Purchase Agreement 514-522 E. Vermont Ave. Page 1 of
ASSESSOR PARCEL NO.: 234-121-25
SELLER: ANAHEIM EAST VERMONT, LLC
BUYER: CITY OF ANAHEIM
CITY
OF ANAHEIM
AGREEMENT FOR SALE OF PROPERTY
AND JOINT ESCROW INSTRUCTIONS
THIS
AGREEMENT FOR SALE OF PROPERTY AND JOINT ESCROW
INSTRUCTIONS (the “Agreement”) is dated for identification only as of [ ], 2025 (“Date of Agreement”), by and between Anaheim East Vermont, LLC, a California limited liability company (hereinafter called “Seller”), and the City of Anaheim, a California municipal corporation and charter city (hereinafter called “Buyer” ), for acquisition by Buyer of certain property as hereinafter set forth.
IT I
S HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. AGREE
MENT TO SELL AND PURCHASE . Seller agrees to sell, convey, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement, all of the following property (hereinafter collectively called the “Property” ):
A. Real Property. That certain real property together with Seller ’s right, title and interest, if any, in and to all improvements, mineral interests, easements, rights of way, licenses, interests, rights and appurtenances pertaining to the real property, situated in the City of Anaheim, County of Orange, State of California, and legally described in Exhibit A attached hereto, and commonly known as 514-522 E. Vermont Avenue, Anaheim, California (the “Real Property”).
The Real Property ’s improvements include four (4) buildings totaling approximately 87,531 square feet (the “Buildings”). The Buildings are currently subject to occupancy by two (2) lessees of Seller as described in Paragraph 3.
B. Personal Property. All fixtures and equipment attached to the Building and/or Real Property free and clear of any and all liens, liabilities, encumbrances, exceptions and claims, other than the Assumed Contracts (collectively, the “Personal Property” ), provided however, that Personal Property shall specifically exclude all of Seller’s signage and Seller’s inventory and any Intangible Property as defined below..
C. Intangible Property. All warranties, guarantees and bonds from third parties along with all goodwill relating to the business of owning, operating, maintaining and managing the Real Property (collectively, the “Intangible Property”), provided however that Intangible Property shall specifically exclude all trade names, trademarks, service marks and logos, or any intellectual Purchase Agreement 514-522 E. Vermont Ave. Page 2 of
property used in conjunction with the ownership, operation and management of the Real Property, whether or not registered and nothing contained herein shall act as an assignment of Seller’s trade names, trademarks, service marks and logos, or any intellectual property from Seller to Buyer.
D. Assumed Contracts. All of the Contracts (as defined in Paragraph 5.A) which Buyer has expressly agreed to assume in writing upon the Closing pursuant to a written notice by Buyer delivered to Seller prior to the expiration of the Due Diligence Period (collectively, the “Assumed Contracts”). In the event Buyer fails to deliver to Seller Buyer’s written election to assume one or more of the Contracts pursuant to this Paragraph 1.E , such failure shall be deemed to constitute Buyer’s election not to assume any of the Contracts and upon such failure, Seller shall terminate all Contracts Buyer has not elected to assume effective no later than the Closing.
E. Permits and Entitlements. All of Seller’s right, title and interest in, to and under the following in Seller ’s possession or control: (i) all permits, licenses, certificates of occupancy, approvals, authorizations and orders obtained from any governmental authority and relating to the Real Property or the business of owning, maintaining and/or managing the Real P roperty; (ii) all preliminary, proposed and final drawings, renderings, blueprints, plans and specifications (including “as-built” plans and specifications), and tenant improvement plans and specifications for the Improvements (including “as-built” tenant improvement plans and specifications; and (iii) all maps and surveys for any portion of the Real Property; (iv) all items constituting the Seller ’s Deliveries, and all changes, additions, substitutions and replacements for any of the foregoing, free and clear of any and all liens and claims (collectively the “Permits and Entitlements”).
Seller acknowledges and agrees that this Agreement is subject to approval by the City of Anaheim City Council, acting in its capacity as the legislative body of the City of Anaheim.
2. PURCHASE PRICE. The total purchase price, payable in cash, certified or cashier’s check payable to the Escrow Agent, or by electronic transfer of federal funds through escrow, shall be the sum of:
TWENTY-TWO MILLION DOLLARS ($22,000,000.00)
$220,000 Initial Deposit within three (3) days of opening of Escrow $21,780,000 Additional Deposit at close of Escrow
$22,000,000 Purchase Price
3. TERMINATION OF EXISTING LEASEHOLD; INDEMNITY; WAIVER OF RELOCATION BENEFITS. Seller, as “Lessor”, and Delta Refrig eration Corporation and Grand A International Co., collectively as “Lessees”, are parties to those certain leases dated [ ] and [ ] (collectively the “Leases”) which grants a leasehold interest in and to the Buildings.
A. The parties intend that both of the Seller ’s Lessees, (1) Delta Refrig eration Corporation and (2) Grand A International Co. ( collectively hereinafter called “ Tenants”), occupancy of the Buildings be terminated upon or before the Closing.
B. Seller shall indemnify, defend and hold the Buyer harmless from and against all liabilities, suits, actions, claims, demands, penalties, damages (including without limitation, penalties, fines, and monetary sanctions), giving rise to losses, costs or expenses (including, without limitation, consultants’ fees, and reasonable attorneys’ fees) of any kind or nature and for any damages, arising from, related in any respect to, or as a result of Tenant ’s or any other party Purchase Agreement 514-522 E. Vermont Ave. Page 3 of
claiming a right of occupancy to the Real Property or any portion thereof in connection with the Relocation Assistance Act (Government Code section 7260 et seq.), the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Section 4601, et seq.), and any other applicable federal, state or local enactment, regulation or practice providing for relocation assistance or compensation for property (including without limitation goodwill and furnishing, fixtures and equipment).
C. The parties intend that the Purchase Price shall also constitute satisfaction of any relocation claims of Tenant s, as Seller ’s Lessees (and all other entities claiming a right to occupancy of the Real Property), such that Seller shall cause to be delivered to Buyer a fully executed waiver of relocation benefits prior to the Close of Escrow, in the form of the Termination of Occupancy/Waiver of Relocation Benefits (“Relocation Waiver”) attached hereto as Exhibit D.
4. TITLE REVIEW AND TITLE INSURANCE POLICY.
A. Delivery of Title Commitment. Escrow Agent (as defined in Paragraph 9.A hereof) shall promptly request that Ticor Title Company (“Title Company”) deliver to Buyer a current preliminary title commitment covering the Real Property together with legible or best available copies of all documents referenced therein (collectively, the “Title Report”) B. Title Review and Cure. Buyer shall have seven (7) business days following its receipt of the Title Report (the “ Title Review Period ”) to review same and to either approve or disapprove the condition of title to the Real Property. On or before the expiration of the Title Review Period, Buyer shall deliver to Seller and Escrow Agent written notice ( “Buyer’s Title Notice”) of Buyer’s approval or disapproval of the matters reflected in the Title Report. The failure of Buyer to deliver to Seller Buyer ’s Title Notice on or before the expiration of the Title Review Period shall be deemed to constitute Buyer’s approval of the condition of title to the Real Property.
If Buyer disapproves any matter of title shown in the Title Report, then Seller may, but shall have no obligation to, within five (5) business days after its receipt of the Buyer ’s Title Notice for the Real Property (“Seller’s Election Period”), elect to eliminate or ameliorate to Buyer’s satisfaction, in Buyer’s sole discretion, the disapproved title matters by giving Buyer written notice ( “Seller’s Title Notice”) of those disapproved title matters, if any, which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title matters, then Buyer shall have the right, upon delivery to Seller and Escrow Agent (on or before five (5) business days following the expiration of Seller ’s Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow. Failure to take either one of the actions described in (a) and (b) above shall be deemed to be Buyer’s election to take the action described in clause (b) above. If Buyer elects (or is deemed to have elected) to terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate and the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their express terms survive a termination of this Agreement), Buyer shall immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller ’s Deliverables (see Paragraph 5.A) and all other documents, instruments and materials previously provided by Seller to Buyer, if any (collectively, the “ Property Information”). Buyer shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Buyer did not object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Cancellation rights of the parties may only be Purchase Agreement 514-522 E. Vermont Ave. Page 4 of
extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in writing.
Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to be removed from title, on or before the Closing and at Seller’s sole cost and expense, all monetary liens, claims and encumbrances of record, and Buyer shall not be required to object to same; all of which, if any, shall not become a Permitted Exception (as defined below).
C. Delivery of Title Policy at Closing. As a condition precedent to Buyer’s obligation to acquire the Real Propert y and the Closing, the Title Company shall have issued and delivered to Buyer, or shall have committed to issue and deliver to Buyer, with respect to the Real Property, an ALTA Owner’s Policy of Title Insurance with endorsements reasonably required by Buyer (the “Title Policy”) issued by the Title Company as of the date and time of the recording of the Grant Deed for the Real Property, in the amount of the Purchase Price, subject only to the Permitted Exceptions (as hereinafter defined), name Buyer as the insured; have a liability amount equal to the Purchase Price; show Buyer as the owner of the Real Property in fee simple; and include extended coverage over the standard printed exceptions as may be reasonably required by Buyer.
For purposes of this Agreement, “ Permitted Exceptions” shall mean only (a) any lien to secure payment of real estate taxes, including special assessments, not delinquent, (b) the lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code, not delinquent, (c) all matters affecting the Real Property which are created by or with the express written consent of Buyer; (d) all exceptions disclosed by the Title Report relating to the Real Property and which are approved or deemed approved by Buyer in accordance with Paragraph 4.B hereof, and (e) all applicable laws, ordinances, rules and governmental regulations (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property. Seller agrees to pay the premium charged for the ALTA standard owner’s policy component of the Title Policy, and Seller shall deliver to the Title Company such instruments, documents, releases and agreements and perform such other acts as Title Company may reasonably require in order to issue the Title Policy, including without limitation the execution and delivery of owner’s affidavits and indemnities. Indemnification of the Title Company to induce it to insure any otherwise unpermitted exception to title shall not be allowed except with Buyer ’s prior written consent, in Buyer ’s reasonable discretion, after full disclosure to Buyer of the nature and substance of such exception and indemnity. Any additional costs, including the cost of endorsements requested by the Buyer which are not necessary to obtain the ALTA standard coverage title policy, or additional premiums to obtain an ALTA extended coverage policy, shall be borne by the Buyer.
D. Provided that there is sufficient time during the Due Diligence Period, Buyer, at its sole election, may following the Effective Date, hire a land surveyor for the purpose of preparing an ALTA survey for the Real Property (the “Survey”). Notwithstanding the foregoing, Buyer shall have seven (7) business days after receipt of the Survey to object to any matters of survey in writing to Seller, in which event the procedure set forth in Paragraph 4.B above shall apply to such Survey objections. The time to deliver the Survey shall not exceed the Due Diligence Period for the Buyer.
E. Seller agrees it shall not from and after the Effective Date voluntarily or consensually perform any act which results in any additional exceptions to title that would survive the Closing without Buyer’s prior written consent. In the event that the Title Company requires an Purchase Agreement 514-522 E. Vermont Ave. Page 5 of
indemnity for any potential liens on the Real Property in connection with any work performed at the Real Property, Seller shall provide such indemnity to the Title Company at the Closing as may be reasonably required in order to allow the Title Company to provide title insurance to the Buyer at the Closing.
F. Buyer shall have the right to reexamine title to the Real Property and in the event of any amended, updated or modified version of the Title Report after Buyer has delivered Buyer’s Title Notice, Buyer shall have the right to object to any additional title exceptions, or modifications to existing title exceptions, contained in such amended, updated or modified Title Report, by the same process contained above, provided, however, that the objection and response times of each of the parties shall be limited to five (5) days each, and the Closing shall be extended accordingly.
5. INSPECTIONS: DUE DILIGENCE PERIOD.
A. Seller’s Deliverables. Within ten (10) business days of the Effective Date, Seller shall deliver all reports, surveys and data relating to the environmental, geological, soil and/or physical condition of the Real Property and/or the improvements thereon in the possession of Seller or its agents, and (ii) any lease, amendment, personal guaranty and other agreements related to the occupation of the Real Property by Tenants or any other party possessing rights with respect to the Real Property; and (iii) the following “Contracts”: all written and oral contracts of insurance, management, leasing, security, janitorial, cleaning, pest control, waste disposal, landscaping, advertising, service, maintenance, operating, repair, and other contracts and commitments in any way relating to the Property (collectively (i) through (iii), the “ Seller's Deliverables "). Buyer, acting through its undersigned representative, may extend the time for Seller to submit Seller's Deliverables or otherwise waive such requirement. Sel ler will promptly deliver to Buyer supplements and/or updates of Seller's Deliveries to the extent such items are received by Seller prior to Closing. During the Due Diligence Period, Buyer shall have the right to conduct and complete an investigation of all matters pertaining to Seller's Deliveries and all other matters pertaining to the Property and Buyer's acquisition thereof. In this regard, Buyer shall have the right to contact the Tenants, governmental agencies and officials and other parties and make reasonable inquiries concerning Seller's Deliveries and any and all other matters pertaining to the Property.
Seller agrees to reasonably cooperate with Buyer in connection with its investigation of Seller's Deliveries and all other matters pertaining to the Property. Except as otherwise provided under this Agreement or applicable law, Seller makes no representation or warranty regarding the accuracy or completeness of any information contained in Seller's Deliverables and all such information is being made available to Buyer on an "AS -IS" basis, provided, however, that Seller shall not provide information to Buyer that Seller possesses actual knowledge of being inaccurate or, alternatively, shall promptly disclose to Buyer the inaccurate information contained in Seller's Deliverables to the extent Seller has actual knowledge of the inaccuracy. Buyer specifically acknowledges that Buyer is not relying on Seller to indicate the relative importance or materiality of any of the Seller's Deliverables or any other instruments, records, documents, or other information made available to Buyer for review and that Buyer shall make its own determination as to the level of scrutiny it applies to those matters.
B. Seller's Disclosures. Within ten (10) business days of the Effective Date, Seller will provide Buyer with all disclosures required by statute and which are applicable to the Real Property, including, but not limited to, a disclosure as designated under the Health and Safety Purchase Agreement 514-522 E. Vermont Ave. Page 6 of
Code; whereby Seller is required to disclose if there are any hazardous substances located on or beneath the Real Property that are known to Seller.
C. Inspections. Beginning on the Effective Date and continuing thereafter until [Month Day], 2025 (the " Due Diligence Period") and any extensions thereof pursuant to Paragraph 5.E , and further subject to Paragraph 5.D, Buyer and its agents shall have a license (the " License") to enter upon the Real Property for the purpose of making physical inspections.
Prior to any entry onto the Real Property pursuant to the License, Buyer or Buyer's agent conducting the inspection shall provide Seller with a certificate of insurance naming Seller as an additional insured and with an insurer and insurance limits and coverage reasonably satisfactory to Seller (which coverage shall include, at a minimum, general liability, personal injury and broad form property damage with limits of liability not less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate). All of such entries upon the Real Property shall be at reasonable times during normal business hours and after at least 48 hours prior notice to Seller or Seller's agent (unless a greater time is provided for under Paragraph 5.D), and Seller or Seller's agent shall have the right to accompany Buyer during any activities performed by Buyer on the Real Property. Seller shall inform its tenants of such inspections and coordinate with such tenants in order to facilitate the inspectio n as provided herein. In performing any activities under the License, Buyer shall: (i) not unreasonably disrupt the ongoing activities at the Property; (ii) conduct its activities in a diligent, reasonably quiet, expeditious, and safe manner; and (iii) comply with all applicable laws.
At Seller's request, whether or not Seller is in default of the Agreement, Buyer shall provide Seller, within three (3) days of Seller's request and at no cost to Seller, a copy of the results of any final form tests and inspections made by Buyer (to the extent in Buyer's possession as of the date of request by Seller), excluding only market and economic feasibility studies; provided however, Buyer shall not be liable for any such material provided to Seller and Buyer makes absolutely no representation or warranty of any kind regarding any such tests/inspections. If any inspection or test physically disturbs the Real Property, Buyer will restore the Real Property to substantially the same condition as existed before the inspection or test. Buyer shall defend, indemnify and hold Seller, Seller's members, managers, officers, tenants, agents, contractors and employees harmless from and against any and all losses, costs, damages, claims, or liabilities, including but not limited to, mechanic's and material men's liens and Seller's reasonable attorneys' fees, arising out of or in connection with Buyer's or its agents' entry upon or inspection of the Real Property.
Notwithstanding the foregoing, Buyer's indemnity, defense and hold harmless obligations hereunder shall not apply to any pre -existing condition that is discovered by Buyer during the course of Buyer's exercise of the License rights. The License shall be deemed revoked upon any termination of this Agreement. The provisions of this Paragraph 5.C shall survive the Closing or the earlier termination of this Agreement.
D. Environmental Inspections. The inspections under Paragraph 5.C may include Phase I environmental inspections of the Real Property, Phase II environmental inspections or other invasive inspections or sampling of soil or materials, including without limitation construction materials, either as part of the Phase I inspections or any other inspections (“Invasive Inspections”). If Buyer chooses to perform any Phase II or other Invasive Inspections: (i) Buyer shall notify Seller in writing not less than seven (7) business days before the date in which the Phase II or other invasive inspection or sampling is scheduled to take place, (ii) such notice shall Purchase Agreement 514-522 E. Vermont Ave. Page 7 of
include the proposed scope of work and the party who will perform the work (iii) Buyer must receive Seller's express written approval before conducting the Invasive Inspection, which approval may be granted or withheld in Seller's sole discretion; and (iv) Buyer shall perform the Invasive Inspection in accordance with such terms and conditions as Seller shall reasonably prescribe (e.g., insurance) as a condition to granting its consent, if any.
In the event that Seller, in exercising its sole discretion, disapproves of the Invasive Inspection, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their express terms survive a termination of this Agreement), Buyer shall immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller Deliverables (see Paragraph 5.A) and all other Property Information.
At Seller's request and provided that Seller is not in default of this Agreement, Buyer shall deliver to Seller (at no cost to Seller) copies of any final form Phase II or other environmental reports (to the extent in Buyer's possession as of the date of request by Seller) to which Seller consents as provided above; provided however, Buyer shall not be liable for any information contained in such reports and Buyer makes absolutely no representation or warranty of any kind regarding any such reports.
In the event Buyer determines that remediation is required due to the presence of Hazardous Materials upon the Real Property, then, notwithstanding anything herein to the contrary, the Closing shall not occur unless and until Seller has assumed, to Buyer's satisfaction, full and complete financial responsibility for that remediation on the Real Property that is within a timeframe, and in accordance with a remedial action plan (" RAP"), acceptable to Buyer and the appropriate environmental oversight agency.
Buyer acknowledges and agrees that Seller may agree to assume such responsibility in the exercise of Seller's sole and absolute discretion. Subject to the mutual agreement of the parties, the implementation of the RAP may occur subsequent to the Closing. I f for any reason Seller fails to assume responsibility for that remediation, then Buyer shall have the right (but not the obligation) to terminate this Agreement.
E. Buyer Notice to Proceed. Within thirty (30) days following the delivery of the RAP as provided herein, Buyer shall (i) deliver a notice of Buyer's intent to proceed with the remedial work and acquisition of the Real Property (the " Buyer Notice to Proceed "), or (ii) a notice of Buyer's intent to not proceed which shall terminate this Agreement. Upon Delivery of the Buyer's Notice to Proceed, Buyer shall be responsible for completing the remediation as provided in the RAP at Seller's sole cost and expense.
F. Extension of Due Diligence Period. If Buyer determines, in its sole discretion, before the expiration of the Outside Closing Date, that Buyer requires more time to complete the analysis and investigation of the condition of the Property, Buyer shall have the right to extend the Due Diligence Period for one or more additional 30 day periods, (each an "Extension" and together with the original Due Diligence Period the "Extended Due Diligence Period"), SUBJECT TO Buyer's (i) delivery of a written notice of extension (each an "Extension Notice") to Escrow Agent and Seller and (ii) deposit of one percent (1%) of the Purchase Price with Escrow Agent (each an "Extension Deposit" and together the "Extension Deposits"), which Extension Notice and Extension Deposit shall be provided/deposited prior to the expiration of the Due Diligence Period Purchase Agreement 514-522 E. Vermont Ave. Page 8 of
or the then applicable Extended Due Diligence Period, as applicable. If, through no fault of Seller, the close of escrow has not occurred prior to the expiration of the then applicable Extended Due Diligence Period, then, immediately upon expiration of the then applicable Extended Due Diligence Period, Escrow Agent shall release the Extension Deposits to Seller and Seller shall be entitled to keep and retain said Extension Deposits in consideration of Seller's grant of the Extended Due Diligence Period (irrespective of whether the escrow ultimately proceeds to close).
If the escrow closes prior to the expiration of the then applicable Extended Due Diligence Period, then (A) Seller shall be entitled to receive and retain, at the Closing, the entirety of the E xtension Deposits.
G. Termination During Due Diligence Period. If Buyer determines, in its sole discretion, that the Property is unacceptable for Buyer's purposes, then Buyer shall have the right to terminate this Agreement by giving to Seller notice of termination ("Termination Notice") on or before the expiration of the relevant Due Diligence Period, in which event the Buyer shall immediately return (or confirm the destruction of) all Property Information, if any, to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Buyer fails to deliver a Termination Notice or Acceptance Notice (as defined below) to Seller on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to have elected to terminate this Agreement. Buyer's delivery (or deemed delivery) of a Termination Notice to Seller with respect to the Property shall constitute Buyer's election to terminate this Agreement with respect to the Property as provided above in Paragraph 5.F. In lieu of termination as provided herein, the Buyer may request that Seller make repairs or take any other remedial action regarding the Property.
Seller shall have no obligation to agree to or respond to Buyer's request and, in such instance, the Agreement shall be deemed terminated.
H. Notice of Acceptance. If Buyer determines, in its sole discretion, on or before the expiration of the Due Diligence Period that the Property is acceptable for Buyer's purposes, Buyer shall deliver to Seller a written notice of acceptance ("Acceptance Notice") on or before the expiration of the Due Diligence Period, in which event Buyer shall be deemed to have accepted the condition of the Property and shall waive its termination right under this Paragraph 5 . Upon Escrow Agent's receipt of the Acceptance Notice, the parties shall proceed to close the escrow as provided in Paragraph 9.
6. SELLER'S PRE- CLOSING OBLIGATIONS . Seller hereby covenants and agrees as follows:
A. Operations. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall operate and manage the Real Property substantially in accordance with its customary practices.
B. Maintenance. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall maintain the Real Property in substantially its present condition, subject to normal wear and tear, and Seller shall not diminish the quality or quantity of maintenance and upkeep services heretofore provided to the Real Property.
C. Lease. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall administer Purchase Agreement 514-522 E. Vermont Ave. Page 9 of
and timely perform all of its obligations under the Lease and shall not commit any default under the Lease. In the event of a tenant default under a Lease, Seller shall use commercially reasonable efforts to enforce the terms and conditions of such Lease. Commencing on the Effective Date and terminating on the Closing or the earlier termination of this Agreement, as applicable, Seller shall not renew, extend, amend or modify the Lease, or enter into any new lease without the prior written consent of Buyer, which consent shall be given or withheld in Buyer's sole discretion.
D. Notices/Violations. During the time period commencing upon the Effective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall promptly deliver to Buyer any and all notices and/or other written communications delivered to or received from: (i) any Tenant; (ii) any party under any of the Contracts; and/or (iii) any governmental authority (except by the Seller) relating to the Property or operation thereof. During the time period commencing upon the Effective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall deliver to Buyer prompt notice of: (i) the occurrence of any inspections of the Real Property by any governmental authority (except by the Seller); (ii) any default by a party to any Contract; (iii) any default by any party to any lease; (iv) any notices of violations of laws, ordinances, orders, directives, regulations or requirements issued by, filed by or served by any governmental agency (except Seller) against or affecting Seller or any part or aspect of the Real Property.
E. Assumed Contracts. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall administer and timely perform all of its material obligations under the Contracts. Furthermore, during the time period commencing upon the date of delivery by Buyer to Seller of Buyer's Acceptance Notice pursuant to Paragraph 5.G hereof and terminating on the Closing or the earlier termination of this Agreement, as applicable, Seller shall not terminate, amend or modify any of the Assumed Contracts or enter into any new Contract not terminable at Closing, without the prior written consent of Buyer in each instance, which consent may be granted or withheld in Buyer's sole discretion. Seller agrees that, except for the Assumed Contracts, prior to the Closing Seller shall be responsible for terminating all Contracts and other obligations (including, but not limited to, any and all management, listing and/or leasing agreements) relating to the maintenance, operation, management and leasing of the Property, and Seller shall be liable for any risks, costs and penalties related to such termination.
F. Monetary Obligations. Seller shall pay and satisfy in full any and all liens, liabilities and encumbrances placed, or caused to be placed, of record against the Real Property evidencing a monetary obligation which can be removed by the payment of money (the " Monetary Obligations") on or before the Closing Date.
G. New Liens, Liabilities or Encumbrances. Seller shall not cause, grant or permit any new liens, liabilities, encumbrances or exceptions to title to the Property without the prior written consent of Buyer in each instance, which consent may be granted or denied in the sole and absolute discretion of Buyer.
H. Termination of Negotiations. Upon the Effective Date of this Agreement, Seller shall terminate all negotiations with any other person or entity other than Buyer for the sale or disposition of the Property.
7. SELLER'S DELIVERIES
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A. Seller's Deliveries to Escrow Agent at Closing . On or before 5:00 p.m. on the last business day prior to the Closing Date, Seller shall deliver to Escrow Agent the items described in this Paragraph 7.
i. Seller's Grant Deed . One (1) original of Grant Deed, duly executed and acknowledged by Seller. Pursuant to Paragraph 9.D(i) hereof, all documentary transfer tax information shall be affixed to Grant Deed upon recordation. ii. Bill of Sale . One (1) original of the Bill of Sale, duly executed by Seller. iii. Certificate of Non -Foreign Status. One (1) original of the Certificate of Non-Foreign Status, duly executed and acknowledged by Seller. iv. Assignment and Assumption of Contracts, tIf necessary two (2) counterpart originals of the Assignment and Assumption of Contracts in substantially the same form and substance as the form attached hereto as Exhibit E, duly executed by Seller. v. Seller's Charges. In addition to the Additional Deposit of the Purchase Price and other funds deposited by Buyer with Escrow Agent, such funds as may be required to: (a) discharge all Monetary Obligations; and (b) pay any amounts required to be paid by Seller in accordance with the provisions of Paragraphs 9.D and 9.E hereof out of the sales proceeds. vi. Seller's Affidavits: Certificates and Evidence of Authority. (a) Any and all affidavits, indemnities and any other written documentation required by the Title Company as a condition to the issuance of the applicable Title Policy; and (b) to the extent required by the Title Company, Escrow Agent and/or Buyer, as applicable, evidence that Seller and those acting for Seller have full authority to consummate the transaction contemplated by this Agreement, as modified through the Closing including, without l imitation, certified copies of the corporate, limited liability company, partnership or other resolutions authorizing the transaction contemplated by this Agreement.
vii. Seller's Closing Statement. Seller's Closing Statement, duly executed by Seller.
viii. Additional Documents. Such additional documents, instructions or other items as may be necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby, provided that such additional documents, instructions or other i tems shall not cause any additional liability, cost or obligation to Seller, except as otherwise provided for in this Agreement.
B. Seller's Deliveries to Buyer at Closing. On or before the Closing, Seller shall deliver to Buyer the items described in this Paragraph 7.B.
i. A ssumed Contracts, Permits and Entitlements and Intangible Property, if any. Originals, or if the originals are not available, copies of all of the Assumed Contracts, Permits and Entitlements and Intangible Property in Seller's possession or control. ii. Keys. All keys and security cards, if any, relating to the Property and Buildings, and such additional documents, instructions or other items as may be necessary to operate any security system therein.
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iii. R elocation Waiver . One (1) original of the Relocation Waiver in substantially the same form and substance as the form attached hereto as Exhibit D, duly executed by Seller and its Lessees, Delta Refrigeration Corporation and Grand A International Co.
8. BUYER'S DELIVERIES
A. Seller's Deliveries to Escrow Agent at Closing . On or before 5:00 p.m. on the last business day prior to the Closing Date, Buyer shall deliver to Escrow Agent the items described in this Paragraph 7.
i. A dditional Deposit Portion of the Purchase Price . The Additional Deposit Portion of the Purchase Price pursuant to Paragraph 3 hereof. ii. A ssignment and Assumption of Contracts. If necessary, two (2) counterpart originals of the Assignment and Assumption of Contracts, in substantially the same form and substance as the form attached hereto as Exhibit E, duly executed by Buyer. iii. B uyer's Charges. In addition to the Additional Deposit of the Purchase Price and other funds deposited by Buyer with Escrow Agent, funds sufficient to pay all amounts required to be paid by Buyer in accordance with the provisions of Paragraphs 9.D and 9.E hereof. i v. Evidence of Authority. To the extent required by the Title Company, Escrow Agent, and/or Seller, as applicable, evidence that Buyer and those acting for Buyer have full authority to consummate the transaction contemplated by this Agreement, as modified through the Closing including, without limitation, certified copies of the corporate, limited liability company, partnership or other resolutions authorizing the transactions contemplated by this Agreement. v. Buyer's Closing Statement . Buyer's Closing Statement, duly executed by Buyer.
vi. Additional Documents. Such additional documents, instructions or other items as may be necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby, provided that such additional documents, instructions or other items shall not cause any additional liability, cost or obligation to Buyer, except as otherwise provided for in this Agreement.
9. ESCROW.
A. General Escrow Provisions. Buyer and Seller agree to open an escrow in accordance with this Agreement at Mariners Escro w, 270 Newport Center Drive, Suite 200, Newport Beach, CA 92660 ("Escrow Agent"). The escrow shall be deemed open upon the delivery of a fully- executed copy of this Agreement to Escrow Agent (the "Opening of Escrow "). The "Close of Escrow" or "Closing" shall mean and refer to (i) Seller's receipt of the Purchase Price and (ii) transfer and conveyance of the Real Property to Buyer by Grant Deed. This Agreement constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts reasonably necessary to close this escrow on [____________, 2025 (the "Outside Closing Date"), provided, however, that the Outside Closing Date shall be extended as necessary to accommodate any corrective action (e.g., casualty) or notice period (e.g., condemnation) as provided in the Agreement. Seller shall, on or before the Closing, deliver to Escrow Agent a fully-executed and notarized original of the Grant Deed, in form reasonably approved by Buyer. Buyer
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agrees to deposit the Additional Deposit of the Purchase Price and related escrow fees and charges, less applicable deposits if any, upon demand of Escrow Agent on the Closing Date. Buyer and Seller each agree to deposit with Escrow Agent any additional in struments and funds as may be reasonably necessary to complete this transaction.
B. Insurance. Insurance policies are not to be transferred, and Seller will cancel its own policies after the Close of Escrow.
C. Escrow Funds: Disbursements. All funds received in this escrow shall be deposited with other escrow funds in a general interest -bearing escrow trust account(s) and may be transferred to any other such escrow trust account in any federally insured State or National Bank doing business in the State of California.
D. Cost and Expenses.
i. S
eller shall pay: (a) one-half of all other usual fees, charges, and costs which arise from Escrow in connection with this transaction; (b) Seller's share of prorations and (c) Seller's attorneys' fees (d) their respective portions of the premium for the costs for the Title Policy as described in Paragraph 4.B.
ii. Buyer shall pay: (a) one -half of all other usual fees, charges, and costs which arise from Escrow in connection with this transaction; (b) Buyer's share of prorations; (c) Buyer's attorneys' fees; (d) their respective portions of the premium for the costs for the Title Policy, including the cost of any binders or endorsements to the Title Policy requested by Buyer as described in Paragraph 4.B; and all recording costs, documentary transfer taxes, deed stamps and similar costs, fees and expenses payable in connection with the recordation of Seller's Deed E. Prorations and Adjustments . The following adjustments and prorations shall be made as of 12:01 a.m. on the Closing Date ("Proration Date"), as though Buyer held title to the Property throughout the entire day in which the Closing occurs. Such adjustments and prorations shall be made subject to the following provisions:
i. Operating Expenses. All costs, fees and expenses (other than Taxes) relating to the operation, management and repair of the Property (collectively, the "Operating Expenses"), shall be prorated between Seller and Buyer at the Closing as of the Proration Date. ii. Taxes and Assessments. All real and personal property ad valorem taxes, if any, including without limitation, all supplemental taxes attributable to the fiscal year in which the Closing occurs shall be paid by Seller and Seller shall be entitled to seek a refund from the Orange County Tax Collector for any such taxes and assessments paid for the portion of the fiscal year following the Closing Date. Special assessments, if any, shall be prorated to the Closing Date. The Buyer is not subject to the assessment of property taxes (whether general, special, or supplemental) once it takes title to the Property.
iii. Assumed Contracts. Any Operating Expenses accruing under, arising out of or relating to any of the Assumed Contracts shall be prorated between Seller and Buyer at the Closing as of the Proration Date.
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i v. Final Adjustment after Closing. If final prorations of special assessments, if any, or ad valorem taxes relating to pre-Closing issues/events cannot be made at the Closing, then, provided Buyer or Seller identify any such proration ("Post Closing Proration") in writing before the Closing, Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available, with final adjustment to be made as soon as reasonably possible after the Closing.
F. Close of Escrow: Instructions to Escrow Agent. On the Closing Date, provided that all conditions precedent have been satisfied or waived by the appropriate party, Escrow Agent shall take the following actions in the order indicated below:
i. With respect to all closing documents delivered to Escrow Agent hereunder, and to the extent necessary, Escrow Agent is authorized to insert into all blanks requiring the insertion of dates the date of the recordation of the Grant Deed or such other date as Escrow Agent may be instructed in writing by Seller and Buyer;
ii. Pay any amount necessary to place title in the condition necessary to satisfy Paragraph 4.C of this Agreement and charge Seller;
iii. P ay any escrow fees, charges and costs payable under Paragraph 9.D of this Agreement and charge Buyer and Seller as set forth in Paragraphs 9.D and 8.E. i v. Deliver to Seller, in cash or electronic funds the Purchase Price, plus or minus, as the case may be, the amounts determined in accordance with the provisions of this Agreement;
v. Record the Grant Deed in the Official Records of Orange County, California;
vi. Cause the Title Company to issue the Title Policy for the Property; and vii. Deliver to Seller and Buyer a final closing statement which has been certified by Escrow Agent to be true and correct.
G. Time of the Essence: Failure to Close Due to Buyer's Default . TIME IS OF THE
ESSENCE IN THESE INSTRUCTIONS AND ESCROW SHALL CLOSE ON OR BEFORE THE
OUTSIDE CLOSING DATE, UNLESS SUCH DATE IS EXTENDED BY MUTUAL AGREEMENT OF THE PARTIES.
10. BROKERAGE FEES.
A. B
uyer Real Estate Brokerage Commission Or Fees. Buyer has elected to represent itself and warrant to the other Seller that no broker or finder is entitled to any commission or fee in connection with this transaction. Buyer agrees to defend and hold harmless the Seller from any claim to any such commission or fee resulting from any action on its part as the Buyer.
B. Seller Real Estate Brokerage Commission Or Fees. Seller disclosed, represents, and warrants to Buyer that Jones Lang LaSalle Brokerage, Inc. (“JLL”) exclusively represents Seller.
Seller shall pay JLL a commission in accordance with a separate agreement between Seller and Purchase Agreement 514-522 E. Vermont Ave. Page 14 of
JLL. Seller agrees to defend and hold harmless the Buyer from any claim to any such commission or finder’s fee as a procuring cause of the sale contemplated in this Agreement.
C. B
roker and Finder's Fee Indemnification. If any other broker or finder perfects a claim for a commission or finder's fee based on any contract, dealings, or communication with a party (the "Indemnifying Party"), then the Indemnifying Party shall indemnify, defend, and hold the other party (the " Non-indemnifying Party") harmless from all costs and expenses (including reasonable attorney fees and costs of defense) incurred by the Non -indemnifying Party in connection with such claim.
11. CONDITIONS TO CLOSE.
A. Buyer's Conditions Precedent. The following shall be conditions precedent to Buyer's obligation to close, in addition to all other conditions precedent set forth in this Agreement. i. The City Council of the City of Anaheim, acting as the legislative body of Buyer, shall have approved this Agreement and authorized its designated representative to execute of behalf of Buyer all documents necessary to close.
ii. Seller shall have timely delivered to Escrow Agent all of the items to be delivered by Seller pursuant to Paragraph 7.A hereof. Seller shall have timely delivered to Buyer all of the items to be delivered by Seller pursuant to Paragraph 7.8 hereof. iii. T he Property and Buildings shall be vacant and free and clear of any and all personal property (Furnishings, Furninture and Equipment) which is not a part of this Agreement. iv. If, in the course of performing the Buyer's Due Diligence contamination was discovered, Buyer has determined that the cost of remediation is reasonable and Buyer and Seller have agreed on an adjustment of the Purchase Price mutually acceptable to the parties, or alternatively, Seller has assumed financial responsibility for the RAP in a manner acceptable to Buyer as provided in Paragraph 5.D.
v. A s of the Closing, Seller shall have timely performed all of the material obligations required by the terms of this Agreement to be performed by Seller. vi. Title Company is irrevocably committed to issue the Title Policy. viii. All representations and warranties made by Seller to Buyer in this Agreement shall be true and correct as of the Closing.
vii. The Real Property (or portion thereof) shall not be damaged or destroyed by casualty or otherwise as of the Closing.
Unless all of Buyer's conditions precedent contained in this Agreement are satisfied within the time period specified, or if no time period is specified, prior to or at Closing, Buyer, at its election, may, either (a) extend the date for Closing until such conditions are satisfied, but no longer than sixty (60) days beyond the original Closing Date, or (b) terminate this Agreement, or (c) waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed. Notwithstanding the foregoing, if the failure of a Buyer's condition to Closing is caused by a default by Seller, Buyer shall have the right to exercise Purchase Agreement 514-522 E. Vermont Ave. Page 15 of
the remedies set forth in this Agreement. If Buyer elects to proceed with the Closing, to the extent that Buyer has actual knowledge that any of Seller's representations or warranties are inaccurate or Seller is in breach of any of Seller's covenants and agreements at the time of the Closing, Buyer will be deemed to have waived in full such inaccuracy or breach.
B. Seller's Conditions Precedent. The following shall be conditions precedent to Seller's obligation to close, in addition to all other conditions precedent set forth in this Agreement. i. Buyer shall have timely delivered to Escrow Agent all of the items to be delivered by Buyer pursuant to Paragraph 8.A hereof.
ii. A s of the Closing, Buyer shall have timely performed all of the material obligations required by the terms of this Agreement to be performed by Buyer. iii. All representations and warranties made by Buyer to Seller in this Agreement shall be true and correct as of the Closing.
Unless all of Seller's conditions precedent contained in this Agreement are satisfied within the time period specified, or if no time period is specified, prior to or at Closing, Seller, at its election, may, either (a) extend the date for Closing until such conditions are satisfied, but no longer than sixty (60) days beyond the original Closing date, or (b) terminate this Agreement, or waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed. Notwithstanding the foregoing, if the failure of a Seller's condition to Closing is caused by a default by Buyer, Seller shall have the right to exercise any other remedies set forth in this Agreement.
12. SELLER'S REPRESENTATIONS. Seller represents and warrants to Buyer that as of the date hereof and as of the Closing:
A. The Leases provided to Buyer pursuant to Paragraph 5.A hereof is true and correct copies thereof and such Leases has not been amended or modified except as otherwise disclosed by Seller to Buyer. Seller is the "Lessor" under the Lease s. Seller has not received written notice of any uncured event of default with respect to the performance of any of its obligations under the Leases. There is no monetary or non- monetary default under the Leases by either the landlord or the tenants thereunder, nor, to the best of Seller's knowledge, has an event occurred which with the giving of notice or the passage of time or both would result in a default thereunder by either the landlord or the tenant thereunder. No valid claims or rights of offset exist with respect to the Leases.
No Leases commissions, Tenants inducement costs or other amounts are now payable to any person or entity under any agreement or understanding in connection with any Lease s or the renewal thereof, or any other options thereunder (provided, however, if a Leas e is renewed a commission may be due), nor does there exist any commission, compensation or other amount which may become payable to any broker or other agent under any agreement or understanding in connection with any Lease s or renewal thereof, or any options thereunder. All of the work (including all tenant improvements) to be constructed and installed by Seller, as the landlord, in the leased premises located on the portion of the Property owned by such Seller and pursuant to the Leases is complete and fully paid for and/or will be complete and fully paid for on or before the Closing or if not an appropriate credit will be given to Buyer at the time of Closing.
Notwithstanding the foregoing, as of the Closing only, Seller represents that the Lease s has been terminated.
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B. All of the Contracts are terminable without penalty upon not more than thirty (30) days' notice. There are no Contracts with any person or entity relating to the Property which must be assumed by Buyer (or which will be deemed assumed by the Buyer upon the Buyer becoming the owner of the Property), other than the Assumed Contracts. The Assumed Contracts, if any, are in full force and effect and constitute valid and enforceable agreements of Seller, free and clear of all liens, charges, encumbrances and adverse claims, and no event has occurred which with the giving of notice or the passage of time or both would result in a default thereunder. Seller has obtained, or on or before the Closing will have obtained, all requisite consents of third parties to the assignment to and assumption by Buyer of the Assumed Contracts.
C. To the best of Seller's knowledge and belief, there are no pending or threatened improvements, liens, or special assessments made or to be made against the Property by any governmental authority.
D. There are not any pending, or to Seller's actual knowledge threatened, lawsuit(s), investigations(s), inquiry(ies), actions(s) or other proceeding(s), including without limitation any condemnation proceeding, affecting the Property or the right to use and/or occupy it.
E. There are not any unsatisfied mechanics' or materialmen's lien(s), or any right to lien, affecting the Property or any portion thereof. In the event Seller receives any such notice prior to the Closing, Seller shall immediately notify Buyer and, if require d by the Title Company, will provide the Title Company with such indemnifications or security as it may reasonably require to insure title to the Property, with ALTA extended mechanic's lien coverage, at the Closing without exception for any unrecorded labor, materialmen's or mechanics' claim of lien.
F. This Agreement is, and all the documents executed by Seller which are to be delivered to Buyer at the Closing will be, duly authorized, executed, and delivered by Seller. The obligations contained in this Agreement, are and will be legal, valid, and bindi ng obligations of Seller enforceable against Seller in accordance with their respective terms. This Agreement does not, and will not, violate any provisions of any agreement to which Seller is a party or to which it is subject.
G. Seller has full power and authority to sell, convey and transfer the Property as provided for in this Agreement, all necessary actions required on the part of Seller to execute this Agreement and consummate the transaction contemplated hereby have been taken, or will be by Closing, the persons executing this Agreement on behalf of Seller have all requisite authority to execute this Agreement, and this Agreement is binding and enforceable against Seller.
H. To Seller's actual knowledge, the Property is not in violation of any Environmental Laws (as hereinafter defined) with respect to Hazardous Materials. Seller has not received any written notices that the Property is or may be in violation of any Environme ntal Law. Seller has disclosed to Buyer all information in Seller's possession or control relating to the Hazardous Materials currently existing at the Property or uncured violations of Environmental Laws concerning the Property. Seller has not received any information from neighboring property owners indicating they have any concerns about existing Hazardous Materials conditions or violations of Environmental Laws that could affect the Property or suggesting they might look to Seller for contribution t o clean up such condition. In the event Buyer discovers any Hazardous Materials conditions on the Property at any time prior to Closing, Buyer shall have the right to terminate this Agreement upon written notice thereof to Seller, and thereafter this Agreement shall Purchase Agreement 514-522 E. Vermont Ave. Page 17 of
be deemed void and neither party shall have any further rights or obligations hereunder (except pursuant to any provisions which by their express terms survive a termination of this Agreement).
For purposes of this Agreement, "Hazardous Materials" shall mean any pollutants, contaminants, hazardous or toxic substances, materials or wastes (including petroleum, petroleum by-products, radon, asbestos and asbestos containing materials, polychlorinated biphenyls (" PCBs"), PCB - containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms are used in any Environmental Laws (excluding solvents, cleaning fluids and other lawful substances used in the ordinary operation and maintenance of the Property, to the extent in closed containers) and "Environmental Laws" shall mean all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental or quasi-governmental body or agency having jurisdiction over Seller, the Property or any portion thereof and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect the Property or improvements located thereon, or any portion thereof, the use, ownership, occupancy or operation of the Property or the improvements, or any portion thereof, or any owner of the Property, and as same have been amended, modified or supplemented from time to time prior to the date of this Agreement, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), comparable state and local laws, and any and all rules and regulations which have become effective prior to the date of this Agreement under any and all of the aforementioned laws.
I. There are no options, rights of first refusal, purchase agreements, management, employment, service, equipment, supply, maintenance, water, sewer or other utility agreements, agreements with municipalities (including improvement or development escrows or bonds) or other agreements, oral or written, with respect to or affecting the Property or any portion thereof, which are or will be binding upon Buyer, or which will burden the Property after Closing, except as set forth in the Title Report. Seller will not enter into or amend any agreements or contracts prior to the Closing without the prior written consent of Buyer.
J. Seller has not received any notice requiring any work, repairs, construction, alterations or installations on or in connection with the Property, or asserting any violation of any federal, state, county or municipal laws, ordinances, codes, orders, regulations or requirements affecting any portion of the Property, including, without limitation, the Americans with Disabilities Act, any similar State of California Disability Act, any applicable environmental laws or regulations, or any agreements of record. Seller has not received any notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and Seller will promptly notify Buyer of and comply with any such notice or requirem ent at Seller's cost if such notice is received prior to Closing.
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K. Except as set forth in the Title Report, Seller has no actual knowledge of any bonds affecting the Property.
L. Seller has no actual knowledge of any material error or omission contained in the Seller Deliverables.
M. To Seller's actual knowledge, the Property is not in violation of any applicable law, code, ordinance, rule or regulation, or agreement of record.
N. To the best of Seller's knowledge, no representation, statement or warranty by Seller contained in this Agreement or in any exhibit attached hereto contains or will contain any untrue statements or omits, or will omit, a material fact necessary to make the statement of fact therein recited not misleading. If, after Seller's execution hereof, any event occurs or condition exists of which Seller becomes aware as owner of the Property, which renders any of the representations contained herein untrue or misleading, Seller shall promptly notify Buyer in writing.
Each of the representations and warranties of Seller contained herein shall survive until the first anniversary of the Closing.
13. BUYER'S REPRESENTATIONS. Buyer represents and warrants to Seller that as of the date hereof and as of the Closing:
A. Buyer is a California municipal corporation and charter city validly existing under the laws of the State of California. Buyer has all requisite power and authority to execute and deliver this Agreement and the ancillary documents to which Buyer is a party , and to perform its obligations hereunder and thereunder and to effect the transactions contemplated hereby and thereby. All requisite action has been taken to authorize and approve the execution, delivery and performance by Buyer of this Agreement and the documents to which Buyer is a party.
B. The execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, will not: (a) violate any provision of Buyer's organization documents; (b) violate, conflict with or result in a breach of or default under any term or provision of any contract or agreement to which Buyer is a party or by or to which Buyer or any of its assets or properties are or may be bound or subject; or (c) violate any order, judgment, injunction, award or decree of any court or arbitration body, or any governmental, administrative or regulatory authority, or any other body, by or to which Buyer is or may be bound or subject.
Each of the representations and warranties of Buyer contained herein shall survive until the first anniversary of the Closing.
14. I.R.S. FORM "W -9". It is further understood and agreed by Seller that closing of this escrow is subject to and contingent upon Seller executing an Internal Revenue Service Form "W- 9" and/or 1099 and any other closing or escrow documents reasonably required by the Title Company, and depositing same into Escrow.
15. NOTICE OF TAX WITHHOLDING REQUIREMENTS . It is further understood and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing a "Transferor's Affidavit of Non-Foreign Status" and California Form 593-C (Individual Sellers) or 593-W (Real Estate Withholding Exemption Certificate and Waiver Request for Non- Individual Sellers) and depositing a copy of same into escrow.
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16. CASUALTY. Until Closing, the risk of loss or damage to the Property or any portions thereof by fire, casualty, or any other cause, is assumed by Seller. If such loss or damage shall occur and the reasonably estimated cost to repair same does not exceed Ten Thousan d Dollars ($10,000), then the Seller, at its sole cost and expense, shall immediately and with due diligence repair such damage and the Closing shall be postponed until the Property is repaired to its conditioned prior to the damage. If such loss or damage shall occur and the estimated cost to repair exceeds Ten Thousand Dollars ($10,000), Buyer shall have the option to terminate this Agreement unless Seller agrees at its option to repair such damage in which case the Closing shall be postponed until such repairs are complete.
17. CONDEMNATION. If before the Closing any condemnation proceedings are instituted, notice of any condemnation or intent to condemn is given, or to Seller's knowledge any condemnation is threatened concerning the Property (a "Condemnation"), Seller shall immediately give Buyer written notice of the Condemnation, and Buyer will have ten (10) days after receipt of Seller's notice to provide notice to Seller terminating this Agreement. If Buyer fails to timely terminate this Agreement under t he preceding sentence, Buyer will waive any right to terminate this Agreement based on the subject Condemnation and Buyer will be entitled to the entire award relating to the Condemnation.
18. SALE AS-IS. Except for Seller's express written representations and warranties contained in this Agreement and any disclosures required to be made by Seller under this Agreement, the Property is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." It is specifically understood that Buyer, as of the Closing, will have conducted its own due diligence to satisfy itself with respect to the condition of title of the Property, the physical and environmental condition of the Property, the current and future entitlements to the Property, as well as all other conditions of the Property. Except for Seller's express representations and warranties set forth in this Agreement and any disclosures required to be made by Seller under this Agreement, Seller will not be responsible or liable to Buyer for any defects, errors, or omissions relating to the Property or any conditions affecting the Property.
As of the Closing, Buyer hereby fully releases and forever discharges Seller, and Seller's managers, members, owners, directors, officers, shareholders, partners, employees, agents, contractors, consultants, attorneys, representatives, affiliates, predecessors, heirs, successors, and assigns (collectively, "Seller's Released Parties ") from and against any and all claims, causes of action, costs, expenses, liabilities, losses, damages, injunctions, lawsuits, arbitrations, proceedings, actions, fines, penalties, judgments, demands, and fees (including attorney's fees) of every kind or nature, whether known or unknown, fixed or contingent (collectively, the " Claims"), that Buyer has or may have against any of Seller's Released Parties arising out of or relating to the Property, except for Claims arising out of or related to (i) Seller's obligations set forth in this Agreement and the documents set forth in the exhibits to this Agreement which are signed by Seller, and (ii) Seller's express written representation s and warranties contained in this Agreement and any disclosures required to be made by Seller under this Agreement. Except for Claims arising out of or related to subpart (i) and (ii) herein, Buyer hereby waives any and all rights under California Civil C ode Section 1542 and all similar laws and statutes in any other jurisdiction. Section 1542 states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OF OR SUSPECT TO EXIST IN HIS OR HER
FA VOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN Purchase Agreement 514-522 E. Vermont Ave. Page 20 of
BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
The provisions of this Paragraph 18 will survive the Closing.
19. AUTHORITY. This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of Buyer and Seller. The parties upon whose benefit the signature appears below warrant, each to the other, that the person whose signature appears below has the legal authority to bind the party on whose behalf the signature appears to the terms of this Agreement, and that by doing so, such party is not in breach of any other contract or agreement that would affec t or impair the ability of said party to perform its obligations under this Agreement.
20. ENTIRE AGREEMENT. This Agreement contains all the terms, promises, covenants, conditions and representations made or entered into by or between Seller and Buyer relative to the disposition and acquisition of the Property. This Agreement may not be modified or amended unless such amendment is set forth in writing and executed by both Seller and Buyer.
21. SEVERABILITY. The provisions of this Agreement are severable, and if any portion is held invalid or otherwise unenforceable, the parties intend that all other provisions shall remain in full force and effect.
22. ATTORNEYS' FEES. In the event of any controversy, claim or dispute relating to this instrument or any breach thereof, the prevailing party shall be entitled to recover its reasonable attorney(s) fees, costs and expenses (as actually incurred), whether or not the matter is prosecuted to final judgment, including those on appeal. Attorney(s) fees shall include all costs, expert witness fees, and all other reasonable expenses.
23. REMEDIES FOR DEFAULT.
A. Buyer's Default. Buyer shall be deemed to be in default under this Agreement if after the expiration of the Due Diligence Period or the Extended Due Diligence Period, as the case may be, Buyer fails, for any reason other than Seller's default under this Agreement or the failure of a condition precedent to Buyer's obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a m aterial breach shall have occurred of any representation or warranty (made by Buyer) by reason of Buyer's actual fraud or intentional misrepresentation; provided, however, that no such default shall be deemed to have occurred unless and until Seller has given Buyer written notice of the default, describing the nature of the default, and Buyer has failed to cure such default within five (5) business days after the receipt of such notice (but in any event before the Closing Date, unless such default occurs after Closing).
B. Remedies for Buyer's Default . If Buyer defaults in its obligations under this agreement to close the escrow and acquire the property from Seller on the closing date through no fault of Seller, then Seller, as its sole and exclusive remedy, shall retain the Initial Deposit as liquidated damages. Buyer and Seller agree that it would be impractical or extremely difficult to fix the actual damages suffered by Seller because of such default, that the total amount of the Initial Deposit, the Extension Deposit, and any interest earned thereon shall constitute a reasonable estimate and agreed stipulation of damages in the event of such default by Buyer and that Seller shall have no other right or cause of action against Buyer for damages or otherwise arising from Purchase Agreement 514-522 E. Vermont Ave. Page 21 of
said default. If, after the Closing Date, Seller determines that Buyer has breached any material representation or warranty set forth in this Agreement, then Seller shall have the right to bring an action for actual damages against Buyer.
C. Seller's Default. Seller shall be deemed to be in default under this Agreement if Seller fails, for any reason other than Buyer's default under this Agreement or the failure of a condition precedent to Seller's obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty (made by Seller ); provided, however, that no such default shall be deemed to have occurred unless and until Buyer has given Seller written notice of the default, describing its nature, and Seller has failed to cure such default within five (5) business days after receipt of such notice (but in any event before the Closing Date, unless such default occurs after Closing).
D. Remedies for Seller's Default . If Seller defaults in its obligations under this Agreement to sell the Property to Buyer on the Closing Date through no fault of Buyer, then Buyer at its option may either (i) have the right to specific performance of this Agreement and all of its general and special damages, or (ii) receive an immediate return of the Initial Deposit and any Extension Deposit, together with interest thereon. If, after the Closing Date, Buyer determines that Seller has breached any material representation or warranty set forth in this Agreement, then Buyer shall have the right to bring an action for general and special damages against Seller. A termination of this Agreement due to the inaccuracy of any of Seller's representations or warranties under this Agreement will not be a default by Seller if the representation or warranty was true as of the date of this Agreement but subsequently became untrue for reasons other than Seller's gross negligence or willful misconduct.
E. Remedy for Seller's Default for Failure to Remove Inventory From Building.
Notwithstanding any provision to the contrary, in the event that Seller fails to remove Seller's (inclusive of any tenant’s inventory) inventory from the Building upon the Close of Escrow, then Buyer shall be entitled to payment of liquidated damages of $10,000 for the first seven days that Seller fails to remove Seller's inventory, $20,000 for the next seven days that Seller fails to remove Seller's inventory, $30,000 for the next seven days that Seller fails to remove Seller's inventory, and $40,000 for the next seven days and for each seven day period thereafter. Buyer and Seller agree that it would be impractical or extremely difficult to fix the actual damages suffered by Buyer because of the failure to remove Seller's inventory, and that the total amount of the damages as described herein shall constitute a reasonable estimate and agreed stipulation of damages in the event of such default by Seller and that Buyer shall have no other right or cause of action against Seller for damages or otherwise arising from said default.
24. SUCCESSORS. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto.
25. NOTICES. All written notices or demands of any kind which either party hereto may be required or may desire to serve on the other in connection with this Agreement shall be served by personal service, by registered or certified mail, or recognized overnight couri er service and will be considered given upon delivery (or upon attempted delivery if delivery is refused). Any such notice or demand so to be served by registered or certified mail, recognized overnight courier Purchase Agreement 514-522 E. Vermont Ave. Page 22 of
service or electronic mail transmission shall be delivered with all applicable delivery charges thereon fully prepaid and, if the party so to be served be Buyer, addressed to Buyer as follows:
City of Anaheim
Attention: Rudy Emami, Director
Public Works Department 200 S. Anaheim Blvd., Suite 276 Anaheim, CA 92805
Telephone No: 714-765-5176
Email: [email protected]
w
ith copies thereof to: City of Anahiem
Attenion: City Clerk
200 S. Anaheim Blvd, 2nd Floor
Anaheim, CA 92805
a
nd, if the party so to be served be Seller, addressed to Seller as follows:
Anaheim East Vermont LLC
Attention: Paul Vazin
[Insert Address]
[Insert Address]
Telephone No.: [Insert Address]
Email: [email protected]
w
ith copies thereof to: Jones Lang LaSalle Americas, Inc.
Attention: Zachary Niles
17877 V on Karman Ave., Suite 500, CA 92805
Telephone No.: 949-885-2922
Email: [email protected]
Purchase Agreement 514-522 E. Vermont Ave. Page 23 of
Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address to which or a different person to whose attention all such notices or demands are thereafter to be addressed. Notices delivered by a party's attorney on behalf of a party will have the same force, validity, and effect as notices delivered by a party.
26. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles.
27. COUNTERPARTS. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
28. EXHIBITS INCORPORATED BY REFERENCE. All Exhibits attached to this Agreement are incorporated in this Agreement by this reference.
29. HEADINGS: CONSTRUCTION. The various headings of this Agreement are included for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural and the masculine shall include the feminine and the neuter and vice versa. The use in this Agreement of the term "including" and related terms such as "include" shall in all cases mean "without limitation" is for purposes of example or illustration, and not for purposes of restriction or limitation. All references to "days" in this Agreement shall be construed to mean calendar days unless otherwise expressly provided and all references to "business days" shall be construed to mean days unless other than a Saturday, Sunday or legal holiday for national banks in California.
30. NO THIRD PARTY BENEFICIARIES . This Agreement is for the sole and exclusive benefit of the parties hereto and their respective permitted successors and assigns, and no third party is intended to, or shall have, any rights hereunder; except for the provisions in favor of Seller's Released Parties.
31. JOINT PRODUCT OF PARTIES. This Agreement is the result of arms-length negotiations between Seller and Buyer and their respective attorneys or agents, if any. Accordingly, neither party shall be deemed to be the author of this Agreement and this Agreement shall not be construed against either party.
32. CALCULATION OF TIME PERIODS . Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included at, unless such last day is a Saturday, Sunday or legal holiday for national banks in California, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. Unless otherwise expressly provided herein, the last day of any period of time described herein shall be deemed to end at 5:00 p.m., California time.
33. NO PERSONAL LIABILITY . Notwithstanding anything stated to the contrary herein, Seller's liability under this Agreement shall be limited to Seller's interest in the Property and Seller's constituent partners, members, managers, directors, officers, employees or agents shall not have any personal liability hereunder to Buyer or its successor or assigns. Notwithstanding anything stated to the contrary herein, Buyer's liability under this Agreement shall be limited to the Buyer set forth herein and none of Buyer's officials, employees or agents shall have any Purchase Agreement 514-522 E. Vermont Ave. Page 24 of
personal liability hereunder to Seller or its constituent partners, members, managers, directors, officers, employees or agents.
34. SECTION 1031 EXCHANGE. Seller may consummate the sale of the Real Property as part of a so -called like kind exchange (the " Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the " Code"), provided that: (i) the Closing shall not be delayed or effected by reason of the Exchange beyond the Outside Closing Date, nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to any obligations under this Agreement, (ii) the Exchange shall be effected through a qualified intermediary, and Buyer shall not be required to take an assignment of this Agreement or hold title to any real property for purposes of effecting the Exchange, and (iii) the party making the Exchange shall pay any additional costs that would not otherwise have been incurred by the other had the Exchange not been made. The terms of this Paragraph shall not affect or diminish the rights of either party hereto, and Buyer shall not be deemed to have warranted that the Exchange complies with Section 1031 of the Code. Notwithstanding the foregoing, Buyer shall reasonably cooperate with Seller and shall take such steps and execute such documents as consummation of a Section 1031 exchange may reasonably require.
35. EFFECTIVE DATE OF THIS AGREEMENT . This Agreement shall take effect immediately upon the approval and execution of this Agreement by the Director of Public Works of the City of Anaheim (the "Effective Date").
[Remainder of page intentionally left blank; signatures appear on next page.] Purchase Agreement 514-522 E. Vermont Ave. Page 25 of
I
N WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth below.
SELLER:
ANAHE
IM EAST VERMONT, LLC,
a California limited liability company
Date:_________________________ By:___________________________ Name: ________________________
Its: ___________________________
[Si
gnatures continue on next page.]
Purchase Agreement 514-522 E. Vermont Ave. Page 26 of
[Signatures continued from previous page.]
BUYER:
C
ITY OF ANAHEIM, a California municipal
corporation and charter city
D
ate: By:
Effective Date Rudy Emami
Director of Public Works
A
TTEST:
O
FFICE OF THE CITY CLERK
B
y:
T heresa Bass, City Clerk
AP
PROVED AS TO FORM:
O
FFICE OF THE CITY ATTORNEY
B
y:
Bryn Morley
EXHIBIT “
A”
LEGAL DESCRIPTION
The real property referred to herein is situated in the City of Anaheim, County of Orange, State of California, and is described as follows:
PARCEL A:
PARCEL 2 OF PARCEL MAP NO. 96-151, AS SHOWN ON A MAP FILED IN BOOK 308, PAGES 21 AND 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM AN UNDIVIDED ONE-HA LF INTEREST IN AND TO ALL OIL,
GAS, MINERAL OR HYDROCARBON SUBSTANCES , AS RESERVED IN THE DEED FROM F. H. BETTS AND WIFE, TO C. J. MAUERHAN RECORDED SEPTEMBER 18, 1946 IN BOOK 1457, PAGE 137 OF OFFICIAL RECORDS.
PARCEL B:
AN APPURTENANT, NON-EXCLUSIVE EASEME NT FOR VEHICULAR AND PEDESTRIAN INGRESS, EGRESS AND PARKING PURPOSES , OVER THE COMMON AREA OF PARCEL 1 OF PARCEL MAP NO. 96-151, AS SHOWN ON A MAP FILED IN BOOK 308, PAGES 21 AND 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE
COUNTY, CALIFORNIA, AS SAID EASEMENT IS SET FORTH AND COMMON AREA IS
DEFINED IN THAT CERTAIN RECIPROCAL EASEMENT AND OPERATION AGREEMENT RE-RECORDED JULY 15, 1999 AS INSTRUME NT NO. 19990521501 OF O FFICIAL RECORDS OF SAID ORANGE COUNTY.
Purchase Agreement 514-522 E. Vermont Ave. Page 28 of
EXHIBIT B
FORM OF GRANT DEED
Recording Requested by:
City Clerk of the City of Anaheim
WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF ANAHEIM
P.O. Box 3222
Anaheim, California 92803
EXEMPT FROM RECORDING FEE -
GOVER
NMENT AGENCY
(Government Code §§6103 & 27383)
By:
City Clerk, City of Anaheim
SPACE ABOVE THIS LINE FOR RECORDER’S USEAPN: 234-121-25 DOCUMENTARY TRANSFER TAX $0.00 – R&T 11922* City Deed # ___________ *Conveyance is an exempt governmental entity or political subdivision Computed on Full Value of Property
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledg ed, ANAHEIM EAST
VERMONT, LLC, a California limited liability compa ny(“Grantor”) does hereby GRANT to the CITY OF ANAHEIM, a municipal corporation (“Gr antee), the real proper ty situated in the City of Anaheim, County of Orange, State of California, described as follows:
See Exhibits “A” attached hereto and incorporated by reference herein.
ANAHEIM EAST VERMONT, LLC
a California Limited Company
Date: __________ Name: _________________________
By: _________________________
Its: _________________________
EXHIBIT “A”
LEGAL DESCRIPTION
The real property referred to herein is situated in the City of Anaheim, County of Orange, State of California, and is described as follows:
PARCEL A:
PARCEL 2 OF PARCEL MAP NO. 96-151, AS SHOWN ON A MAP FILED IN BOOK 308, PAGES 21 AND 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM AN UNDIVIDED ONE-HA LF INTEREST IN AND TO ALL OIL,
GAS, MINERAL OR HYDROCARBON SUBSTANCES , AS RESERVED IN THE DEED FROM F. H. BETTS AND WIFE, TO C. J. MAUERHAN RECORDED SEPTEMBER 18, 1946 IN BOOK 1457, PAGE 137 OF OFFICIAL RECORDS.
PARCEL B:
AN APPURTENANT, NON-EXCLUSIVE EASEME NT FOR VEHICULAR AND PEDESTRIAN INGRESS, EGRESS AND PARKING PURPOSES , OVER THE COMMON AREA OF PARCEL 1 OF PARCEL MAP NO. 96-151, AS SHOWN ON A MAP FILED IN BOOK 308, PAGES 21 AND 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE
COUNTY, CALIFORNIA, AS SAID EASEME NT IS SET FORTH AND COMMON AREA IS
DEFINED IN THAT CERTAIN RECIPROCAL EASEMENT AND OPERATION AGREEMENT RE-RECORDED JULY 15, 1999 AS INSTRUME NT NO. 19990521501 OF O FFICIAL RECORDS OF SAID ORANGE COUNTY.
CERTIFICATE OF ACCEPTANCE OF AN INTEREST IN REAL PROPERTY
BY THE CITY OF ANAHEIM
(California Government Code §27281)
This is to certify that the interest in real property conveyed by the foregoing GRANT DEED dated ____________ from ANAHEIM EAST VERMONT, LLC, a California limited liability company (_____________, as____________), is hereby accepted by the Anaheim City, and the grantee consent to recordation thereof by its du;y authorized officer, namely the Director of Public Works.
Accepted by and on behalf of the City of Anaheim
Dated: BY:
Rudy Emami
Director of Public Works
City Deed No. [CITY DEED NO]
ATTEST:
BY:
Theresa Bass, CMC
City Clerk
City of Anaheim, CA
(Seal) Dated:
EXHIBIT C
BILL OF SALE
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, ANAHEIM EAST VERMONT, LLC, a California limited liability company (hereinafter called "Seller"), does hereby give, grant, bargain, sell, transfer and deliver unto CITY OF ANAHEIM, a California municipal corporation and charter city ("Buyer"), pursuant to that certain Agreement for Sale of Property and Joint Escrow Instructions dated as of [ ], 2025 (the "Agreement”), all of Seller's right, title and interest in and to that certain personal property listed on the attached Schedule "1" (the "Personal Property") owned by Seller and located on and used in connection with the ownership and/or operation of the real property more particularly described on Schedule "2" attached hereto ("Real Property"), which Real Property is being conveyed to Buyer on or about of even date herewith. The Personal Property is hereby acquired by Buyer "AS-IS" without any representation or warranty of any kind or nature of Seller, express, implied or statutory, as to the nature of or title to the Personal Property or its fitn ess for Buyer's intended use of same.
EXECUTED as of ____________ ___, 2025.
S
ELLER:
ANAHE
IM EAST VERMONT, LLC,
a California limited liability company
D
ate: By:
D
ate: By:
[
SIGNATURES CONTINUE ON FOLLOWING PAGE]
BUYER:
CITY OF ANAHEIM, a California municipal
corporation and charter city
By:
Rudy Emami
Director of Public Works
ATTEST:
OFFICE OF THE CITY CLERK
By:
Theresa Bass, City Clerk
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
Bryn Morley
Schedule 1
Schedule of Personal Property
[to be inserted]
SCHEDULE 2
EXHIBIT “A”
LEGAL DESCRIPTION
The real property referred to herein is situated in the City of Anaheim, County of Orange, State of California, and is described as follows:
PARCEL A:
PARCEL 2 OF PARCEL MAP NO. 9 6-151, AS SHOWN ON A MAP FILED IN BOOK 308, PAGES 21 AND 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY R ECORDER OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL,
GAS, MINERAL OR HYDROCARBON SUBSTANCES, AS RESERVED IN THE DEED FROM F. H. BETTS AND WIFE, TO C. J. MAUERHAN RECORDED SEPTEMBER 18, 1946 IN BOOK 1457, PAGE 137 OF OFFICIAL RECORDS.
PARCEL B:
AN APPURTENANT, NON-EXCLUSIVE EASEMENT FOR VEHICULAR AND PEDESTRIAN INGRESS, EGRESS AND PARKING PURPOSES, OVER THE COMMON AREA OF PARCEL 1 OF PARCEL MAP NO. 96-151, AS SHOWN ON A MAP FILED IN BOOK 308, PAGES 21 AND 2 2 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE
COUNTY, CALIFORNIA, AS SAI D EASEMENT IS SET FORTH AND COMMON AREA IS
DEFINED IN THAT CERTAIN RECIPR OCAL EASEMENT AND OPERATION AGREEMENT RE-RECORDED JULY 15, 1999 AS INSTRUMEN T NO. 19990521501 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY.
EXHIBIT D
TERMINATION OF OCCUPANCY/WAIVER OF RELOCATION BENEFITS
The undersigned, on behalf of Delta Refrigeration Corporation. (“Tenant”) hereby:
1. releases and quitclaims any and all interests arising from that certain Lease dated [__________] as amended, or otherwise relating to that certain premises located on that certain real property owned by the Anaheim East Vermont LLC, a California limited liability company (the “Owner”), which is legally described on Exhibit A attached hereto and incorporated herein (the “Real Property”); and
2. agrees to waive and release any claims, demands, causes of action, whether known or unknown, fixed or contingent, against the City of Anaheim, a municipal corporation and charter city (herein referred to as the “City”), and its respective officers, empl oyees, representatives, successors and assigns for compensation in relation to the Premises for relocation benefits or assistance pursuant to the Relocation Assistance Act (California Government Code Section 7260 et seq.), the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (41 U.S.C. Section 4601 et seq.), the Community Redevelopment Law (California Health and Safety Code Section 33000 et seq.), and any similar or analogous federal, state or local enactment, regulation or practice promulgated pursuant thereto, or for the value of Tenant’s interest and related compensation arising out of or related to the expiration or earlier termination by Owner of the Lease or other right to occupancy. This waiver and release shall includ e, without limitation, any and all claims in relation to the Premises or Owner for loss of goodwill, severance damages, improvements pertaining to realty, attorneys’ fees, interest, court costs and any other basis associated with such termination of the Le ase. Tenant hereby represents that Tenant has been advised by counsel of Tenant’s choosing of Tenant’s rights related to the foregoing, and hereby fully and forever waives, releases and disclaims any and all claims, demands, rights and causes of action (in cluding, without limitation, consequential and incidental damages) against, and covenants not to sue, City, or its respective officers, employees, representatives, successors and assigns under any laws, including, without limitation, any and all claims for relocation benefits or assistance or any compensation based upon loss of goodwill, severance damages, improvements pertaining to realty, attorneys’ fees, interest, court costs or otherwise. Tenant makes such release with full knowledge of Civil Code Sect ion 1542 and hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil Code provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FA VOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
[Remainder of page intentionally left blank; signatures on next page.]
TENANT:
Delta Refrigeration Corporation,
a California corporation
Date: By:
Date: By:
EXHIBIT “A”
LEGAL DESCRIPTION
The real property referred to herein is situated in the City of Anaheim, County of Orange, State of California, and is described as follows:
PARCEL A:
PARCEL 2 OF PARCEL MAP NO. 96-151, AS SHOWN ON A MAP FILED IN BOOK 308, PAGES 21 AND 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM AN UNDIVIDED ONE-HA LF INTEREST IN AND TO ALL OIL,
GAS, MINERAL OR HYDROCARBON SUBSTANCES , AS RESERVED IN THE DEED FROM F. H. BETTS AND WIFE, TO C. J. MAUERHAN RECORDED SEPTEMBER 18, 1946 IN BOOK 1457, PAGE 137 OF OFFICIAL RECORDS.
PARCEL B:
AN APPURTENANT, NON-EXCLUSIVE EASEME NT FOR VEHICULAR AND PEDESTRIAN INGRESS, EGRESS AND PARKING PURPOSES , OVER THE COMMON AREA OF PARCEL 1 OF PARCEL MAP NO. 96-151, AS SHOWN ON A MAP FILED IN BOOK 308, PAGES 21 AND 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE
COUNTY, CALIFORNIA, AS SAID EASEME NT IS SET FORTH AND COMMON AREA IS
DEFINED IN THAT CERTAIN RECIPROCAL EASEMENT AND OPERATION AGREEMENT RE-RECORDED JULY 15, 1999 AS INSTRUME NT NO. 19990521501 OF O FFICIAL RECORDS OF SAID ORANGE COUNTY.
EXHIBIT D
TERMINATION OF OCCUPANCY/WAIVER OF RELOCATION BENEFITS
The undersigned, on behalf of Grand A International Co., (“Tenant”) hereby:
1. releases and quitclaims any and all interests arising from that certain Lease dated [__________] as amended, or otherwise relating to that certain premises located on that certain real property owned by the Anaheim East Vermont LLC, a California limited liability company (the “Owner”), which is legally described on Exhibit A attached hereto and incorporated herein (the “Real Property”); and
2. agrees to waive and release any claims, demands, causes of action, whether known or unknown, fixed or contingent, against the City of Anaheim, a municipal corporation and charter city (herein referred to as the “City”), and its respective officers, empl oyees, representatives, successors and assigns for compensation in relation to the Premises for relocation benefits or assistance pursuant to the Relocation Assistance Act (California Government Code Section 7260 et seq.), the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (41 U.S.C. Section 4601 et seq.), the Community Redevelopment Law (California Health and Safety Code Section 33000 et seq.), and any similar or analogous federal, state or local enactment, regulation or practice promulgated pursuant thereto, or for the value of Tenant’s interest and related compensation arising out of or related to the expiration or earlier termination by Owner of the Lease or other right to occupancy. This waiver and release shall includ e, without limitation, any and all claims in relation to the Premises or Owner for loss of goodwill, severance damages, improvements pertaining to realty, attorneys’ fees, interest, court costs and any other basis associated with such termination of the Le ase. Tenant hereby represents that Tenant has been advised by counsel of Tenant’s choosing of Tenant’s rights related to the foregoing, and hereby fully and forever waives, releases and disclaims any and all claims, demands, rights and causes of action (in cluding, without limitation, consequential and incidental damages) against, and covenants not to sue, City, or its respective officers, employees, representatives, successors and assigns under any laws, including, without limitation, any and all claims for relocation benefits or assistance or any compensation based upon loss of goodwill, severance damages, improvements pertaining to realty, attorneys’ fees, interest, court costs or otherwise. Tenant makes such release with full knowledge of Civil Code Sect ion 1542 and hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil Code provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FA VOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
[Remainder of page intentionally left blank; signatures on next page.]
TENANT:
Grand A International Co.,
a California corporation
Date: By:
Date: By:
EXHIBIT “A”
LEGAL DESCRIPTION
The real property referred to herein is situated in the City of Anaheim, County of Orange, State of California, and is described as follows:
PARCEL A:
PARCEL 2 OF PARCEL MAP NO. 96-151, AS SHOWN ON A MAP FILED IN BOOK 308, PAGES 21 AND 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM AN UNDIVIDED ONE-HA LF INTEREST IN AND TO ALL OIL,
GAS, MINERAL OR HYDROCARBON SUBSTANCES , AS RESERVED IN THE DEED FROM F. H. BETTS AND WIFE, TO C. J. MAUERHAN RECORDED SEPTEMBER 18, 1946 IN BOOK 1457, PAGE 137 OF OFFICIAL RECORDS.
PARCEL B:
AN APPURTENANT, NON-EXCLUSIVE EASEME NT FOR VEHICULAR AND PEDESTRIAN INGRESS, EGRESS AND PARKING PURPOSES , OVER THE COMMON AREA OF PARCEL 1 OF PARCEL MAP NO. 96-151, AS SHOWN ON A MAP FILED IN BOOK 308, PAGES 21 AND 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE
COUNTY, CALIFORNIA, AS SAID EASEME NT IS SET FORTH AND COMMON AREA IS
DEFINED IN THAT CERTAIN RECIPROCAL EASEMENT AND OPERATION AGREEMENT RE-RECORDED JULY 15, 1999 AS INSTRUME NT NO. 19990521501 OF O FFICIAL RECORDS OF SAID ORANGE COUNTY.
EXHIBIT E
FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS
This ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this "Assignment ") is executed as of the ___ day of ______________, 2025 ("Assignment Date"), by and between Anaheim East Vermont, LLC, a California limited liability company ("Assignor"), and CITY OF ANAHEIM, a California municipal corporation and charter city ("Assignee").
R E C I T A L S :
A. Assignor and Assignee are parties to that certain Agreement for Sale of Property and Joint Escrow Instructions dated as of [ ] (the "Agreement”),pursuant to which Assignor agreed to sell to Assignee, and Assignee agreed to purchase from Assignor the Property.
Capitalized terms used herein and not separately defined shall have the same definitions as set forth in the
Agreement.
B. Assignee has acquired fee title to the Real Property from Assignor on the Assignment Date. Assignor now desires to assign and transfer to Assignee all of Assignor's rights and interests in and to all warranties and guarantees provided to Assignor by vendors and/or contractors with respect to the real and personal property described in Schedule 1 hereto (collectively, the "Contracts").
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignment and Assumption. Effective as of the Assignment Date, Assignor hereby grants, transfers, conveys, assigns and delegates to Assignee all of its rights and interests of Assignor in, to and under the Contracts that are set forth in Attachment No. 1 attached hereto and made a part hereof; provided, however, such assignment, transfer and sale shall not include any rights or claims arising prior to the Assignment Date which Assignor may have against any party to the Contracts.
2. No Warranties. Assignor is transferring each of the Contracts to Assignee (to the extent the terms of any of the Contracts do not limit or restrict such right) without any warranty of any kind or nature. This Assignment shall not be construed as a representation or warranty by Assignor as to the transferability or enforceability of the Contracts, and Assignor shall have no liability to Assignee in the event that any or all of the Contracts (a) are not transferable to Assignee or (b) are canceled or terminated by reason of this Assignment or any acts of Assignee.
Notwithstanding any provisions of this Assignment to contrary effect, Assignor is released and exonerated from any duties, liabilities or obligations with respect to the Contracts which arose prior to the transfer of such Contracts.
3. Dispute Costs. In the event of any dispute between Assignor and Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party's costs and expenses of such dispute, including, without limitation, reasonable attorneys' fees and costs. Any such attorneys' fees and other expenses incurred by either party in enforcing a judgment in its favor under this Assignment shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorneys' fees obligation is intended to be severable from the other provisions of this Assignment and to survive and not be merged into any such judgment.
4. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall, taken together, be deemed one document.
5. Survival. This Assignment and the provisions hereof shall inure to the benefit of and be binding upon the parties to this Assignment and their respective successors, heirs and permitted assigns.
6. No Third Party Beneficiaries . Except as otherwise expressly set forth herein, Assignor and Assignee do not intend, and this Assignment shall not be construed, to create a third- party beneficiary status or interest in, nor give any third- party beneficiary rights or remedies to, any other person or entity not a party to this Assignment.
7. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. [SIGNATURES CONTINUE ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties Assignor and Assignee have duly executed this Assignment as of the day and year first above written.
ASSIGNEE:
CITY OF ANAHEIM,
a California municipal corporation and charter
city
By:
Rudy Emami
Director of Public Works
ATTEST:
OFFICE OF THE CITY CLERK
By:
Theresa Bass, City Clerk
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
Bryn Morley
ASSIGNOR:
Anaheim East Vermont, LLC,
a California limited liability company
Date: By:
SCHEDULE 1
SCHEDULE OF CONTRACTS
[To be inserted]