
released, generated, abated, removed or transported from or on to
the property. Seller hereby indemnifies, defends and holds Buyer
harmless from and against any and all losses, liabilities, damages,
costs, expenses and charges suffered or incurred by Buyer as a
result of the occurrence prior to close of escrow of any violation
of Environmental Laws or breach of the Warranty and representation
contained in this paragraph.
Seller, at Seller's sole cost and expense shall patch the existing
roof in a manner satisfactory to Buyer. Said work shall be
performed in a good and workmanlike manner and shall be completed
prior to close of escrow. All roof, attic wiring and drainage and
overflow devices on the roof that need repair shall be repaired by
Seller prior to close of escrow.
32. 2ELLER LEASE BAPK•
The Buyer, City of Santa Clarita, and Seller, as principal of Aluma
Cube Inc., shall, prior to the close of escrow, execute and return
to escrow, the attached Lease, "Exhibit B", which shall be effective
only in the event of the close of escrow.
33. EARLY OCCUPANCY:
Seller will allow Buyer an area to store approximately fifteen (15)
vehicles on Premises as of September 1, 1990 through the leaseback -
period as referenced in Paragraph #32 above.
Initials
Initials
ADDENDUM TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR
PURCHASE OF REAL ESTATE DATED JULY 12, 1990 BY AND BETWEEN -DONALD S. AND
MIRIAM BAER/TR BAER TRUST AS SELLER, AND CITY OF SANTA CLARITA AS.BUYER,
FOR THE PROPERTY COMMONLY KNOWN AS 25663 W. AVENUE STANFORD, SANTA
CLARITA, CALIFORNIA.
� ' � ! ' • •. K lel.
Seller shall deliver to Buyer within ten (10) days after execution
of this document by all parties, building plans, copies of existing
soils reports, utility plans, grading plans, any other engineering
reports, and any environmental reports relating to the property that
may be in the possession of Seller or its agents.
Seller represents and warrants to Buyer that to the best knowledge
of Seller, the improvements located on the Property -were constructed
in accordance with all applicable building codes at the time of
construction, and that any and all modifications to.said
improvements were performed in accordance with building codes
applicable at the time of such modification, and that all required
building permits were obtained in connection with said construction
and/or modifications.
36. SELLER'S CONTINGENCY:
The purchase of the Property shall be subject to Seller securing an
acceptable facility -for relocation of Satellite Truck Body Company
within thirty (30) days from the Date of Agreement. Failure to
notify Escrow Holder, in writing, of Seller's election to terminate
• this escrow pursuant to this section, shall be deemed Seller's
waiver of this right to terminate. Seller's written disapproval to
Escrow Holder within said thirty (30) day period, shall enable
Seller to terminate escrow without any further liability.and Buyer's
deposit shall be immediately refunded without any further
instructions -from Buyer.
Buyer, at Buyer's option, shall be granted permission to place a
"For Lease" sign on the Property and show the Property.to
prospective tenants during normal business hours prior to the close
of escrow.
CONSULT YOUR ATTORNEY/ADVISORS - This document has been prepared for
approval by your attorney. No representation or recommendation is made
by Coldwell Banker Commercial Real Estate Services or the American
Industrial Real Estate Association (A.I.R.) or the agents or.employees
of this document or.the transaction to which it relates. These are
questions for your attorney.
On any real estate transaction, it is recommended that you consult with
a professional, such as a civil engineer, industrial hygienist -or other
person with experience in evaluating the condition of the property,
including the possible presence of asbestos, hazardous materials and
underground storage tanks.
The herein agreement, upon it's execution by both parties, is herewith
made an integral part of the aforementioned agreement of sale.
0 BUYER:
By
SELLER:
By:
r� 1
Date: Date:
WENLE STANFORD
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Z EXHIBIT "A"
!�P
STANDARD INDUSTRIAIWSE - NET
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
I*&
• 1. Partle t. This Lease. dated. lot reference purposes only. July 12 , 19 90 . is made by and
between Cityof Santa Clarita
(herein called "18530(')
I'd Alums Cube Inc., a California Corporation, dba Satellite Truck Body Company
(herein called "Lesmil
2. Premises. Lessor hereby leases to Lessee and Leasee leases from Lessor for the term, at the ranlaL and upon all of the conditions set forth
herein. that certain real property situated in the County of Los -Angeles Stateot California
commonly known as 25663 W. Avenue Stanford, Santa Clarita
andaescribedin An _approximately 61,500 square feet concrete tilt -up industrial building
on approximately 176,795 square feet of M1 112 zoned land.
Said real property including the land and all improvements therein, is herein Called "the Promises'.
3
Term.
3.1 Term. Thqqtermppfthisl1ppase)hpaq11befor one month
commencingon bCr0 er Lb, Mo andendingon November 15,
unless sooner terminated pursuant to any provision hereof.
3.2 Onlay In Pouaselon. Notwithstanding said commencement date, if for any remain Leaaor Cannot deliver posseuion of the Premises to
Lessee On said date. Lessor shall not be subject to any liability mentor, not Shall such failure affect the validity Of this Lane or the obligations of
Lessee hereunder or extend the term hereof, but in such case. Lasses shall not be obligated to pay rat until possession of the Premises is tendered
to Lessee: provided. however, that if Lessor shall not have delivered possession of the Premium within sixty t60) days from said commencement
dare. Lessee may. at Lessee's option. by notice in writing to Lessor within ten (10) days threatener. cancel MIS Lease. in which event the parties Shall
be discharged from all obligations hereunder. provided further. however. that if such written notice of Leasee is not received by Lessor within said
ten (10) day period. Lou"a right to cancel this Lease hereunder shall terminate and be of no fluthef force or enact
3.3 Cady Poeaeula. If Lessee occupies the Premisse prior t0 said Commencement date, such occupancy shall be subject to all provisions
hereof, such occupancy shall not advance the term matron date. and Leasee shall pay rent far such period at the initial monthly rates set forth below..
a. RML Lasses shall pay to Lessor as rent for the Premises, monthly payments Of $ 1,00 . in advance• on the list
day of each month of the term hereof. Lessee Shall pay Lessor upon the execution hereof S 1.00 93 rent for
October 16, 1990 — November 15, 1990
Rent for any period during the term hereof which is for less than one month Shall be a pro rata portion 01 the monthly installment Rent shall be
payable in lawful money Of the United Slates to Lessor at the address stated herein Ortosuch OIMf Persons erat such other Olson as Lessor may
designate in writing.
. 5. Sociality Deposit Less" shall deposit with Lessor upon execution hereof i 10.000.00* as security for Lessee's faithful
Performance of Lessee's obligations hereunder. if Leasee fads to pay rent orotherchargse duahereuricar, orotherwgedefaultSwnh respect to arty
provision of this Lease. Lessor may use. apply ornately, all orany portion of said deposit forthe paymentof any rens Or Other charge in default orfor
the paymentol any other Sum t0 which Lowormay become obligated by roman of Lea sdefautL orto compensate Lessortor env lessor damxee
ii ��0-3a...-a.'Ib—e,...r,.+••woe••..nn♦YAV.,,nuniuumaunivem in rasWresale aepaNS ie 1M NII amount neralnabove staled and Lessee's failure
to do 90 shall be a material breach Of thio Losse. II the monthly rent that 1. from time to time. increta during the term of this Lease. Lessee anal)
thereupon deposit with Lessor additional Security deposit So that the amount of security deposit held by Lessor shall at all times bear the same
proportion to current rent a3 the Original security deposit bears IO the original monthly rat sal forth in Paragraph a hereof. Lessor shall not be
required to keep said deposit separate from its general accounts. If Less"Wonns all of Lessee's obligations hereunder. said deposit or s0 much
thereof as has not theretofore been applied by Lessor. Shall be returned. without payment of interest ar other InClBmeltt for lis use, to Lessee (Or, at
Lessors option, to the last bsignes. it any, of Lessees interest hereunder) at the expiration of the term hereof. and after Lessee has vacated the
Premises. No trust relationship 15 created herein between Lessor and Lou" with respect to said Security Deposit,
a use. .*to be credited through Escrow
6.1 Use. The Premises shall be used and occupied only for manufacturing and warehous lag
or any other use which m reasonably comparable and for no other purpose.
6.2 Compliance with Law.
sal Lesaoriaarranti to Lessee that the Premises. in its state existing on the date thatthe I-mseterin
use for which Lessee will use the Premises, does not violate any covenants or matrictions of rehord air nnvr
to the
ora,nance In erred On such Lease term commencement date. In the event it is determined Met this warranty an been violated, inM It shall be the
obligation 01 the Lessor, after written notice from Lessee, to promptly. at Lessor's sole cost and expanse, rectify any such violation. in the event
Lessee does not give t0 Lessor written notice of the violation of this warranty within six montas from are data that the Lease term commencea. the
correction of Sameshall be thoobligation of the Lessee' t Lessee's sol,• cost. The warranty COntailMd in this paragraph 6.2 (a) shall be of no larceny
effect if. prior 10 the date Of this Lease. Lessee was theo,her oroccupa^t of the Premises, and, in Such event, Lessaahafl correct anysuch violation
at Lessee s sole cost.
(b) Except as provided in paragraph 81(a). Lessee shall. at Lessee's expense, comply promptly with all applicable Statutes. ordinances,
rules, regulations. orders, covenants and restrictions of record. and requirements In effect during the term or any pan of the term hereof, regulating
the use by Lessee of the Premises. Lessee Shall not use nor permit the use of me Premises in any mannerthat will lend to Create waste or a nuisance
or. if there shall be more than one tenant in the building containing the Premises. shall tend to disturb such other tenants.
6.3 Condition of Premises,
(a) Lessor Shall deliver the Premises to Lessee clean and Vee of debris an Lease commencement date (unless Lessen is already in
possession) and Lessor further warrants 10 Leasee that the plumbing. lighting, air conditioning. -heating, and loading doom in the Premises she!! be
in good operating condition M the Lease Commencement date. In the event that it is determined that thiswarranty has bee nv,olated. then it snail be
the obligation of Lessor, after receipt 01 written notice from Lessee setting forth with specificity the nature Of the violation, to promptly, at Lessors
sole cosi. rectify such violation. Lessee'1 failure to give such written notice t0 Lessor within thirty (30) days after the Lease commencement date
shall cause ins cOdcNawe presumption that Lessor has complied with all of Lessors obligations hereunder. The warranty contained in this
paragraph 6.3(a) shall be of n0 force or effect if prior to Ne date Of this Lease. Lessee wan the owner Or occupant of the Premises.
(b) Except as Otherwise provided In this Lease. Lessee hereby accepts the Premises in their condition existing as OI the Lease
commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal.
county and slate laws. ordinances and regulations governing and regulating the use of the Premises. and any covenants or restrictions of record.
and accepts tins Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neaner
Lessor nor Lessor's agent has made any representation or warranty as t0 the present or future suitability of the Premises for the conduct of Lessee s
business,
7. Maintenance. Repairs and alterallons.
7.1 Lesne s Obligations. Lessee shall keep in good order. condition and repair the Premises and every part thereof, structural and non
structural. Iwhetner or not such portion of the Premises regumng repair. or the meansaf repamng the same are reasonably or readily accessible to
Lessee. and whetheror not the need for such repairs occurs as a result of Lessee'a use. any prior use. theelements orthe ageof such portion of the
Premises) including, without limiting the generality Of the foregoing, all plumbing, healing, air conditioning. (Lessee shall procure and maintain at
Lessee a expanse. an air conditioning system maintenance contract) ventilating, electrical, lighting facilities and equipment within the Premises,
fixtures. walls interior and ex lenorl, founaatiOnS. Ceilings. roofs (interior and exterior), floors, windows, doors, plate glass and skyl,gnls located
within the Prem ises, and all landscaping, driveway S. park, ng lots, fences and signs locates on the Premises and sidewalks and parkways adjacent
t0 the Premises.
72 Surrender. On the last day of the term hereof. or on any sooner termination, Leasee shall Surrender the Premises to Lessor in the Same
condition as when rece,v ea. ora nary wear and tear excepted. clean and free of debris. Leasee shall repair any damage to the Premises occasioned
� American Ihtluscnal Real Estate Association on 1980 '�! Initials:
-- PXRIBIT " g" --
by Ins mstallAUOn oval of lessee s trade lutures. furnishings amid equlpmen hstanding anything to the Contrary oM,M'IW stated m
this Lease. Lessee, Shan leave me air ones, power panes, electrical distribution syate ling fixtures. space neaten. airconditiorling, plumbing
and fencing on thepremises in good operating Condition.
70 Laaeeem Rights. If Lessee fats to perform Lessees obligations under this Paragraph 7, or under any other paragraph of this Lease. Lessor
may at Its Option (but shall not be required 10) enter upon the Prem lees after ten (10) daysprior written notice.to Lessee (except in the Case of an
emergency, in which case n0 notice shall be required). perform Such obligations on Lessee s behalf and put the same In good order, Condition and
rose, r. and the Cost thereof[o0ethar with i ntaare.a
l thereon so the maaml,m1.1...u....,. i 1.,..
.l.... _.-.,.------------
....
• 70 LeeaGem Obligations. Except for the obliyyaeons of Lessor under Paragraph 6.2fal and 6.7(al l relating to tenors warranty),Paragraph s
(relating to destruction of the Premises) and under Paragraph 14 )relating to condemnation of the Premises). it is intended by the porton hereto that
Lessor have no Obligation, in any manner whatsoever, to repair and maintain the Promises nor the building located thereon nor the equipment
therein• whether structural Or non structural, all of which obligations are intended to be that of the Lessee under Paragraph 7.1 heredl. Lessee
expressly waives the benefit of any statute now or hereinafter in effect which would Otherwise afford Lessee the right t0 make repairs a Lessors
expense Or to terminate this Leasebecauseof Lessors failure 10 keep the premises In good order, condition and repair.
7.5 Alterations and Additions.
(a) Lessee shall not. without Lessors prior written Consent make any Alterations. improvements. additions. of Utility Installation in, On Or
about the Premises. except for nonstructural alterations not exceeding $2.500 in cumulative costs during the term of this Lease. In any event.
whether or not In excess of S2.500 in cumulative cost. Lessee shall make no Change or alteration to in* exterior of the Premises nor the exterior of
the bulldi0g(sl On the Premises without Lessors prior written consent. AS used In this Paranranh 7 c ria r..... ••I b.L.e
0
ine farm, and restore the Premises to then rior COndilion. Lessor me - - _._..._.."_--...-..--.....ire ... ........... ..... ...... vapmandn or
Lessee torovide
a lien
and Completion bond i n an amdu nt eq Oaf to one and one -hal l times the mail Ated coat of Such improvements, lLessee,
nsure Lessor against any liability
101for mechanics and material men's liens and to mfure completion of the vol Should Lessee make any alterations• improvements, additions or
Utility Installations without the prior approval of Lessor. Lessor may require that Lessee remove any Or all of the same. .
(b) Any alterations. improvements, additions or Utility Installations in, or about the Premises that Lessee shall desire to make and which
requires the consent of the Lessor shall be presented to Lessor m written form, with proposed detailed plans. If Lessor shalt give its Consent, the
consent shall be deemed Conditioned upon Lessee acquiring a permit to do so from appropriate governmental agencies, the furnishing of a copy
thereof to Lessor prior t0 the commencement of the work and the compliance by Losses Of all conditions of said permit in a prompt and expeditious
manner.
(C) Lessee shall pay. when due. all claims for labor Or materials furnished ofslleged to have been furnished to Orfor Lesseeal Offoruse in
the Premises, which claims are Or may tonsured by any mechanics' or matenalmen'3 lien against the Premises or any interest therein. Lessee shall
give Lsofrnot
]"a than
-than enlipid. days' notice prior
priortothecommencement of any work in Ms Premises, and Lessor shall havethengnttopost
may Do rendered thereon before theenforcement thereof against the Leail0l or the Premises upon the COaitiprljnatd LlgfOl]
Shall furnish to lessor a surety bond Satisfactory to Lessorm an amount equal to such Contested lien claim or demandIl.0331 f
Lability for the same and holding the Premises Tree from the effect of such lien of claim, In addition, Lessor may require Lee
attorneys tees ane costs in participating In Such action if Lessor shall decide it is to its bast interest to do so.
(0) Unless Lessor requires theft removal. as set forth in paragraph 7.Sp), all alterations. improvements. additions and
(whether Or not such Utility Installations constitute trade fixtures of Lessee), which may be made On Ina Ishool ,small becc
Lessor and remain upon and be surrendered with the Premises at the expiration of the term. NOhwithatanding the provision
7. Stiff, Lessees machinery and equipment Other than that which le affixed to Ina Premises so that It Cannot be removed without
ins Premises, shall remain the property of Lessee and may be removed by Lessee subject to the provisions of Paragraph 7.2.
S. Insuran" Indemnity,
5500.000 per occurrence. The policy shall ir19u1e .. - """" ""'�' ^ishou-mils, nmrt polity In anamnunt nm tsfsihan
P Y os" hereunder.Oce cis Lessee of the Indemnify provisions of this Paragraph of The limits of nod
insurance shell moil however. limit the liability of Leasee ne
8.3 property Insurance.
(a) The Insuring party Shall obtain and keep in force during the term of this Lease a Policy of poliCies of insurance covering Mea or dam age
IO the Premises. In the amount of the lull replacement value thereof. as the fame may exist from time to time• which rAPIAOemenl value A
.,,,- a 1.800.000.00 _ ...
b) If the Premises are
an c
the Premises, then Less" shall pity f
Lessee'a acts. omissions, use or accu
IC) If the Lnsor Is the insure
improvements have become s part of I
equipment aha tenant improvements.
8s Insurance PallCl,a. Insure.
--- ---- - �....... ...... . Iain,1-1.... destructible amount.
rger building. Or if the Premises are part of a group of buildings owned by L,saolwh" are adjacent to
y increase in the property insurance of such Omer building 01 buildings If said increase Is "used by
y Of the Premises.
arty the Lessor will not Insure LBS AMAA fixtures, equipment or tenant improvements unless the tenant
emises under paragraph 7, hereof. But if Lessee is the insuring path the Laos" shall insure its fixtures,
few B
i 0 Iii; iIi.i aarwlmrenewam Of*binders'thereol.Or Lasso, may older such i0suranteaOtlCMrgeMe COSI Mpre01
White
amount Shall be Payable by Lessee upon Osmond. Lessee Snell n01 do or permit to be done anything which Mall lnvAlldale ME
meurace policies referred tom Paragraph 8 I It Lessee does orpermits to be done anything which shall increase Ina cost Of the insurance pOliOat
referred to In Paragraph d.0, then Lessee shall lOnnwlln upon Lassoes demand reimburse Lessor for any addition:,) premiums attributable to any
act Of omission or operation of Lessee causing such increaser, Ino cost of insurance. If Lessor is the Insuring path. and if the insurance policies
maintained hereunder cover Other improvements In addition to Ina Premises. Lessor Shall deliver to Lessee a written Statement Setting forth the
amount of any such msurance Cost increase and showing In feaso,lable detail the manner in which it has been computed.
8.5 W41W of Subrogallen. Lessee and Lance each hereby release and tell", the other, and waive their entire right of recovery against the
other for loom or damage arising out of or incident to the perils insured against under paragraph 8.7, which perils Occur in, on or about the Premises,
whether due to the negligence of Lessor or Lessee or Meir agents. employees, contractors and/or mvib"S. Levee and Lessor anal. upon obtaining
the poliCies of insurance required hereunder, give notice to the Insurance carrier or carnere that the foregoing mutual waiver of Subrogation Is
contained in this Lease.
8.8 Indenmlly. Lessee shall mdemmly and hold harmless Lessor from and against any and all claims arising from Lessee'S use of the
Premises. or from the conduct of Lessees business Or from any activity, work oe things done. permuted or titillated by Lessee,n Or a00m the
Premises or elsewhere and Shall further Indemnify and holdharmless Lessor from and against any and all claims arising from any breach or default
n the performance of any obligation an Lessee s part 10 be performed under the terms 01 this Lease. oransing from any negllgeneeol the Lessee, or
any of Lessees agents. contractors. of employees, and from and against all costs, attorney's fees. expenses and Imbailles incurred m the defenseol
action of
such
claim, Lesseepon nsuch claim or otice from ion or Proceeding
shallbdefend the same at Lessee:exht thereon; and in ca., pense by Counsel satisfactory tbe o Lesht ion Lessee. Asainst L0330f a maenal patenon zf n of ine
consideration to Lessor. hereby assumes all risk of damage to property or Injury to persons. in, upon or about the Premises arising from any cause
and Lessee mereby waives all claims m respect thereof against Lessor.
6 7 Exemption of Lessor from Liability, Lessee hereby agrees that Lessor shall not be liable for Injury to Lessor's bushes or any loss of
Income therefrom Of for damage to the goods, wares. merchandise OI Other property Of Losses. Lessees employees, Inwteres, customers, or any
other person in of about Ilte Premises, nor shall Lessor be liable for injury to the perSoo Of Lessee. Lessees employees. agents or contractors.
whether such damage cr inju ry A causod by Or results from fire. steam, electricity, gas, water or ram. Or from the breakage. leakage. obstruction or
other defects of pipes. spnnhlers, wires. appliances. plumbing, all cOnditldnmg 01 lighting fixturn. or from any other Cause, whether the said
damage or Injury results from condtimms arising upon ine Premises or upon other portions 01 the building of which the Promises area pan. orfrom
Other sources Or places and regardless of whether the Cause Of SiCM damage of Injury Of the means Of repairing the same is maCdenlble to Less".
Lessor shall not be liable IOr any damages arising from any act or neglect of any other tenant. it any. Of the building In which the Premises are
located.
NET Inmai&.
—2—
9. Dannat Den.
9.1 Definition
(a) "Premises Partial Damage" shall herein mean damage Or destruction to . rermSes t0 the extent that the Gast Of repair is less man
50% Of the then replacement cost of the Premises. "Premises Budding Partial Damage" Shall herein mean damage Ordeslruetion to the building of
which the Premises area part to the extent that the cost of repair is less than 50% of the then replacement cost of such building as a whole.
(b) 'Premises Total Deslrueti0n' Shall herein mean damage or destruction to the Premises t0 the extent that the cost of repairis 50°b or
more of the then replacement cast of the Premises. "Premises Budding Total Oestruction'shall herein mean damage Or destruction to the budding
Of which the Premises are a pan to the extent that the cost of repair is 50% or more of the then replacement Cost of such building as a whole.
Cl "Insured Loss' shall herein mean damage Or destruction which was Caused by an event required t0 be Covered by the insurance
described in paragraph A.
9.2 Part:. Damage— Insured Lost Subject to the provisions of paragraphs 9,4,9.5 and 9.6. ifat any time during the term Ofthis Lease there
is damage which is an Insured LOSS and which falls into the classification of Premises Partial Damage or Premises Building Partial Damage, then
Lessor shall, at Lessor a expense, repair such damage. but not Lessee's fixtures. equipment Or tenant improvements unless the same have become a
part of the Premises pursuant t0 Paragraph 7.5 hereof as soon as reasonably possible and this Lease Shall continue ,n full force and effect.
Notwithstanding the above. ,f the Lessee ,9 the insuring party. and if the insurance proceeds received by Lessor are not sufficient t0 effect such
.repair. Lessor shall give notice to Lessee of the amount required in addition t0 the insurance proceeds t0 effect Such repair. Lessee shall contribute
the required amount to Lessor within fen days after Lessee has received notice from Lessor of the shortage in the insurance. When Lessee shall
contribute such amount t0 Lessor. Lessor Snail make Such repairs as soon as reasonably possible and this Lease shall continue In full force and
effect. Lessee Snail in no event have any right t0 reimbursement for any such amounts so contributed.
9.3 Partial Damage— Uninsured Lou. Subject to the provisions of Paragraphs 9.4, 9.5 and 9.6, if at any time during the term of this lease
there is damage which is not an Insured Loss and which falls Within the classification of Premises Partial Damage Or Premises Building Partial
Damage, unless Caused by a negligent or willful act Of Lessee I in which event Lessee shall make the repairs at Lessee's experi Lessor may at
Lessors option either (i) repair such tlamage as soon as reasonably possible at L¢SSOrs expense. In which event this Lease shell Continue m full
force and effect. or (is) give written notice t0 Lessee within thirty (30) days aRerthe date Of the Occurrence of such damage Of Lessor a intention t0
Ip¢ and effect. t, an Lessee shat proceed IO make SUCK ed as o t e date
asreasonablythe occur
possible. If Lessee does not give such notice within such
10 -day period this Lease shall DB cancelled and terminates a9 0l the date O} the oCWrtonce of such damage.
9.4 Total Destruction. If at anytime during the farm 0f this Lease there is damage. whether or not an Insured Lose, (including destruction
required by any authorized public authority), which falls into the Classification Of Promises Total Destruction or Premises Building Total
Destruction. this Lease shall automatically terminale as of the date of such total destruction.
9.5 Damage Near End of Torte,
(a) It at any time during the last six months br the term of this Lease there is damage, whether Or not An Insured Loss. which falls within the
classification Of Premises Partial Damage, Lessor may at Lessor's Option cancel and terminate this Lease as Of the dale Of Occurrence Of Such
damage by giving written notice to Lessee of Lessor's election to do SO within 30 days attar the date of OCCUrronC* Of Such damage.
(b) Notwithstanding paragraph 9.5(t. in the event that Lessee has an Option t0 extend orranew this Lease. and the time within which said
option may be exercised has not yet expired. Less" shall exercise Such option, if It le to be exereleed at all, no later than 20 days atter the
Occurrence of an Insured LOSS falling within the Classification of Premises Partial Damage during the last six months of the term Of this Lease. If
Lessee duly exercises Such 0pti0n during said 20 day period. Lessor shall, at Lessors expense, repair such damage as Soon As reasonably Possible
and this Lease shall continue in full force and effect. If Lessee fails to exercise such option during said 20 day period, then Lessor may at Lessors
option terminate and cancel this Lease as of the expiration Of said 20 day period by giving written notice t0 Looses of Lessors election t0 d0 SO
within 10 days after the expiration Of said 20 day period. notwithstanding any term or provision in the grant of Option 20 the contrary.
9,5 Abstem"t of Renk Lasaw's Remedlee.
(a) In the event Of damage described in paragraphs 9.2 or 9.3. and Lessor or Lessee repairs Or restores the Premises pursuant t0 the
provisions of this Paragraph 9, the rent payable hereunder forthe period during which Such damage. repair or restoration continues shall be abated
in Proportion to the degree t0 which Lessees use Of the Premises is Impaired. Except for abatement Of rent it any, Lessee Shall have no claim
against Lessor for any damage Suffered by reason at any such damage, destruction, repair or restoration.
(b) If Lessor shall be obligated to repair or restore the Premises under the provisions of this Paragraph 9 and shall not commence such
repair or restoration within 90 days atter such obligations shall Secure, Lessee may at Lessee a option cancel and terminate this Lease by giving
Lessor written notice of Lessee a election to do so at anytime prior to the commencement of such repair or restoration. In such event this Lease
Shan terminate as of the date Of such notice.
9.7 Tennlnatlon—Advance Pay orro, Upon termination Of this Lease pursuant to this Paragraph 9. an equitable adjustment shall be made
concerning advance rent and any advance payments made by Leasee to Lessor. Lessor Shall, in addition. return to Lessee so much of Lanes's
security deposit as has not theretofore been applied by Lessor.
9.8 Walver. Lessor and Lessee waive the provisions of any statutes which relate l0 termination of leases when [sued property is destroyed
and agree that such event shall be governed by the terms of this Lease.
10. RealPmperry Taxes.
10.1 Payment of Taxes. Lessee shall pay the real property tax, as defined in paragraph 10.2. applicab4 to the Premises during the term of this
Lease. All such payments shall be made at least ten (10) days prior to the delinquency date of such payment. Lessee shall prom pally turn ish Lessor
with satisfactory evidence that such taxes have been paid. If any Such taxes paid by Less" shall Cover any period of time prior to Or after the
exp iralion Of the term hereof. Lesase'S share of such taxes shall be equitably prorated t0 cover only the period of time within the tax fiscal year
during which this Lease shall be in effect. and Lessor shall reimburse Lessee t0 the extent required. If Lessee shall fail t0 pay any such taxes. Lessor
shall have the right to pay the same, in which Case Leasee shall repay Such amount 10 Lessor with Lessee's next rent Installment together with
interest at the maximum rate then allowable by law.
10.2 Definition of"Rat Property Tat". As used herein. the term "real property tax" shall include any form of real estate tax Or assessment,
general, special, ordinary or extraordinary, and any license fee. commercial rental lax. improvement bond or bonds, levy Or tax (other than
inheritance, personal income or estate taxes) imposed on the Premises by any authority having the director indirect power ter tax. including any
Cliff. state Of federal Oevnrnmcnt nr am...h,.,., ".:...,....a, _........
._ _.
uennmvn
Service or right m'real propenytax;' or(off which is impoWfora
It charged poor to June 1, 1978, 0r. if previOUSly charged, has been Increased sines June 1. 1978. or (iv) which is imposed as a
result of a transfeq either partial Of total, OI 1.es301i'5 interest in the Premises or which is added t0 a lax or Charge hereinbefore included whin ins
definition Of real propertylax by reason of such transfer. or(v)which,s imposed by reason of this transaction, any motlifled ons orChengea hereto.
Or any transfers hereof.
10.3 Join! Aeseument If the Premises are not separately assessed. Lessee's liabil'ry shall be a , equitable proportion Of the real property
taxes for all of the land and improvements included within the tax parcel assessed, such proportion t0 biedetermmed by Lessor from the respective
valuations assigned in the assessor's work Stood Or such Other Information as may be rSSSOnably available. Lessers reasonable determination
thereof. in good faith, shall be conclusive.
10.4 P*MM&I ProMrty Taxes.
(a) Lessee shall pay prior l0 delinquency all taxes assessed against and levied upon trade fixtures. furnishings, equipment and all other
personal property of Lessee contain" in the Premises or elsewhere. When possible, Lessee Shall cause said trade fixtures, furnishings. equipment
and all other personal property to be assessed and billed separately from the real property of Lessor.
(b)If any of Lessees said personal property snail be assessed with Lessor's real property. Less" shall pay Lessiorthe taxes attributable to
Lessee within 10 days after receipt of a written statement setting Forth the taxes applicable to Lessee's property.
11. Utilities. Lessee Shall pay for all water, gas. heat light.power. telephone and other utilities and aarviCOS supplied to the Premises. together
with any taxes thereon. If any such services are not Separately metered to Lessee, Less" shall pay a reasonable proportion to be determined by
Lessor of all charges jointly metered with other premises.
12 Assignment and Subletting.
12.1 Lessees Consent Required. Lessee shall not voluntarily or by operation of lawasign. transfer, mortgage. sublet. Orothemise transferor
encumber all Or any pan of Lessee's interest ,n this Lease or in the Premises, without Lessors prior written Consent, which Lessor Shall not
unreasonably Withhold. Lessor shall respond t0 Lanes's request for Consent hereunder in a timely manner and any attempted assignment, transfer.
mortgage, encumbrance or subletting without such Consent shall be void, am shall Constitute a breech of this Lease.
122 Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1 hereof, Lessee may assign Or Sublet the Premises, or any portion
thereof, without Lessors consent, 10 any corporation which controls, is controlled by or Is under common Control with Lessee, or to any
corporation resulting from the merger Or consolidation with Lessee. Otto any person or entity which acquires all the assets Of Lessee as a going
concern 01 the business shahs being conducted on the Premises, provided that said assignee assumes. in full, the obligations of Lassee under this
Lease. Any such assignment shall not inany way. affect orlimd the liability Of Lessee under the terms Of this Lease Seen B after such assignment or
m
suoletting the terms Of this Lease areatefially Changed or altered without the consent of Lessee. the consent of whom shall not be necessary_
123 No Release of Lessee Regardless of Lessors consent. no subletting or assignment shall release Lessee of Lessee's obligation or alter the
Primary liability of Lessee t0 pay the rent and to perform all other obligations to be performed by Lessee hereunder. The acceptance of rent by
Lesso,from any Other person small not be deemedles he.,o e,. i ... ,....1."........."� ----. .n_____.._________ .. .
9.,ns, Lessee
now the
Of
Lessor may consent to Subsequent assignments or subletting of this Lease or amiendments or modification,tO thiisL asewgtn sissaid
mnees
Inttlelc
NET _ 3 _
l�
u
of Lessee. without regLessee. or any Successor of Lessee. and without Obta, their consent thereto and such action small not relieve
Lessee Of liability u This Lease.
12A A110mey'a ieeL In the event Lessee shall assign Or Sublet the Premt9es0 stthe Consent Of Lessor t0 any assignment or su Craning
or if Lessee shall request the consent of Lessor for any act Lessee proposes to do then lessee shall pay Lessor a reasonable attorneys fees incurred
in connection therewith, such attorneys fees not 10 exceed $350.00 for each such request.
13. Deiaulle; Reined"
13.1 Defaults. The occurrence OI any One or more Of the following events shall constitute a material default and breach Of this Lease by
Lessee:
(a) The vacating or abandonment of the Premises by Lessee.
(b) The failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder. asandwhendue.
where such failure shall Continue fora period of three days after written notice thereof from Lessor to Lessee. In the event that Lessor serves Lessee
with a Notice to Pay Rent or Owt pursuant to applicable Unlawful Defamer statutes Such Notice t0 Pay Rent OrOust shall also Constitute the notice
required by this subparagraph.
(c) The failure by Lessee to observe Or perform any of the covenants. Conditions or provisions of this Lease to be observed orperformed
by Lessee, Other than described in pafagrapn (b) above, where such failure shall continue fora period Of 30 days after written notice thereof from
Lessor to Lessee: provided, however, that d the nature of Lessee's default m such that more than 30 days are reasonably required for its cure, then
Lessee shall not be deemed to be in default d Leasee commenced such cure within said 30 -day period and thereafter diligently prOSeCutea SuOh
Cure to completion.
(d) (I) The making by Lessee of any general arrangement Or assignment for the benefit of Creditors: (ii) Lessee becomes a"debtor"as
defined in 11 U S.C. §101 or any successor statute thereto (unless, in the case Of a Petition filed against Lessee, the same 0 dismissed within 60
days): (iii) the appointment of a trustee Or receiver iota ke possession Of substantially all of Lessee's assets rotated at the Premises or of Lessee 3
interest in this Lease, where possession Is not restored to Lessee within 30 (lays: or III) the attachment, execution Or Other judicial seizure Of
substantially all of Lessee s assets located at the Premisesorof Lessee s interest in this Lease. whem such seizure -Shot discharged wrthm30 days.
Provided, however, in the event that any provision of this paragraph i 3.1 lot is Contrary to any applicable law, such provision shall be of no forte Or
effect.
(e) The discovery by Lessor that any financial statement given to Lessor by Lessee. any assignee of Lessee. any subtenant of Lessee. any
successor in interest of Lessee Or any guarantor 01 Lessees Obligation hereunder. and any of them, was materially false.
13.2 Remedl". In the event Of any such material default or breach by Lessee. Lessor may at anytime thereafter. with Or without notice Or
demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason Of SuCh default or breach:
(a) Terminale Lessee's right no possession Of the Premises by any lawful means, in which Case this Lease shall terminate and Lessee shall
immediately surrender possession of the Premises t0 Lessor. In such event Lessor shall be entitled to recover from Lessee all damages incurred by
Lessor by reason of Lessee's eed�nr inmi,d:�,. n,.r,.�r i:....._.._ ..-----------
Of___._.____
of award by the court having jurisdiction themi
of the amount by wh¢n the unpaid rent forthe bald ceiof theta maaflerthe time Of such aid: the worth at theward
exceeds the amount of such rental loss for the Same period that Lessee proves Could be, reasonably avoided: that portion Of the leasing Commission
Paid by Lessor pursuant 10 Paragraph 15 applicable t0 the unexpired teem of this Lease.
(b) Maintain Lessee right to possession in which ease this Lease shall continue in effect whether or not Lessee shall have abandoned the
Premises. In such event Lessor Shall be entitled to enforce all of Lessor's rights and remedies under this Lease, including the right to recover the rent
as it becomes due hereunder.
(C) Pursue any other remedy now or hereafter available to Lessor under the laws or(udiCial decisions of the Stale here n the Premises at
busted. e m ax- installments of rent and Other unpaid monetary obligations Of Lessee under the terms of this Lease shall bearinterest from the date
OUB to the maximum rate then allowable by new.
13.3 Delaultby Lessor. Lessor shall not be in default unless Lessor fails l0 perform obligations required of lessor within a reasOnable time.
but in no event later than thirty (30) days afterwritten notice by Lessee to Lessorand to the hOlderof any first mortgageoraeed of trustoovermg the
Premises whose nameand address shall have theretofore been furnished to Lessee in writing, speeirying wherein Lessor has failed to perform such
obligation: provided, however, that it the nature of Lessor's obligation is Such that more than thtny (30) tlays are required for performance then
Lessor shall not be in default of Lessor commences performance within such 30 -day period and thereafter diligently prosecutes the same t0
completion.
13.4 Late Chargee. Lessee hereby acknowledges that late payment by Lessee to Lessor of rent and other sums due hereunder will cause
Lessorto incur costs not Contemplated by this Lease, the exact amount of which will be extremely difficult to asConain. Such Costs include. but are
not limited to. processing and accounting charges, and late charges which may be imposed on Lessor by the terms of any mortgage or trust deed
covering the Premises. Accordingly, if any installment of rent Or any Other sum due from Le3seeshall not be received by Lessor Or Lessor's designed
within ten (40) days after such amount shall be due. then. without any requirement for notice to Lessee. Lessee shall pay t0 Lessor a late charge
equal to 6% Of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate Of the Costs Lessor
will incur by reason Of late payment by Lessee. Acceptance of such late charge by Lessor shall in no event constitute a waiver of LOSS"! default
with respect to such Overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder. In the event that a
late Charge is payable hereunder, whether or not cc ISCted. for three (3) consecutive installments of rent. then rent shall automatically become due
and payable quarterly in advance, rather than monthly, notwithstanding paragraph 4 or any other provision Of this Lease t0 the contrary.
13.5 Impounds. In the event that a late charge is payable hereunder, whether Or not collected. for three (3) installments of rent or any other
monetary obligation Of Lessee under the terms Of this Lease. Lessee shall pay t0 Lessor, it Lessor shall so request in addition to any other payments
required under this Lease a monthly advance installment, payable at the same fitness the monthly rent, as estimated by Lessor, for real property lax
and insurance expenses On the -Premises which are payable by Lessee under the terms Of this Lease. Such fund shall be established to Insure
payment when due, before delinquency, of any Or all Such real property taxes and insurance premiums. lithe amounts paid 10 Lessor by Lessee
under the provisions of this paragraph are insufficient to discharge the obligations of Lessee t0 pay such real property taxes and insurance
premiums as the same beCeme due. Lessee Shall pay to Lessor. upon Lessor's demand, such additional Sums necessary to pay such Obligations. All
moneys paid to Lessor under this paragraph may be intermingled wl in other moneys of Lessor and shall not bear interest. In the event of adefault in
the obligations of Lessee to perform under this Lease. then any balance remaining from funds paid t0 Lessor under the provisions of this paragraph
may, at the option of Lessor, be applied to the payment of any monetary default of Lessee in lieu of per ng applied to the payment of real property tax
and insurance premiums.
14. Contlemnallon. It the Premises or any portion thereof are taken underl
said power (all of which are herein called "COndemnat,,, ). this Lease at
authority takes title or possession, whichever first occurs. I f mora than 10%0
land area of the Premises which is not occupied by any building, is taken I
writing only within ten (10) days atter lessor shall nave given Lessee written
days after the Condemning authority Shall have taken possession) termer
POSS033ion. if Lesseeooes not terminate this Lease in accordance with thelo
Of the Premises renaming, except that th a rent shall be reduced,n the propor
of the bustling situated on the Premises. No reduction of rent shall occur
thereon. Any award for the taking of all or any part Of the Premises under in
exercise of such power shall bathe property of Lessor. whethersuch award s
or forthe taking of the fee. Oras severance damages. provided, however, that
trade fixtures and removable Pe130n1I property. In the event that ins Lease i
extant of severance damages received by Lessor in connection with such
severance
(a) Upon execution
such repair,
by both
broker(s), a fee as Set forth In a separate agreem
Lessor and said brokens), the sum of $
(b) Lessor III "her agrees Meld Lessee
this Lease. or any subsequently granted option w
any "gets to the Premises Or Other premises des
Option herein granted to Lessee been exercised.
after having lailed to exercise an Option, or it sat
pertaining to the Premises and/Or any Soja
brokers)a lee m accordance with BtlUI@ t
(cl Le9901a re ay said fee not on
Shall
domain, or Sold under the threat of theeaermse
1e part SO taken as of the date the Condemn,
building on the Premises, or mOrethan 25% of t
SSee may, at Lessee's Option. to be exercised
Lease a$ Of the date the con
this Lease shall remain in fulls
the Noor area Of the building to
ly area taken IS that which do
Of eminent domain Or any pay
lade as compensation for dim,
hall be entitled to any award It
nmdted by reason Of such CO,
nation, repair any damage to
by such
in excess
te
nt between Lessor and Said Drpker s. or in the eyeOt therem n BO rt between () eagreemd real eween
. for brokerage Services rendereD rokere) tOLessonn illi s transaction.
ercises any Optic n as defined in para . Ofthn Lease. whicn 18 granted to Lessee under
Chi4SU1pstanllally S,milsrto granted to Leasee under this Lease. or if Lessee acquires
rtbed in this LeaseI substantially similar t0 what Lessee would have acquired had an
I, d Lessee to possession of the Premises after the expiration of the term of this Lease
Dr are the prcuring cause of any other lease or sale em,mrso ml0 between the Parties
arty in which Lessor has an Interest, then as t0 any of said transactions. Lessor small pay said
said brOker(s) in effect at the pine Of execution Of this Lease.
on behalf of Lessor but also on behalf of any person, Corporati
or any part thereof,when such fee i3 due hereunder. Amy M1am4fon, association. or other entity
at" Of Lessors Interest In this
operation of law. shall be deemed t0 have assumed Lessors obligation under to is Paragrapn 15,
1& EslopPN Certificate.
(a) Lessee spall at any time upon not less than ten (10) days'pnor written notice from Lessor execute, acknowledge and deliver to Lessor
statement In writing 11) certifying that this Lease is unmOtlthed and in full force and effect (or, If modified. stating the nature of such modification and
certifying that this Lease. as $0 modilied. IS to full force and effect) and the Cate t0 which the rent and other Charges are paid in advance. if any. and
Iii) acknowledging that there are not. t0 Lessee's knowledge, any uncured defaults on the pan of Lessor hereunder. or specifying Such defaults d
any are Claimed. Any such slatement maybe Conclusively relied upOm by any prospective purchaser or encumbrancer of the Premises.
lo) At Lessor's Option. Lessees failure t0 deliver succi statement within such time shall be a material breach Of this Lease or Shall be
NET
—a—
Initials:
Conctusiveu ponies_- 111 l hat this Lease so In full force and effect. wit hout mooifICapt as maybe represented by Lessor. lid that there are
no uncured defaults in Lessor s performance, and Ind that not more than one m ant has been paid in advance or such failure may ce
Considered by Lessor as a default by Lessee under this Lease.
(c) If Lessor desires to finance. refinance, or sell the Premises. or any part thereof, Lessee hereby agrees to deliver t0 any lender Of
purchaser designated by Lessor suCh financial statements of lessee as may be reasonably required by such lender 01 purchaser. Such statements
Shall include the past three yearsfinancial statements of Lessee. All such financial statements shall be received by Lessor and such lender or
purchaser in Confidence and shall be used Only for the purposes herein set forth.
17. Lassoes Liability. The term"Lessoi'as used herein shall mean only the Owner prowlers at time In question Of the fee title Ora lessees
interest m a ground lease Of the Premises, and except as expressly Provided in Paragraph 15. in ins event Of any transfer of such bile or interest.
Lessor herein named (and in case Of any subsequent transfers then the grantor) shall be relieved from and after the date of such transfer Of all
hablltly as respects LessorsoOligatipns thereafterto be Performed. providedthatany.funds in the handsof Lessorol the then grantor at the bmeof
such transfer, in which Lessee has ar interest, shall be delivered to ins grantee. The obligations contained in this Lease IO be performed by Lessor'
Shall, subject as aforesaid. be binding on Lessors successors and assigns, Only during their respective periods of ownership.
19. Severability. The invalidity of any provision Of th is Lease as determined by a Court of competent jurisdiction. shall in no way affect the validity
Of any other Provision hereof.
19. Intsra$t on Past -due Obligations. Except asexpressly herein provided. any amount due to Leaser not pard when due shall bear Interest at the
maximum rate then allowable by law from the date due. Payment Of Such interest shall not excuse orcure any default by Lessee under this Lease.
provided. however, that Interest shall not be payable on late Charges incurred by Lessen not On any amounts upon which late Charges are paid by
Lessee.
20, Time of Essence. Time I$ of the essence.
31, Additional Rsnt. Any monetary obligations of Lessee to Lessor under the terms of this Lease shall be deemed to be rent
22 lihmapontlon of Prior Agro mens•, Amendments. This Lease contains an agreements of the parties with respect to any matter mentioned
herein. NO pnoragreement Or understanding pertaining to anysuch mattershall be effective. This Lease may be modified in writing Only, signed by
the parties in interest at the time of the modification. Except as otherwise stated in this Lease. Less" hereby acknowledges mat neither the real
estate brokerlisted in Paragraph 15 hereof morally cooperating broker on this transection it Lessor crony employees oragents of any of said
persons has made any oral or written warranties or representations to Lou" relative to the condition Or qhs by Lessee Of Mid Premiseaand Lessee
acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability 01 the Premises
and the compliance thereof with all applicable laws and reg ulatwns in effect during the term Of this Loan except as Otherwise specifically stated in
this Leese.
23. Notice$. Any notice required or permitted to be given hereunder$Mail be in writing and maybe given by personal delivery0r by certified mail.
and it given personally or by mail. shall be deemed sufficiently given If addressed to Lessee or to LeMOrat the address noted below Ilia signature of
the respective parties, as the Case maybe. Either party may by notice to IM Other specify a different address for notice purposes except that upon
Lessees laking possession of the Premises. the Premises shall constitute Lessees address for notice purposes. A copy of all notice, required Or
Permitted Io be given to Lessor hereunder shall be con Currently transm sited to such party or parties at such addresses as Lessor may from time to
time hereafter designate by notice to Lessee.
24. Walven. NO waiver by Lessor or any provision hereof shall be deemed a waiver of any other provision hereof Or of any subsequent breach by
Lessee of the same or any other provision. Lessor '$ consent to. Or approval of, any act shall not be deemed to render unnecessary the obtaining of
Lessors consent to Or approval of any su bsequem act by Lessee. The acceptance of rent hereunder by Lessor shall not be a waiver of any preceding
breach by Lessee of any provision hereof. Otherthan the failure of Lessee to pay the particular rent s0 accepted, regardless of Lessors knowledge
of such preceding breach at the time of acceptance of such rent.
25. Recording. Either Lessor or Lessee shall, upon request Of the other. execute, acknowledge and deliver to the other a "snort form'
memorandum of this Lease for recording purposes.
26. Holding Over. If Lessee. with Lessor's consent, remains in possession of the Premises or any pan thereof after the expiration Of the term
hereof, such occupancy shall be a tenancy from month f0 month upon all the provisions at this Lease pertaining to the obligations of Lessee. but all
opltOns and rights of first refusal, if any, granted under the terms of this Lease shall be tleemad terminated and be of no further effect during said
month to month tenancy.
27. Cumulaffve Remedles. NO remedy or election hereunder shall be deemed exclusive butshall. wherever possible. be cumulative with all other
•
remedies at law or in equity.
2& Covenants and Condition. Each provision of this Lease performable by Lessen shall be tleemad both a covenant and a condition.
29. Binding Effect; Choice of Law. Subject t0 any provisions hereof restricting assignment or$ublettingby Lessee and subject f.0 the provisions
Of Paragraph IT. this Lease shall bind the parties. their personal representatives, successors and assigns. This Lease Shall be by the laws
governed
Of the State wherein the Premises are located.
30. Subordination.
(a) This Lease. at Lessors option, shall be Subordinate to any ground lease. mortgage, deed of trust or any other hypothecation or
security now or hereafter placed upon the real property of which the Premises area part and 10 any and all advances made on the security thereof
and f.0 all renewals. modifications. consolidations, replacements and extensions thereof. Notwithstanding such subordination, Lessee's right to
gwet possession of the Premises shall not he disturbed d Lesse*U not In default and $a long as Lessee shall pay the rant and observo and perform
all Of the provisions Of this Lease, unless this Lease IS otherwise terminated pursuant t0 its terms. It any mortgages, trust" or ground lessor shall
elect to have thea Lease prior tO the lien of its mortgage, deed of trust or ground lea". and shall give written notice thereof to Lessee, this Lease shall
be deemed prior to such mortgage, dead of trust, or ground lease, whether this Lease is dated prior Or Subsequent to the data Of said mortgage, deed
Of trust or ground lease or the Eat* of recording thereof.
(b) Lessee agrees t0 execute any documents required t0 effectuate am atlomment.asubordination Or to make this Lease prior t0 the lien
Of any mortgage. deed Of trust Or ground lease, as the case may be. Less"$ failure to execute such documents within 10 days after written demand
shall Constitute a material default by Lessee hereunder. Or. at Lessor s option. Lessor shall execute Such docu~nom behalf of Lewes as Lessees
atl0mey-m-fact. Lessee does hereby make. Constitute and irrevocably appoint Lessor as Less"S &VIP ney-IMIact and in Lessees name, place and
stead: to execute such documents in accordance with this paragraph 30(b).
31. Attorney's F"e. If either party or the broker named herein brings an action to enforce the terms hereof or declare rights hereunder. the
prevailing party in any such action, on trial or appeal. Shall be entitled to his reasonable attorney's few t0 be paid by the losing party as fixed by the
court. The provisions of this paragraph shall inure to the benefit Of the broker named herein who seeks to enforce a right hereunder
32. Lessor's Access. Lessor and Lessor xagents shall have the right to enter the Premises at reasonable times for the purpose of it$petting the
same, showing the same to prospective purchasers. lenders. Or lessees, and making such alterations. retain, improvements Or additions to me
Premises
or to the building of which they are a part as Lessor may deem necessary or desirable. Lessor may. at any time place on or spout the
Premises any Ordinary For Sale"
signs and Lessor may at anytime during the last 120 days of the term hereof place on or about the Premises any
ordinary' For Lease' signs. all without resale of rent or liability to Lessee.
33. Auctions. Lessee shall not conduct. nor permit 10 be conducted. either voluntarily or involuntarily, any auction upon the Premises without
'
first having obtained Lessors prior written consent. Notwithstanding anything to the contrary in this Lease. Lessor shall rpt be obligated to
exercise any standard Of reasonableness im determining whether t0 grant such consent
34. Signe. Lessee shall not place any sign upon the Premises without Lessor S prior written consent except that Lessee shallnave the right.
without the prior permission of Lessor to place ordinary and usual for rent or sublet signs thereon.
35. Merger. The voluntary or otheraurrender of this Lease by Lessee, Ora mutual cancellation thereof, or a termination by lessor. shall not work
merger. and shall, at the option of Lessor, terminate all or any existing subtenancies of may, at the option of Lessor. operate as an assignment to
Lessor of any or all of such subtenancies. -
36. Consent$. Except for paragraph 33 hereof. wherever n this Lease the Consent Of One party is required to an act of the other party such consent
shall not be unreasonably withheld.
37. Guarantor. In the event that there is a guarantor Of this Lease, said guarantor shall have the same Obligations as Losses under this Lease.
3e. Outer Possession. Upon Lessee paying the rent for the Premises and Observing and performing all of the covenants. Conditions and
Provisions on Lessee S part to be Observed and performed hereunder. Lessee shall have quiet POSessslon Of the Premises forth@ entire term hereof
subject to allot the provisions of this Lease. The individuals executing this Lease on behalf of Lessorrepresent and warrant to Lessee [not they are
fully authorized and legally capable of executing this Lease on behalf of Lessor and that such execution is binding upon all parties holding an
ownership interest in the Premises.
39. Options.
39.1 Definition. As used in this paragraph the word' Options" has the following meaning: (t) the fight Or Option 10 extend the term of this
Lease of to renew this Lease or f.0 extend or renew any lease that Lessee has On Other property of Lessor: (2) the option or right of first refusal to
lease the Premises or the right of first offer to lease the Premises 01 the right of first refusal to lease other property of Lessor or ire right of fast offer
to lease other property Of Lessor (3) the right or option to purchase the Premises, or the right of first refusal to purchase the Premises, or the right of
first
offer to Purchase the Premises or the right Or Option t0 purchase other property of Lessor. or the right of first refusal IO purchase other property
Of Lessor or the right first
Of offer t0 purchase Other property of Lessor
Inillals:
NET _5_
392 options, net. Each Option granted to Lessee this Lease are 0 o Lessee and may not Ce 2sercise7 or be ass.gred.
voluntamypnnvdlyCanty pyortoanypersonorenuryowerthanlessee.pro9 ver.tneOption may beexercised by orassignec:cans
Lessee Affiliate as defined in paragraph 122 of this Lease. The Optldn$herelO ra IO Lessee are not assignable separate and apart fmminis
Lease.
39.3 Multiple Options. In the event that Lessee has any multiple options to extend or renew this Lease a Idler Option cannot be exercised
unless the prior Option 10 extend Or renew this Lease has been s0 exercised.
39.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option, nolwnnstandmg any provision in the grant Of Option to the contrary. ill dun+g;^e
time Commencing from the date Lessor gives to Lessee a notice Of dela." pursuant to paragraph 13.1(0) or 13.11C) and continuing until the defacit
alleged in said notice of default IS cured. or Int during the period 01 time Commencing On the day after a monetary Obligation to Lessor is due from
Lessee and unpaid (without any necessity for notice thereof to Lesseel continuing until the obhganon is paid, or (Iii) at any time after an event of
default described in paragraphs 13_1 fat. 13. 1(d). or 13 11 e) (without any necessity of Lessor IO give notice of such default to Lessee). 0r (rv) in the
event that Lessor has given to Lessee three Or more notices Of default under paragraph 13.1(Cf. where a late charge has become payable under
paragraph 13.4 for each of such defaults, or paragraph 13.1(0). whether or not the defaults are cured, during the 12 month period prior to the time
trial Lessee intends t0 exercise the subject Option.
Ib) the period Of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee s Inability to
exercise an Option because of the provisions Of paragraph 39 41a).
(e) All rights Of Lessee under the provisions of an Option Shap terminate and be of no further force or effect. notwithstanding Lessee s due
and timely exercise of line Option, if. after such exercise and during the term OI this Lease. (1) Lessee fails to pay to Lessora monetary obligation of
Lessee for a period of 30 days alter such obligation becomes due (without any necessity Of Lessor to give notice thereof 10 Lessee 1. Or III) Lessee
fads to commence to Cure a default spec died In paragraph 13.1(c) within 30 days after the data Ihat Lessor gives notice 10 Lessee of such de fault
and/or Lessee fails thereafter 10 diligently prosecute said cure to Completion, or (iii) Lessee commits a default described In paregraph 13.I suit
13 1(d) Or 13A (a) (without any necessity of Lessor to give notice Of such default t0 Lessee). Or 1iv) Lessor gives to Lessee three or more h 11Ca9 OI
default under paragraph 13. 1 (b I. where a late charge becomes payable under paragraph 13.4 for each such default, or paragraph 13 1(C). whether
or not the defaults are Cured..
40. Multiple Tenant Building. In the event that the Premises are Part pis larger budding Or group of buildings then Lesseeagrees that it will aoide
by. keep and Observe all reasonable rules and regulations which Lessor may make from time to time for the management, safety. care. and
cleanliness OI the budding and grounds. the parking 01 vehicles and the preservation Of good Order themin as well as for the convenience Of Other
Occupants and tenants 01 the building. The violations Of any suCh rules and regulations shall be deemed a material breach of this Lease by Lessee.
At. 15"UrltyMnsums. Lessee hereby acknowledges that the rental payable to Lessor hereunder does not include the cost Of guard service 0r
Other security measures. and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection
of Lessee. Its agents and invitees from acts of third parties.
42. Easements. Lessor reserves to itself the right, from time to time. to grant such easements, rights and dedications that Lessordeems necessary
or desirable. and to Cause the recordation of Parcel Maps and restrictions. so long as such easements, right. dedications. Maps and restrictions do
not unreasonably interfere with the use Of the Premises by Lessee. Lessee shall sign any Of the aforementioned documents upon request Of Lessor
and failure to do so shall Constitute a material breach Of this Lease.
43.. PetlermmCa Undes Prolest. if at any time a dispute shall arise as to any amount orsum of money to be paid by one party to the other under the
Provisuthsions heshall the Partpagade0 asinst whom
Thobligation to pay the money is asserted shall have the right to make payment "under protest ' and a
payment gvoluntarypayment. and there shall survive the right on the part of said party to Institute s.l fpr recovery of c
such sum, if It shall be adjudged that there was no legal obligation on the part of said party to pays Oh sum Or any part thereof, said party shall be
entitled 10 recover Such sum Or so much thereof as It was not legally required to pay under the provisions Of this Lease.
44. Authority. If Lessee m a corporation, trust. or general Of limped partnership, each Individual executing this Lease on behalf Of such entity
represents and warrants that he Orsheis dulyaulhor¢ed to execumand deliver this Lease on behalf Ol said entity. It Lessee isacorporatgn.Irusl Or O
partnership. Lessee shall. within Thirty (30) days after execution Of this Lease. deliverto Lessor evidence Ofsutn authority satisfaetmytp Lessor 0
45. Conflict Any conflict between the printed provisions of this Lease and the lypewntlen or handwritten provisions shall be controlled by the u
typewritten or handwritten provisions,
a
48. Insuring Party. The msunn9 party under tins lease snail be the Lesseeis
- is
47. Addendum. Attached heretoisanaddendum oraddenda con ldlmngparagraphs 48 through 51 wh10hConsitute3
a part of Nu Lease. ;
o
m
c
v
v
0
_ S
a
a
E
0
3 '
v
c
0
C.
0
z
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN $
AND. BY EXECUTION OF THIS LEASE. SHOW THEIR INFJRMEO AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE
THAT. AT THE TIME THIS LEASE IS EXECUTED THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE n'
INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL
NOREPRESENTATION ORRECOMMENDATION ISMADE BYTHE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONOR _
BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT. OR TAX
CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING THERETO: THE PARTIES SHALL RELY SOLELY UPON a
THE ADVICE OF THEIR OWN LEGAL COUNSEL ASTO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE_
The parlles hereto 11004 executed this Leap at the place an the dales specified Immediately adjacent to their mpsetilm signatures.
Executed at City of Santa Clarita
a '
a
on By °
Ken Pulskamp ur
Address
By
m
"LESSOR" (Corporate seal v
. Executed at Aluma Cube Inc.
an
By �
Address Sheldon Baer
By m'
'LESSEE" (Corporate seal _
NOM: These forms are often modlkeo t0 meet changing mounemems of law and needs of the Industry. Always wine or call t0 make sure you are ut11¢ing
the most current form. AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION. 345 So. Figueroa SL. M-1. Los Angeles. CA 90071 (213) 687.3777
ADDENDUM TO STANDARD INDUSTRIAL LEASE - NET DATED JULY 12, 1990 BY AND
BETWEEN ALUMA CUBE INC., A CALIFORNIA CORPORATION, DBA SATELLITE TRUCK
. BODY COMPANY AS LESSEE, AND CITY OF SANTA CLARITA, AS LESSOR FOR THE
PROPERTY COMMONLY KNOWN AS 25663 W. AVENUE STANFORD, SANTA CLARITA,
CALIFORNIA
48. LESSEE'S IMPROVEMENTS,
Prior to the expiration of the Lease term or option as stated below,
Lessee, at Lessee's sole cost and expense, shall be responsible for
the completion of the following items:
1. The warehouse area shall be swept and steam cleaned.
2. Repair of loading doors as needed.
3. Replacement of office ceiling panels as needed.
4. Cleaning of light panels and AC registers.
5. Patching and painting of necessary areas in the office area.
6. Steam cleaning of office carpets.
7. Repairing restrooms as needed.
Provided that Lessee is still in occupancy and is not in default of
any provisions of this Lease, either at the time of exercising the
option or on the last day of the initial Lease term, Lessor hereby
grants Lessee the option to renew the Lease from November 16, 1990
to December 30; 1990 for a rental payment of'Eight Hundred
Thirty -Three Dollars and 33/100th cents.($833.33) per day. Lessee
must exercise its option to renew the Lease, if at all, in writing,
not later than August 15, 1990. '
Lessee hereby acknowledges that the leased premises are subject to
the Declaration of Covenants, Conditions and Restrictions recorded
December 9, 1965, in the office of the County Recorder, in the
County of Los Angeles and that said restrictions affect the .use of
the leased premises.. Lessee agrees it will comply with said
Covenants, Conditions and Restrictions. (See Exhibit C).
51. LESSOR'S USE OF PREMISES -
During the Lease period, Lessor can have use of limited office area
and vehicle parking for trucks.
Initials
E
�J
ADDENDUM TO STANDARD INDUSTRIAL LEASE - NET DATED JULY 12, 1990 BY AND
BETWEEN ALUMA CUBE INC., A CALIFORNIA CORPORATION, DBA SATELLITE TRUCK
BODY COMPANY AS LESSEE, AND CITY OF SANTA CLARITA AS LESSOR, FOR THE
PROPERTY COMMONLY KNOWN AS 25663 W. AVENUE STANFORD, SANTA CLARITA,
CALIFORNIA.
CONSULT YOUR ATTORNEY/ADVISORS - This document has been prepared for
approval by your attorney. No representation or recommendation is made
by Coldwell Banker Commercial Real Estate Services or the American
Industrial Real Estate Association (A.I.R.) or the agents or employees
of this document or the transaction to which it relates. These are
questions for your attorney.
On any real estate transaction, it is recommended that you consult with
a professional, such as a civil engineer, industrial hygienist or other
person with experience in evaluating the condition of asbestos,
hazardous materials and underground storage tanks.
The herein agreement, upon -it's execution by both parties, is herewith
made an integral part of the aforementioned agreement of sale.
LESSEE:
By:_
Date:—
BV: sf
ateBV:sf le
0
r
LJ
LESSOR:
Date:
n
'Palencia 9ndustrial Center
DECLARATION OF COVENANTS AND RESTRICTIONS
Whereas. CAlifornta Lane Company. a Cafifrnia eapehrta+fnefuiheaee cened'CempMtrl. it the "W 01 (*(W an eounable
Merest n) all that certain nal pteatry beats In the County allbe Arm". Supe Of CatAomia.1twS particularly described in gahibd A.
attached tor0 ane NCOryratae nrrn or mforeneo Worse: and
Wherees. X M lit$ desire ane intention of Company to devrop ON of ode property described N fahroX A AS a high sweard inewtnr
center. beginning with deglopmenl of sat portion dweot own Wtlmorty, daeenbw 0 Exhibit 1. Owned welo ane incorporated
Minn by reference ewro thereinafter Called 'in" I sMeoctod ArN'1: and
what us. a at the deme and intention of COmoomym Impoee upOnthe Initial AestratWAFM and PAR~ portion$ of the property
descriped In Union A MSO Subietl hwro from time to time, ewaWlly benrtcaf testrwtrpa under a genersrplan Of improvement tot Ine
beheld of W of the property eeacnbed N Enema A the Ynprowmant thereon and the fWue owners nr/ol,
Now, theretora, Company he so, deWres 1M Ira InXMIrMrkted Ana is MW and eNltbe herd, ceflvere". hYpplheraied. eneurr►
tiered. Mede. rimed. used. WAwo d and Improved, sublet to the bUtt" NmftMkme, festrietions and wananta, all of wrweh are
declared ane agreed to be in furtherance Japan far the eubdwWM Inlpo tandaW rlhe Restricted Ana in hereinafter defined)
and are established and Agreed won Ir the Wrpoes of enhefWrq and perermg the value. desirability and aotactmenns at the test
popery and every an IMreot. Allot the ImX/tiMs, oorenems ane netrietare Malt wwiththe fuel PC" 1, endishan be bndneon all
pen" having r woulrinp any ftgK tole of Mresl Int the propMy made sllbjK1 It"o or any an 10 so befol the beneld al
aeon o.tnr MMy prawn rang reel prppry, r airy Iaeresttheron, and chap ihenmthe benefit rand be binding upon nen sueceaar
In interest e( the owners thateef.
A. Derink*W
1. Approvelg Agent' Illwhe. in the bXe" order a preaerlce:
la) Company, iso bhp r a owns of nerd any ane In the Restricted Ana: or therreer
(b) Any eorporriM a/Sourion a ltwt cent Wise y Conpanr a won .o e� Cemp/ry nu been nwpee a een/efidstM est
by whoa eampony hSo been Acquired. iso a (Mified of head by company (heMhehr call" c4moo ty's sueeessor) iso
brig a a Owns of record My lana In the Res snood Ana and provided It has been granted per Laces" by company the
Inclusive holt m approve owe and gram variances r he ensmar per torn: or the bar
(H Any awoelalwn(wlrtrar or not anoorporredl orionted of a mejerayofoa simpers alrecard eft" lathe Restricted Area
SW the Wrp"es. — 04 rhers, M approvieq Nes and granting variances AS hereinafter provided. M wnia nambersmip a
avemebl to es ata avmra WWOA Marga, aowed company or cow"" sKoesar NO. an to a of reestd tna eaewame
Rpm
Is Swan plana end grant veranees a nationalist Sot foo .oleo camper" ashes can be soft by m r cempanra
arrCtaeei Imre Crrpmr r Camlp/nyY ivlooerr w b nous r noon any MMM the RwelnK Ares. d carmen mquest
drench M received Mw to Mr tons.
L llesfricred Am&* meehe the Initial Rorric Arm ane ala such sow patina of the Mowry demnbed N E$Npm A as Iran
Rom two to sine be despnr/d So subNq to the provi vis hereat by company or company's successor by duty teeeroed
dwiglatln feleming b ate instrument. Whetherr "" Such aderl onai ren an a $ by Companr inlet r the ate hereot
f. fde' mean$ on erne of land Yawn a ora IN on a re"erded Subdivision map r ed designated in e deed or fun in whreh
Company is the greater at Maser. Nanos" oMrewme"Moerany#~rportionsetaSMeeabWnedbyteeordedplan
M feCerded nrNnaM M r SM rrwved y Canpemy fes end WrpoSe wnetspever, pry M of Well panren r poyons /NII be
ewluded n comlputi^a the am of the) fir. owespveM m the ssaYannrm ala fn y recorded Meir near" rfttrument.
Iffy portiere r penis thelep an.Ibr rateaad. ester, highweY. W tXy r puplit Ourpeee, tabes y rfpM r emrftM aemnn. r
dead n Mw therer. or dedicated r conwrod pursuant to raeuvrion by company, the was of Such portion r portion$ shell
nominee tebenouded IhereaMt N eemlpMing the area of MrM EM.
1 RMricnerra _
I. lulydmp yrpe/ and location on SAS. NO bullding emu be maintained Peon end Site within Miry 141d1 ter of err West r Wdmn
MOON (If) ISO Of sty ethst SAG, lar sew arterw W M cstwnrewd ewes Inert aYbltamal oeftthrren MWd'ng aafttre and
masonry, nor Yam more awl Nay pr ell (50%) Y the area of any $ind be wn Ypen, ter Mall say wilding be tonemuM" upon
. M Sits With a mol laving a dlflerwMl M stelrrwn of eves than two al ler ohm" approved in this manner hot Similar prondod
L Un of Satpae! Ines. Wk1W1 M nOuleO eetbaa at" hem rm/S then Shelf be maintawad an esa US drily p•alas.
nd a
ptved drivvwSyf. Isvnr endaeaplrq, and the Straw So much of the romalMr es al nam ane a rot coveted br buaved "drrtp
V y M^dac+eng shed a tread be n to be dray hee. At Mut two-thirds (LSI W the surface of oe rewired ad stn them
cresta Yam be marmained in brde Aving.
FXHIBIT "C'
i. i
a. Enhanement.
1. An W fin pr oisioa herein contained and run with ole lend f.rd SMS be In/omasble or $wry.
f. 90 erg u fen A M AWW" Agent R Mot neve fin Ischem, rya N oflerN res DfovwoM h*redf, ill~ Nertey, to, fe.Nre
ed to do. oacepf matolch Owner olreCad oftww the RatfiefodAna Mad Mrd tin Ngh1 ro MIOVCs fMavo.wrort& MreO/Men
AppiCOble b My SSS 91M Approving Agent #had fads@ to IS, withoi r 1ltrfry(301 days hall wmbn Ipu*w h@m My such OrMr
1 Aha More cosmos /@beanAp@cOring Agent match @wa/OFAICa@OfhlMin lin A18804ledAreA aMRAave the right to enforcefin
AOA11AMMns then "Portable to M/ SM wSMtd A$Wq fair bilure se b a& ..
L ysMARACA, T 1S UMS hereof Sink be bind+g u Main preiAded ata,JAnwry l.5C15. TMneha. Was i�e[NnIbnN Co+eM.+means
Ruwctroha{RM be sclanded taaficwuive to" (101 year wm a Wims presto My steins expiration datq.tho Owings of a mapmy of
we site{ then subject hello $no ayscute, acanowerage and buy ra[ad an uatrunlem exbngMMing of modifying the Daciarahpn
Any such extinguishment at modification Man become OhaC1MI wpbs ald OnplrafoM dote Rest following the fetornl,lia inertial
Raebroed on Dotorwnbat I' 'US M 00"mo if NOMOa M ORrpal ReOorot. County of LOS Angora. California
EXHIBIT "Cly
7 Inxrng sndiadmg There shall be mo.nia.ned onoaM Site facilities tot parting. leading and unloading sufficient to serve me
blfemess conduct&# thereon without using adNcenl $tree► IMretor. and no use Lhail M mads ot any Silt anon rib atVacl
parting or, excess of the part -no {paces than overlebfe Worthen.
A. Wa1*rmMt&d Each Sete►hall be "ad otiyfdflMnula[turinfi. prptessrrg.erOrag*.whofYle.ORcs.le00ret01y, pr0lesa�pnal
research and doveloome"i aCmirO6 and thers shall not be Permitted any junk or Wvage yard m any other use which wdl 04 -
.
OMeneive to the ne-gftbomoed by reason Of odor, fumes. dust.ambte. Moo, or towtul.on or will oe hareroous by Mason Ot danger
of fore or explosion.
S. alVn/anence of Strirdldgs one lan#etapng. The Interior Oran alruetureaand all walls, driveways. loan Ina-lenOscaMnp On
each Site {hall be Maimauldd M geed Order, repair and condition by ma owner lhorewl. and all axlHrof pointed ►,Maces Mall be
ma"nur"e# m 1mShCYaa Condition ane $hail be repsinted at Nast once in every low (q y*an:
It. SCrlentng Of fbrep$ Ann Oa open storage Shoham pamined M any ¢Ice wneS{ prlafexted bysetdsatq b a Mgnt of Mol mer$
tan eight IQ (Ott approved m the manner hereinafter provided.
_
7. AppforarW Plant Mown#. No bwlorhgo. #maria 1110M OF 111"JOurn Shan be elected. or {terror structural aMnuom or sear.
liars made on any fru except pursuant to pan{ and $pockmeaeoro aporoved m the nYnar Mrem{hef prelndad as to ISMS.
acepng and arcaeCNnl confofmlty to a nigh Standard w14wahldl[On0111, Murch apprOVOI Shan ria M withhold unreasonably
Tha retlwromem Of approval set tam In this paragraph is N ad#dIM 10.0110 in
nG µpsUMOR for. any and 80 other re111rthons
herein contained.
pa mO purposes hWOef, a high pYndard Industrial eernter consists of a ComOlOa of bdustriol faeudi" domemed and
9011111'W" 10 be anthaticafty pleasing as wen as fuhctgMl. Comanln f Open preen and YnOwp" area win auunums
Mying a harmonious aeaar design. The induatrial cefrser scion are w4juOas, ill~ Ammng
to Others,if thefeal. me
following' -
(a) Wim tin eacelmion of Moat seen planted in ahrAll df "req. tin lenesceped eruxahatl tie maintained oft frays loans or
approved ground M.W.
(b1 NO Signe ""Kung above ins highest point on the roof and Of any building or employing letters exceeding lour (A I foot In
height they be used. No hors man told business identification signs may be used on any She and no Solid {hall be peim*d on
grey lifrunun. No {Ming Or moving lights may be used. No merit WAR One Sign haling to the moo or lau.ng o1 me SMO
Of Sxdsedfng finch 4151 Sduare fin may be used.
S.SUMMSiOR0311e1 luMt&roubdhAtionadivisitiftefilmySkO{MlfnotNnebfnatethOpOM18010whiCASUCII Stop ilosubdnrdod
W RMWS Sita for lin purposes MrplwimaA tin wane% 8POP041 of the Approving Agora. The tMtkb rsMnm contonao
"ll.fin VI events. remain apploubt* b gin entire fin as originally defined for the durstgn he1e0f. _
Q App Mill, Variancee aha R'a"M
1. fabrig IS men is lnApproving Agent ItShall have the enkNve right to grant appovata nownd bytes Restrictions and to waive
Or eery M Rsenfxt10rs m pOMfCYYr M WU whenever N Ro 0111,11M1 much warven a anenco sin not be detrimental to a high
stendaro mdaefrsl "Met.
f. After then GUNS to be an Approving Agent this Owners Of Attend Of the Ya in the Rntrie'ted Area opulnng upon seen Sit* hail
have ins exclusive tight to grow apprbvats required by the Roatritniold and told Owners Of tOCOfd Of tolathmld (3/7) in arta of land
N IM Restrse'tsd Afed wimin Ree hundred (Siler) bel of sees fin (Yid aha 10 be dafored by a line parallel to this boundaries of
YM &W and WAted file hundred (Sep) fool tMnhOml Sinn have M attluaivo right b waive or very the ROSIICIrOns m
_
Penciller MWM wnenlver M Wait option such waives or Same" wig req be dstrirMnYt to a high standard industrial center.
- f. Any pefaar having N ewereat M Oily fib May rely wpOR My kWrumlent Of rstood Signed by the Approving Agent of after that* .
mase$ to be an Approving Agent by gas approa4te owners nf*med t0 above purporting to grant M approval ata rove or vary
M RNtriCiiprs in panicutsf Arm, -- .
t Any toom"Mictron. Now to noaeenof signs. 0mvewaye. parking areal. finding. Yndscal". l*freq and $ereers.eom0lertdla
IMO" tan fora (31 months $hall be Oedmed approved. unless prow to tin expiration of ouch period t SUN for antace"mi Mt
Men commenced one Nods ShDoW euy headed. No ower, If any Sine shah be meOaible Inapt 1G elotsoors actumng
while a~.
a. Enhanement.
1. An W fin pr oisioa herein contained and run with ole lend f.rd SMS be In/omasble or $wry.
f. 90 erg u fen A M AWW" Agent R Mot neve fin Ischem, rya N oflerN res DfovwoM h*redf, ill~ Nertey, to, fe.Nre
ed to do. oacepf matolch Owner olreCad oftww the RatfiefodAna Mad Mrd tin Ngh1 ro MIOVCs fMavo.wrort& MreO/Men
AppiCOble b My SSS 91M Approving Agent #had fads@ to IS, withoi r 1ltrfry(301 days hall wmbn Ipu*w h@m My such OrMr
1 Aha More cosmos /@beanAp@cOring Agent match @wa/OFAICa@OfhlMin lin A18804ledAreA aMRAave the right to enforcefin
AOA11AMMns then "Portable to M/ SM wSMtd A$Wq fair bilure se b a& ..
L ysMARACA, T 1S UMS hereof Sink be bind+g u Main preiAded ata,JAnwry l.5C15. TMneha. Was i�e[NnIbnN Co+eM.+means
Ruwctroha{RM be sclanded taaficwuive to" (101 year wm a Wims presto My steins expiration datq.tho Owings of a mapmy of
we site{ then subject hello $no ayscute, acanowerage and buy ra[ad an uatrunlem exbngMMing of modifying the Daciarahpn
Any such extinguishment at modification Man become OhaC1MI wpbs ald OnplrafoM dote Rest following the fetornl,lia inertial
Raebroed on Dotorwnbat I' 'US M 00"mo if NOMOa M ORrpal ReOorot. County of LOS Angora. California
EXHIBIT "Cly