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•~. ?.' SM CIVIC CENTER • 18125 BLOOMFIELD AVENUE 1111
P.O. BOX 3130 • CERRITOS. CALIFORNIA 90703-3130 «>
TO:
FROM:
INITIATED BY:
DATE:
SUBJECT:
BACKGROUND
PHONE: (562) 860-0311 • CERRITOS.GOV 2008
AGENDA REPORT
Honorable Mayor and Members of the City Council
Robert A. Lopez, City Manager \)i\\,, ..-.O +r.
Kristin Aguila, Assistant City Manage~~.: 0 ,
Sabrina Chan, Director of CommunityD~ment *-for SC
Kiana Miranda, Economic Development Manager
August 24, 2026 AUTHORIZATION OF A REQUEST FOR THE CITY OF CERRITOS TO ACQUIRE REAL PROPERTY LOCATED AT 16S50 BLOOMFIELD AVENUE, CERRITOS, CALIFORNIA, 90703, THROUGH A PROPERTY
TRANSFER AGREEMENT WITH ALLIANCE OF SCHOOLS FOR
COOPERATIVE INSURANCE PROGRAMS (ASCIP), AND
AUTHORIZATION FOR A RELATED AMENDMENT TO THE CERRITOS
TOWNE CENTER GROUND LEASE FOR CITY-OWNED PROPERTY
LOCATED AT 12610 PARK PLAZA DRIVE, CERRITOS, CALIFORNIA, 90703. THE PROPERTY PROPOSED FOR PURCHASE IS ZONED
AREA DEVELOPMENT PLAN ONE {ADP-1) AND LOCATED IN THE
CITY'S INDUSTRIAL PARK (APN 7010-016-904).
The City of Cerritos has established economic development goals to strengthen the local economy, maintain a strong commercial and office environment, and maximize the value of City-owned property assets. City of Cerritos Strategic Plan Goal #4 - Strengthen Economic Development is intended to continue driving economic growth. Objective 4.5 of the Strategic Plan further identifies the importance of ensuring that City-owned properties are leased at their highest and best use to maximize return on investment and leverage opportunities to strengthen partnerships with lessees toward mutual gain.
The property owner and former occupant of the existing office buildings located at 16550 Bloomfield Avenue, Cerritos, California, 90703 ("Subject Property"), Alliance of Schools for Cooperative Insurance Programs ("ASCIP"), recently relocated its operations to City-owned property located within the Cerritos Towne Center at 12610 Park Plaza Drive, Cerritos, California, 90703 ("Park Plaza Property") due to its expanding operational needs. ASCIP acquired its leasehold rights and interests in the Park Plaza Property pursuant to a ground lease transaction approved by the City Council in December 2021. As a current ground lessee and occupant of the Park Plaza Property, ASCIP remits ground lease rent payments to the City on a quarterly basis.
Following relocation of its business operations to the Park Plaza Property and assignment of the ground lease to ASCIP, ASCIP engaged the City in discussions to determine any potential LYNDA P. JOHNSON
MAYOR
MARK E. PULIDO
MAYOR PRO TEM
JENNIFER HONG
COUNCILMEMBER
SOPHIA M. TSE
COUNCILMEMBER
FRANK AURELIO YOKOYAMA
COUNCILMEMBER
2 Proposed Property Acquisition of 16550 Bloomfield Avenue August 24, 2026
interest in purchasing the Subject Property from ASCIP to expand the City's property portfolio.
Given the rarity of available property located in the City, as well as the potential long-term benefits of acquiring additional assets, the City commenced discussions with ASCIP and conducted a financial analysis to determine the feasibility of any such prospective transaction.
Following initial discussions and subsequent preliminary due diligence, the City commenced negotiations with ASCIP towards a property transaction that is mutually beneficial for both the City and ASCIP pursuant to the Strategic Plan, but that may also support future City operations and potential long-term lease revenue.
As a result of such negotiations, this agenda report has been prepared to provide information regarding the subject properties, summarize the terms of the proposed property transaction, and identify the potential benefits to the City of Cerritos of such a transaction. In addition, upon review of the information contained herein, it is recommended that the City Council authorize (1) execution of the Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions for the City's acquisition of the Subject Property, and (2) execution of the Fourth Amendment to the Cerritos Towne Center Ground Lease for the Park Plaza Property, to facilitate the proposed property transaction.
PROPERTY INFORMATION
Subject Property - 16550 Bloomfield Avenue
The subject property to be acquired by the City is located at 16550 Bloomfield Avenue, Cerritos, California, 90703, and is identified as Assessor's Parcel Number (APN) 7010-016-904 (see Exhibit 1 - Zoning and Location Map for 16550 Bloomfield Avenue). The approximately
0.80-acre property is developed with two (2) office buildings totaling approximately 15,700 square feet, sixty-four (64) parking spaces including subterranean parking, and associated site improvements. The property is located within Area Development Plan One (ADP-1) in the Cerritos Industrial Park and offers a unique standalone office setting within the area. The property is owned by ASCIP and is currently vacant without tenants or occupants (see Exhibit 2 - Aerial Map for 16550 Bloomfield Avenue).
Park Plaza Property - 12610 Park Plaza Drive
As mentioned, ASCIP is the ground lessee of City-owned property located at 12610 Park Plaza Drive, Cerritos, California, 90703, within the Cerritos Towne Center, identified as APN 7030- 011-917 (see Exhibit 3 - Zoning and Location Map for 12610 Park Plaza Drive and Exhibit 4 - Aerial Map for 12610 Park Plaza Drive). The Park Plaza Property includes an office building and existing surface parking and is occupied by ASCIP for its office and administrative operations.
In December 2021, the City Council approved the assignment of the ground lease from the previous ground lessee to ASCIP, allowing ASCIP to assume all rights, interests, obligations, and liabilities of the tenant under the existing ground lease. The City retains ownership of the Park Plaza Property, while ASCIP occupies the property pursuant to the long-term ground lease, which extends through March 8, 2087. Under the terms of the ground lease, ASCIP remits quarterly ground lease rent to the City, with periodic rent adjustments in accordance with the lease.
PROPERTY TRANSFER PROPOSAL
The Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions and the related Fourth Amendment to the Cerritos Towne Center Ground Lease establishes the 3 Proposed Property Acquisition of 16550 Bloomfield Avenue August 24, 2026
framework for the proposed acquisition of the Subject Property from ASCIP (see Exhibit 5 - Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions). The following general terms are contained in the agreement:
1. Seller. Alliance of Schools for Cooperative Insurance Programs (ASCIP)
2. Buyer. City of Cerritos
3. Property. The real property located at 16550 Bloomfield Avenue, Cerritos, California, 90703, identified as APN 7010-016-904, in as-is condition, together with all improvements, fixtures, rights-of-way, utility rights, entitlements, and related personal property, as more particularly described in the agreement.
4. Purchase Price. The purchase price for the Subject Property is $5.7 million and would be satisfied through a rent credit under ASCIP's existing ground lease for the Cityowned property located at 12610 Park Plaza Drive.
5. Deposit. Upon execution of the agreement, the City would deposit Twenty-Five Thousand Dollars ($25,000) into escrow. The deposit would be applied to the City's transaction-related costs.
6. Rent Credit. Pursuant to the Fourth Amendment to the Cerritos Towne Center Ground Lease, ASCIP would receive a rent credit in the amount of $5. 7 million. The rent credit would satisfy ASCIP's rent obligations attributable to the existing building area from the amendment date through the remaining term of the ground lease. 7 . Due Diligence Period. The Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions provides the City with a due diligence period prior to the close of escrow. During this period, the City would review property information provided by ASCIP, including title, environmental conditions, and other materials necessary to evaluate the Subject Property before determining whether to proceed with the acquisition.
8. Closing Date. Subject to satisfaction or waiver of all applicable closing conditions, the close of escrow would occur within fifteen (15) days after issuance of the City's due diligence notice, unless otherwise modified by the parties.
9. Closing Costs. ASCIP would pay the cost of the owner's title policy, one-half of escrow costs, the Natural Hazard Disclosure report, and any costs necessary to place title in the required condition. The City would pay one-half of escrow costs and any additional City transaction-related costs.
10. Transfer Taxes and Recording Fees. No documentary transfer tax is due because the property is being transferred to a governmental agency. The City is also exempt from applicable recording charges for the grant deed.
11. Related Documents. The City Manager, or his designee, would be authorized to execute all related documents necessary to complete the transaction, subject to review and approval as to form by the City Attorney.
Proposed Property Acquisition of 16550 Bloomfield Avenue August 24, 2026
The proposed transaction would allow the City to acquire the Subject Property without making a direct cash payment to ASCIP. Instead, ASCIP would transfer the Subject Property to the City, and the agreed-upon fair market value of $5. 7 million would be credited toward ASCIP's future ground lease rent obligations at the Park Plaza Property. The rent credit would be documented through the Fourth Amendment to the Cerritos Towne Center Ground Lease. As ASCIP recently completed extensive interior renovations of the Park Plaza Property, the proposed transaction would allow ASCIP to strengthen its business operations at its new location, further supporting the Cerritos Towne Center business and office uses.
The proposed transaction would be implemented through the Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions, which establishes the terms for the City's acquisition of the Subject Property from ASCIP. The transaction would also include the Fourth Amendment to the Cerritos Towne Center Ground Lease, which establishes the rent credit for the Park Plaza Property.
The Fourth Amendment provides that ASCIP has rent credit to the City in the amount of $5. 7 million. The rent credit would constitute full satisfaction of ASCIP's rent obligations attributable to the existing building area from the amendment date through the remaining term of the ground lease. The Fourth Amendment also provides that no portion of the rent credit shall be refunded to ASCIP during the term of the lease, except as otherwise provided in the lease.
MARKET/FINANCIAL ANALYSIS
To assist in evaluating a potential property transaction and determining the assessed value of the properties, the City retained Kosmont Companies, the City's third-party real estate advisory consultant, due to its expertise and experience in assisting public agencies with property transactions. To ensure the City benefits from any such transaction in today's market, Kosmont Companies conducted a financial analysis regarding the proposed transaction. The analysis estimated the value of the rent credit under the ground lease rent for the Park Plaza Property to be approximately $5. 7 million to $6 million and estimated the fair market value of the Subject Property to be approximately $5.5 million to $5.9 million. Kosmont Companies' analysis also considered the financial implications of applying the Subject Property's value as lump sum, rent credit under the Park Plaza Property ground lease rather than completing a conventional cash acquisition. The analysis found that this transactional structure would allow the City to obtain the Subject Property while preserving available financial resources and maintaining the existing long-term ground lease relationship with ASCIP. The comparable valuation ranges indicate that the estimated value of the Subject Property is closely aligned with the value of the proposed ground lease rent abatement.
Based on the results of the financial analysis, the City continued negotiations with ASCIP regarding the proposed transaction structure and financial terms. Those negotiations resulted in the proposed property transfer that establishes the fair market value of the Subject Property at $5. 7 million, to be satisfied through a rent credit under ASCIP's existing ground lease for the Park Plaza Property, thereby eliminating the need for a direct cash payment by the City.
POTENTIAL BENEFITS TO THE CITY
The proposed acquisition would provide the City with ownership of the Subject Property without requiring a cash payment. The transaction structure allows the City to acquire a real property asset while preserving available financial resources. The acquisition would also increase the overall value of the City's real estate portfolio. Following completion of the 4 • I
5 Proposed Property Acquisition of 16550 Bloomfield Avenue August 24, 2026
proposed transfer, the City would be positioned to evaluate leasing opportunities for the property. Potential long-term lease revenue from the Subject Property may provide an additional source of income and support the City's broader economic development and fiscal sustainability objectives. The Subject Property may also be evaluated for future City operations, including potential City-related office and operational support needs, subject to future City Council direction. The proposed acquisition would provide the City with ownership of a real property asset that will support future long-term lease revenue and the City's long-term property management objectives.
The proposed acquisition is consistent with the 2007 Economic Development Strategic Plan, which recognized property acquisitions, property revenues, and income from City-owned property as tools to support long-term economic development efforts. The proposed property transfer is also consistent with the City's ongoing efforts to effectively manage its real estate portfolio and maximize the economic return on City-owned assets, in accordance with Strategic Plan Goal #4 - Strengthen Economic Development. The proposed transaction supports Objective 4.5, which emphasizes leasing City-owned properties at their highest and best use, maximizing return on investment, and strengthening partnerships with lessees toward mutual gain.
The transaction also supports business retention by accommodating ASCIP's expanding operational needs at the Park Plaza Property and maintaining its continued presence in Cerritos. Through the proposed transaction, the City would acquire an additional real property asset with long-term revenue potential, strengthen the City's overall real estate portfolio, and support the City's long-term property management and economic development objectives.
FISCAL IMPACT
The proposed acquisition is structured as a property transfer involving a rent credit. No cash payment by the City is required for the Subject Property. Instead, the purchase price would be satisfied through a rent credit under the Park Plaza Drive ground lease in the amount of $5. 7 million. Furthermore, ASCIP has completed recent landlord improvements to the Park Plaza Property valued at approximately $2.1 million and paid approximately $485,000 in related permit fees, thereby contributing to the betterment of the community through revitalization of vacant City-owned property.
The proposed transaction would allow the City to acquire the Subject Property while also supporting reinvestment in the Park Plaza Property, which was previously vacant. The improvements to the Park Plaza Property enhance an existing City-owned asset within the Cerritos Towne Center and support continued business activity, including reinvestment within
the center. Following completion of the property transfer, new revenue will also be generated for the City through future leasing of the Subject Property to prospective tenants.
Pursuant to the proposed Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions, the City would deposit Twenty-Five Thousand Dollars ($25,000) into escrow, which would be applied to the City's transaction-related costs. The City would also be responsible for one-half of escrow costs. Following completion of the transfer, new revenue will be generated for the City through the leasing of the property to prospective tenants. Toward this end, staff has begun outreach to identify eligible businesses that are in need of additional space due to business expansion.
6 Proposed Property Acquisition of 16550 Bloomfield Avenue August 24, 2026
RECOMMENDATION
The following is recommended to the City Council:
1. Authorize the City Manager, or his designee, to execute the Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions with the Alliance of Schools for Cooperative Insurance Programs for the City's acquisition of real property located at 16550 Bloomfield Avenue, Cerritos, California, 90703, in a form approved by the City Attorney;
2. Authorize the City Manager, or his designee, to execute the Fourth Amendment to the Cerritos Towne Center Ground Lease for the City-owned property located at 12610 Park Plaza Drive, Cerritos, California, 90703, in a form approved by the City Attorney; and
3. Authorize the City Manager, or his designee, to execute, acknowledge, and consent to all related escrow, transfer, lease, and closing documentation in connection with the City's acquisition of the subject property located at 16550 Bloomfield Avenue, Cerritos, California, 90703, in such form consistent with the terms contained within the Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions and as prepared by the City Attorney, as the City Manager shall deem appropriate, including all related documents required or appropriate in connection with the completion of this property transaction.
Exhibit List
1. Zoning and Location Map for 16550 Bloomfield Avenue
2. Aerial Map for 16550 Bloomfield Avenue
3. Zoning and Location Map for 12610 Park Plaza Drive
4. Aerial Map for 12610 Park Plaza Drive
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EXHIBIT 1
Zoning and Location Map
16550 Bloomfield Avenue
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8 Oisclaimer: The City of Cerritos has provided this map to give a visual display of GIS data compiled from numerous sources. To ensure absolute accuracy, please consult with City Staff for updated Information.
EXHIBIT 2
Aerial Map
16550 Bloomfield Avenue
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EXHIBIT 3
Zoning and Location Map
12610 Park Plaza Drive
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10 Disclaimer: The City of Cerritos has provided tnis map to give a visual display of GIS data compiled from numerous sources. To ensure absolute accuracy, please consult with City Staff for updated Information.
EXHIBIT 4
Aerial Map
12610 Park Plaza Drive
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Exhibit 4
11 AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made this _ day of __ _, 2026 ("Agreement Date") by and between ALLIANCE OF SCHOOLS FOR COOPERATIVE INSURANCE PROGRAMS, a California joint powers authority ("Seller'') and CITY OF CERRITOS, a California charter city ("Buyer''). Seller and Buyer are referred to herein individually as a "Party" and collectively as the "Parties." RECITALS:
A. Seller is the owner in fee of certain real property improved as an office building located at 16550 Bloomfield Avenue, in the City of Cerritos, County of Los Angeles, State of California (APN 7010-016-904) legally described on Exhibit A attached hereto, together with all improvements, fixtures, rights-of-way, utility rights, entitlements, or other benefits in any way connected with the real property and related personal property ("Bloomfield Property"). As of the Agreement Date, the Bloomfield Property is vacant without any tenants or occupants.
B. Buyer is the owner of that certain real property located at 1261 O Park Plaza Drive, in the City of Cerritos, County of Los Angeles, State of California (APN 7030-011-917) which is legally described on Exhibit B attached hereto ("Park Plaza Property"). The Park Plaza Property is improved with an office building (the "Improvements") and surface parking lot and is currently leased by Buyer to Seller pursuant to the ground leasehold interest (APN 8940-060-019) as described in Exhibit C ("Park Plaza Property Lease").
C. The Improvements contain 51,770 Gross Building Square Feet and 50,227 Gross Rentable Square Feet as defined in Section 3.1 of the Park Plaza Property Lease (collectively, the ''Existing Development").
D. Seller intends to sell the Bloomfield Property to Buyer for fair market value which, will be paid by Buyer to Seller through a prepaid rent credit of the Park Plaza Property under the Park Plaza Property Lease, as further provided in this Agreement the "Rent Credit").
E. It is the intent of the Parties that the Rent Credit will be equal to all remaining rent payments for the Park Plaza Property applicable to the Existing Development from the Agreement Date through the current term of the Park Plaza Property Lease.
F. Buyer and Seller have negotiated in good faith and mutually agreed for the acquisition of the Bloomfield Property by Buyer and the payment of the consideration by prepaid rent credit of the Park Plaza Property under the Park Plaza Property Lease by means of an amendment to the Park Plaza Property Lease (the "Park Plaza Lease Amendment").
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and the recitals above which are incorporated herein, the Parties hereto agree as follows:
01170.0020 2096771 .5 TR Revisions 5.13.2026 EXHIBIT 5
12 TERMS AND CONDITIONS:
1. PURCHASE AND SALE OF BLOOMFIELD PROPERTY.
1.1 Bloomfield Property. Pursuant to the terms of this Agreement, Buyer hereby agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Bloomfield Property and the Personal Property (defined in Section 1.2) in AS-IS condition, except as otherwise specifically set forth in this Agreement, for the Purchase Price ( defined in Section 3.1) to be paid in the form of prepaid rent credit implemented by way of an amendment to the Park Plaza Property Lease as set forth in this Agreement.
1.2 Additional Property Included in Sale. In addition to the real property composing the Bloomfield Property, Seller is also selling to Buyer all of Seller's interest in all furniture, personal property, and equipment owned by Seller and currently located at the Bloomfield Property ("Personal Property"), including the following:
(a) Seller's interest in any transferable guaranties and warranties covering all or any part of the Bloomfield Property or Personal Property; (b) Seller's interest in any contracts related to the Bloomfield Property which Buyer agrees to assume; and
(c) Seller's interest in any other property, tangible or intangible, owned or held by Seller in connection with the Bloomfield Property and/or Personal Property.
2. OPENING OF ESCROW. Within five (5) days after the execution of this Agreement by both Buyer and Seller, the Parties shall open an escrow ("Escrow"} with Fidelity National Title, National Commercial Services ("Escrow Holder'') by causing an executed copy of this Agreement to be deposited with Mary Lou Adame at Fidelity National Title, National Commercial Services, 3237 E. Gausti Rd., Ste. 105, Ontario, CA 91761 email: [email protected] (909) 978-3020 ("Escrow Officer") together with the Deposit (as defined in Section 3.2(a)) ("Opening of Escrow''). This Agreement shall serve as escrow instructions to Escrow Holder, and the Parties shall execute additional instructions if Escrow Holder so requires, provided that such instructions do not change the terms of this Agreement but merely offer protection for Escrow Holder. Any additional instructions shall provide that this Agreement shall prevail in case of any inconsistency between it and the additional instructions.
3. PURCHASE CONSIDERATION.
3.1 Purchase Price. The purchase price for the Bloomfield Property is equal to the amount of the Rent Credit as defined in the Park Plaza Lease Amendment ("Purchase Price"). The Purchase Price is all-inclusive of Seller's interest in the Bloomfield Property and any rights or obligations which exist or may arise out of the acquisition of the Bloomfield Property, including without limitation Seller's fee interest in the land and any improvements located thereon.
3.2 Payment. The Purchase Price shall be paid as follows:
(a) Deposit. At Opening of Escrow, Buyer shall deposit the sum of TwentyFive Thousand Dollars ($25,000) with Escrow Holder ("Deposit"), applicable to Buyer's costs herein.
01170.0020 2096771.5 TR Revisions 5.13.2026 2
13 (b) Park Plaza Lease Amendment. Concurrently with execution of this Agreement, Buyer and Seller shall execute the Park Plaza Lease Amendment (as defined in Section 4.1.b below).
(c) Balance of Funds. At least one (1) business day prior to the Closing, Buyer shall deposit balance of closing costs exceeding the amount of the Deposit, if any, with Escrow Holder in Good Funds (as defined below).
3.3 Good Funds. All funds deposited in Escrow shall be in "Good Funds" which means a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California.
4. ADDITIONAL FUNDS AND DOCUMENTS REQUIRED FROM BUYER AND SELLER.
4.1 Seller. Seller agrees that on or before 12:00 noon on the day preceding the Closing Date, Seller will deposit with Escrow Holder such funds and other items and instruments (executed and acknowledged, if appropriate) as may be necessary in order for the Escrow Holder to comply with this Agreement, including without limitation:
a. Executed and acknowledged grant deed in the form of Exhibit D attached hereto ("Grant Deed").
b. Two (2) executed copies of the Fourth Amendment to Cerritos Towne Center Ground Lease in the form of Exhibit E attached hereto ("Park Plaza Lease Amendment").
c. A bill of safe in a form acceptable to Buyer.
d. A Non-Foreign Affidavit as required by federal law.
e. Such funds and other items and instruments as may be necessary in order for Escrow Holder and the Title Company to comply with this Agreement.
4.2 Buyer. Buyer agrees that on or before 12:00 noon on the date preceding the Closing Date, Buyer will deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to comply with the terms of this Agreement, including without limitation:
a. The statutorily required Certificate of Acceptance in the form attached to the Grant Deed ("Certificate of Acceptance").
b. Two (2) executed copies of the Park Plaza Lease Amendment. c. A Preliminary Change of Ownership Statement completed in the manner required in Los Angeles County.
d. Such funds and other items and instruments as may be necessary in order for Escrow Holder and the Title Company to comply with this Agreement.
4.3 Recordation, Completion and Distribution of Documents. Escrow Holder will cause both the Grant Deed (with the Certificate of Acceptance attached) then the executed Park Plaza Lease Amendment to be recorded when it can issue the Owner's Title 01170.0020 2096771.5 TR Revisions 5.13.2026 3
Policy in accordance with Section 6, and holds for the account of Buyer and Seller, respectively, the funds and items described above to be delivered to Buyer and Seller, respectively, through Escrow, less costs, expenses and disbursements chargeable to Seller pursuant to the terms hereof.
5. CLOSING DA TE; TIME IS OF ESSENCE.
5.1 Closing Date. Escrow shall close within fifteen (15) days after the issuance of the Buyer's Due Diligence Notice (pursuant to Section 7.2) ("Closing Date"). The terms "Close of Escrow" and/or "Closing" are used interchangeably herein to mean the date that the Grant Deed with the Certificate of Acceptance and the Park Plaza Lease Amendment are recorded in the Office of the County Recorder of Los Angeles County, California.
5.2 Possession. Upon the Close of Escrow, exclusive possession and occupancy of the Bloomfield Property shall be delivered to Buyer free and clear of all claims of possession (including, but not limited to, any occupants or tenants) and all debris and any personal property not being transferred to Buyer as Personal Property.
5.3 Time is of Essence. Buyer and Seller specifically agree that time is of the essence.
5.4 Buyer's City Manager's Authority. By its execution of this Agreement, Buyer represents and warrants that the City Manager or his designee (who has been designated by City Manager's written notice delivered to Seller and Escrow Holder) shall, in City Manager's sole and exclusive discretion, have authority:
(i) to execute documents on behalf of Buyer including, but not limited to, issuing approvals, disapprovals and extensions. Any such approval, disapproval or extension executed by the City Manager or his designee shall be binding on Buyer. (ii) to make, pursuant to Section 12.5, hereof, minor modifications to this Agreement in order to fulfill the direction of the City Council, provided that such minor modifications must be approved by the City Attorney.
5.5 Seller's Chief Executive Officer's Authority. By its execution of this Agreement, Seller represents and warrants that its Chief Executive Officer or his/her designee (who has been designated by the Chief Executive Officer's written notice delivered to Buyer and Escrow Holder) shall, in Chief Executive Officer's sole and exclusive discretion, have authority:
(i) to execute documents on behalf of Buyer including, but not limited to, issuing approvals, disapprovals and extensions. Any such approval, disapproval or extension executed by the City Manager or his designee shall be binding on Buyer. (ii) to make, pursuant to Section 12.5, hereof, minor modifications to this Agreement in order to fulfill the direction of the Seller's Executive Committee, provided that such minor modifications must be approved by the Seller's Attorney and subsequently ratified by Seller's Executive Committee.
6. TITLE; OWNER'S TITLE POLICY.
6.1 Approval of Title.
01170.0020 2096771.5 TR Revisions 5.13.2026 4
14 15
a. Promptly following execution of this Agreement but, in no event, later than three {3) business days following Opening of Escrow, a preliminary title report shall be issued by Fidelity National Title, National Commercial Services ("Title Company") and delivered into Escrow describing the state of title of the Bloomfield Property with legible copies of all documents listed exceptions and a map plotting all easements ("Preliminary Title Report"). Within ten (10) business days after Buyer's receipt of the Preliminary Title Report, Buyer shall notify Seller in writing ("Buyer's Title Notice") of Buyer's disapproval of any matters contained in the Preliminary Title Report ("Disapproved Exceptions").
b. In the event Buyer delivers Buyer's Title Notice within said period, Seller shall have a period of five (5) business days after receipt of Buyer's Title Notice in which to notify Buyer of Seller's election to either (i) agree to attempt to remove the Disapproved Exceptions prior to the Close of Escrow; or (ii) decline to remove any such Disapproved Exceptions ("Seller's Notice"). If Seller notifies Buyer of its election to decline to remove the Disapproved Exceptions, or if Seller is unable to remove the Disapproved Exceptions (other than any obligations of Buyer under Section 7), Buyer may elect either to terminate this Agreement and the Escrow or to accept title to the Bloomfield Property subject to the Disapproved Exception(s). Buyer shall exercise such election by delivery of written notice to Seller and Escrow Holder within five (5) business days following the earlier of (i) the date of written advice from Seller that such Disapproved Exception(s) cannot be removed; or (ii) the date of written advice from Seller that declines to remove such Disapproved Exception(s).
Buyer's failure to elect to terminate this Agreement shall be deemed as Buyer's acceptance of title to the Bloomfield Property subject to the Disapproved Exceptions. c. Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to seven (7) business days following receipt of notice of such additional exceptions.
d. Nothing to the contrary herein withstanding, Buyer shall be deemed to have automatically objected to all leases, deeds of trust, mortgages, judgment liens, federal and state income tax liens affecting the Bloomfield Property (excluding any such items caused by Buyer), and Seller shall discharge any such non-permitted title matter of record prior to or concurrently with the Close of Escrow except as otherwfse specifically provided in this Agreement.
6.2 Owner's Title Policy. At the Close of Escrow, Escrow Holder shall furnish Buyer with an ALTA non-extended owner's policy of title insurance ("Owner's Title Policy") insuring title to the Bloomfield Property vested in Buyer, containing only (i) non-delinquent real property taxes and assessments; (ii) the exceptions approved by Buyer in accordance with Section 6.1; and (iii) any exceptions caused by the acts of Buyer, together with endorsements that Buyer may reasonably request. The amount of the insurance coverage shall be in the amount of the Purchase Price, although Buyer can request additional coverage at its sole cost and expense. The cost of the Owner's Title Policy shall be paid by Seller. If Buyer elects to obtain an extended ALTA owner's policy, Buyer shall be responsible to secure a survey at its own cost and expense which shall be delivered to the Title Company not less than ten (10) days prior to Closing and Buyer shall be responsible to pay for any additional premium.
01170.0020 2096771.5 TR Revisions 5.13.2026 5
16 7. DUE DILIGENCE.
7.1 Scope of Due Diligence. Upon Opening of Escrow, Seller shall make available to Buyer true, correct and complete copies of all contracts which relate to the Bloomfield Property (together with any amendments or modifications thereto), reports, investigations, surveys or similar documents in Seller's possession respecting the Bloomfield Property and any other information in Seller's possession or control ("Bloomfield Property Information"). Buyer may, in its sole discretion, elect to obtain (at its sole cost and expense) a Phase I Environmental Assessment ("Phase I") of the Bloomfield Property and, if recommended by Buyer's environmental consultants, a Phase 11 Environmental Assessment ("Phase II").
7.2 Approval of Due Diligence Matters. Buyer shall notify Seller in writing ("Buyer's Due Diligence Notice") no later than ninety (90) days from Buyer's receipt of all Bloomfield Property Information subject to extension as hereinafter set forth ("Due Diligence Period"), of Buyer's approval or disapproval of the condition of the Bloomfield Property and Buyer's investigations with respect thereto (excluding title matters which are to be approved or disapproved pursuant to Section 6), which approval may be issued or withheld in Buyer's sole and absolute discretion. Buyer's failure to deliver Buyer's Due Diligence Notice on or before the Due Oil igence Date shall be conclusively deemed Buyer's disapproval thereof. Buyer shall promptly order a Phase I report and upon receipt shall provide a copy to Seller. If the Phase I report recommends a Phase ll report, Buyer may elect to order such Phase If report at Buyer's expense, in which case the Due Diligence Period will be extended until seven (7) days after receipt of a copy of the Phase II report by Buyer. A copy of the Phase II report shall also be provided to Seller.
7.3 Right to Enter. Commencing upon Opening of Escrow, Seller grants Buyer, its agents and employees at Buyer's sole cost and expense, a limited license to enter upon the Bloomfield Property at all reasonable times for the purpose of conducting engineering surveys, soil tests, investigations or other non-destructive studies reasonably necessary to evaluate the condition of the Bloomfield Property, which studies, surveys, reports, investigations and tests shall be done at Buyer's sole cost and expense. Prior to entry onto the Bloomfield Property, Buyer shall (i) provide Seller twenty-four (24) hours prior written notice where reasonable under the circumstances; (ii) conduct all studies in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the Bloomfield Property during or after such investigation; (iii) comply with all applicable laws and governmental regulations; (iv) shall not unreasonably interfere with Seller's use of the Bloomfield Property; (v) keep the Bloomfield Property free and clear of all materialmen's liens, lis pendens and other liens arising out of the entry and work performed under this provision; (vi) maintain an all-risk public liability insurance policy in a form reasonably acceptable to Seller, written on a per occurrence combined single limit of not less than ONE MILLION DOLLARS ($1 ,000,000) for bodily injury, personal injury and property liability, which insurance names Seller as additional insured, and shall be in force during the term of this Agreement and so long thereafter as necessary to cover any claims of damages suffered by persons or property resulting from any acts or omissions of Buyer, Buyer's employees, agents, contractors, suppliers, consultants or other related Parties; and (vii) return the Bloomfield Property to substantially its original condition following Buyer's entry. If Buyer elects to not purchase the Bloomfield Property, copies of all reports and investigations shall be provided to Seller.
Buyer agrees to indemnify, and hold Seller free and harmless from and against any 01170.0020 2096771.5 TR Revisions 5.13.2026 6
17 and all losses, damages (whether general, punitive or otherwise), liabilities, claims, causes of action (whether legal, equitable or administrative), judgments, court costs and legal or other expenses (including reasonable attorneys' fees) which Seller may suffer or incur as a consequence of Buyer's exercise of the license granted pursuant to this Section 7.3 or any act or omission by Buyer, any contractor, subcontractor or material supplier, engineer, architect or other person or entity acting by or under Buyer (except Seller, its agents or employees) with respect to the Bloomfield Property, excepting any and all losses, damages (whether general, punitive or otherwise), liabilities, claims, causes of action (whether legal, equitable or administrative), judgments, court costs and legal or other expenses (including reasonable attorneys' fees) arising from the mere discovery by Buyer of any hazardous materials or conditions and excepting to the extent such claims arise out of the active negligence or willful misconduct of Seller. Buyer's obligations under this Section 7.3 shall survive termination of this Agreement.
7.4 Natural Hazard Disclosure Report. Upon Opening of Escrow, Escrow Holder shall order a commercial Natural Hazards Disclosure report for the Bloomfield Property from Disclosure Source ("NHD Report") to be delivered to Buyer by Escrow Holder. Buyer shall have the right to review the NHD Report during the Due Diligence Period. Seller shall pay for the NHD Report.
8. CONDITIONS PRECEDENT TO CLOSE OF ESCROW.
8.1 Conditions to Buyer's Obligations. The obligations of Buyer under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent ("Buyer's Conditions Precedent"}:
(a) Title Company will issue the Title Policy as specified in Section 6.2. (b) Buyer has approved the condition of the Bloomfield Property by issuance of the Buyer's Due Diligence Notice pursuant to Section 7.2. (c) Escrow Holder holds and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement. (d) Seller is not in material default of its obligations under this Agreement.
8.2 Conditions to Seller's Obligations. The obligations of Seller under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Seller of the following conditions precedent:
(a) Escrow Holder holds and will deliver to Setler the instruments and funds accruing to Seller pursuant to this Agreement.
(b) Buyer is not in material default of its obligations under this Agreement.
9. REPRESENTATIONS AND WARRANTIES.
9.1 General Representations and Warranties. To the best of Seller's knowledge, Seller makes the following representations and warranties to Buyer with respect to the Bloomfield Property, each of which is true in all respects as of the Opening of Escrow and shall be true in all respects on the date of Close of Escrow:
01170.0020 2096771.5 TR Revisions 5.13.2026 7
18 (a) There are no natural or environmental hazards located on the Bloomfield Property that would limit its marketability, merchantability, or suitability for development or impede its use in any way.
(b) The Bloomfield Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to the environmental conditions on, under or about the Bloomfield Property including, but not limited to, air quality, waste disposal, hazardous waste, soil and ground water conditions. Seller has received no written notice from any third Parties, prior owners of the Bloomfield Property, or any federal, state or local governmental agency indicating that any hazardous waste remedial or clean-up work will be required on the Bloomfield Property. There are no environmental, health or safety hazards on, under or about the Bloomfield Property, including but not limited to soil and groundwater conditions. (c) There are no contracts, leases, claims or rights affecting the Bloomfield Property and no agreements entered into by or under Seller which shall survive the Close of Escrow that would adversely affect Buyer's rights with respect to the Bloomfield Property except as heretofore disclosed in writing by Seller to Buyer. (d) Seller has received no written notice from any third Parties, prior owners of the Bloomfield Property, of any federal, state or local governmental agency, indicating that any hazardous waste remedial or clean-up work will be required on the Bloomfield Property.
(e) Seller has no knowledge of easements or encroachments onto the Bloomfield Property by buildings or improvements on any adjoining property, nor any buildings or improvements on the Bloomfield Property encroaching on other properties. (f) Seller is not a foreign person as defined in Internal Revenue Code Section 1445(f)(3).
{g) Seller has the unimpeded power to execute, deliver and perform Seller's obligations under this Agreement and the documents executed and delivered by Seller pursuant hereto.
(h) Seller is the sole owner, in fee simple, of and has the right and legal ability to transfer the Bloomfield Property to the Buyer as set forth in this Agreement. (i) Buyer has the requisite power and authority to enter into and perform this Agreement and provide those documents set forth in Section 4.2; such documents have been duly authorized by all necessary action on the part of Buyer and have been duly executed and delivered; such execution, delivery and performance by Buyer of such documents does not conflict with or result in a violation of the Constitution or Laws of the State of California, or any judgment, order, or decree of any court or arbiter to which Buyer is a party; such documents are valid and binding obligations of Buyer, and are enforceable in accordance with their terms.
"AS-IS" SALE. Except as otherwise expressly set forth in this Agreement, Buyer acknowledges that Buyer is acquiring the Bloomfield Property in an "AS IS, WHERE IS" condition, with all faults, whether known or unknown. Buyer further expressly acknowledges that, except as may otherwise be specifically set forth in this Agreement, neither Seller, nor any agents, representatives, employees or attorneys of Seller have made any 01170.0020 2096771.5 TR Revisions 5.13.2026 8
19 representations or warranties of any kind, nature or description, direct or implied, verbal or written, with respect to this section. Buyer hereby waives the benefit or any statute, law or decision that would in any way detract, reduce or diminish from giving full force and effect to the provisions of the section
9.2 Survival of Representations and Warranties. The representations and warranties provided in this Section 9 shall survive the Closing and delivery of the Grant Deed for a period of three (3) years and shall not be affected by any investigation, verification or approval by either Party or by anyone on behalf of either Party.
9.3 Breach; Indemnification. If a breach of a representation or warranty occurs before Closing and the Party adversely affected by the breach is aware that such a breach has occurred, the breach shall be grounds to terminate this Agreement. Breaching Party agrees to indemnify, defend and hold harmless Non-Breaching Party, its officers, employees and agents from and against all claims, damages, costs, liabilities and expenses (including reasonable attorney's fees) of any kind whatsoever paid, incurred or suffered by or asserted against the Non-Breaching Party or any indemnified Party directly or indirectly arising from or attributable to any breach of any of its agreement warranties or representations set forth in this Agreement.
10. ESCROW PROVISIONS.
10.1 Escrow Instructions. Sections 1, 2, 3, 4, 5, 6, 7.4, 8, 10, 11 and 12 constitute the escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. The terms and conditions in sections of this Agreement not specifically referenced above are additional matters for information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller agree to execute additional instructions, documents and forms provided by Escrow Hokier that are reasonably necessary to close Escrow.
10.2 General Escrow Provisions. Escrow Holder shall deliver the Title Policy to the Buyer and instruct the Los Angeles County Recorder to: (i) mail the Grant Deed to Buyer at the address set forth in Section 11; and (ii) to mail the Park Plaza Lease Amendment to Seller at the address set forth in Section 11. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Los Angeles County, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be according to that Party's instructions.
10.3 Proration of Real Property Taxes. Seller and Buyer are both exempt from real property taxes so no proration of real estate taxes is required for the Bloomfield Property at the Close of Escrow.
10.4 Payment of Costs.
a. Cost Allocation. Seller shall pay the costs for the Owner's Title Policy, onehalf (1/2) of escrow costs, the NHD Report and any costs to put title in the condition specified in Section 6. Buyer shall pay one-half (1/2) of escrow costs. All other costs of Escrow not otherwise specifically allocated by this Agreement shall be apportioned between the Parties in a manner consistent 01170.0020 2096771.5 TR Revisions 5.13.2026 9
20 with the custom and usage in Los Angeles County.
NOTE: Seller is a governmental agency and, therefore, (i) is exempt from recording charges applicable to recording the Park Plaza Lease Amendment pursuant to Govt Code §§ 6103 and 27383; and (ii) no documentary transfer taxes are due because the Bloomfield Property is being transferred to a governmental agency and is, therefore, exempt pursuant to Revenue & Taxation Code §11922. Buyer is a governmental entity and is exempt from recording charges applicable to recording of the Grant Deed pursuant to Govt.
Code §§ 6103 and 27383.
b. Closing Statement. At least three (3) days prior to the Closing Date, Escrow Holder shall furnish Buyer and Seller with a preliminary closing statement which shall include each Party's respective shares of costs. The preliminary closing statement shall be approved in writing by the Parties. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to the Parties.
10.5. Termination and Cancellation of Escrow. If Escrow fails to close as provided above, either Party may elect to cancel this Escrow upon written notice to the other Party and Escrow Holder. Upon cancellation, Escrow Holder is instructed to return all funds and documents then in Escrow to the respective depositor of the same with Escrow Holder.
Upon termination or cancellation of this Agreement by both Parties, neither Party shall have any rights or obligations under this Agreement except those that expressly survive the termination or cancellation of this Agreement. If Buyer terminates this Agreement pursuant to its terms, provided Buyer is not in default under this Agreement, prior to the end of the Due Diligence Period, Escrow Holder shall return the Deposit (plus all interest thereon) to Buyer upon Buyer's unilateral instruction to Escrow Holder, notwithstanding a contrary instruction by Seller, and neither Party shall have any further liability hereunder except for Buyer's indemnity obligations and such other Buyer obligations that expressly survive the termination of this Agreement. If Seller elects to terminate this Agreement pursuant to its terms, provided Seller is not in default under this Agreement, after the Buyer has approved the condition of the Bloomfield Property but prior to the Close of Escrow, Escrow Holder shall return the Deposit (plus all interest thereon) to Seller upon Seller's unilateral instruction to Escrow Holder, notwithstanding a contrary instruction by Buyer, and neither Party shall have any further liability hereunder except for Seller's indemnity obligations and such other Seller obligations that expressly survive the termination of this Agreement.
10.6 Information Report. Escrow Holder shall file and Buyer and Seller agree to cooperate with Escrow Holder and with each other in completing any report ("Information Report") and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal Revenue Code § 6045(e) regarding the real estate sales transaction contemplated by this Agreement, including without limitation, Internal Revenue Service Form 1099-B as such may be hereinafter modified or amended by the Internal Revenue Service, or as may be required pursuant to any regulation now or hereinafter promulgated by the Treasury Department with respect thereto. Buyer and Seller also agree that Buyer and Seller, their respective employees and attorneys, and escrow Holder and its employees, may disclose to the Internal Revenue Service, whether pursuant to such Information Report or otherwise, any information regarding this Agreement or the transactions contemplated herein as such Party reasonably deems to be required to be disclosed to the Internal Revenue Service by such Party pursuant to Internal Revenue Code Section 6045(e}, and further agree that neither Buyer nor Seller shall seek to hold any 01170.0020 2096771 .5 TR Revisions 5.13.2026 10
21 such Party liable for the disclosure to the Internal Revenue Service of any such information. 1 O. 7 No Withholding as Foreign Seller. Seller represents and warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning of Internal Revenue Code §1445 or an out-of-state seller under California Revenue and Tax Code § 18805 and that it will deliver to Buyer on or before the Close of Escrow a non-foreign affidavit on Escrow Holder's standard form pursuant to Internal Revenue Code §1445(b)(2) and the Regulations promulgated thereunder and a California Form 590-RE.
10.8 Brokerage Commissions. Neither Party is represented by a broker. Buyer and Seller each agree to indemnify and hold the other Parties harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay a broker's commission and/or finder's fee except as specified above.
11. NOTICES. Any notice which either Party may desire to give to the other Party or to the Escrow Holder must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, to the Party to whom the notice is directed at the address of such Party hereinafter set forth, or such other address and to such other persons as the Parties may hereafter designate:
Seller:
With a copy to:
Buyer:
With a copy to:
Escrow Holder:
12. GENERAL PROVISIONS.
Alliance of Schools for Cooperative Insurance
Programs
12610 Park Plaza Drive
Cerritos, CA 90703
City of Cerritos
18125 Bloomfield Avenue
PO Box 3130
Cerritos, CA 90703
Attn: Robert A. Lopez, City Manager
Aleshire & Wynder
1 Park Plaza Suite 1000
Irvine, CA 92614
Attn: Pam Lee, City Attorney
Fidelity National Title,
National Commercial Services
3237 E. Guasti Rd., Ste. 105,
Ontario, CA 91761,
Mary Lou Adame, Escrow Officer
12.1 Assignment. Neither Party shall have the right to assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent of the other Party. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement to 011 70.0020 2096771.5 TR Revisions 5.13.2026 11
22 a related City entity. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns.
12.2 Attorney's Fees. In any action between the Parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Bloomfield Property, the prevailing Party in such action shall be entitled, to have and to recover from the other Party its reasonable attorneys' fees in connection with such action or proceeding, in addition to its recoverable court costs.
12.3 Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both Parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates.
12.4 No Waiver A waiver by either Party of a breach of any of the covenants, conditions or agreements hereof to be performed by the other Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof.
12.5 Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each Party hereto.
12.6 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any Party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
12.7 Merger. This Agreement and other documents incorporated herein by reference contain the entire understanding between the Parties relating to the transaction contemplated hereby and all prior to contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect.
12.8 Execution in Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all Parties are not signatories to the original or the same counterpart.
12.9 Electronic Execution. This Agreement may be executed electronically in compliance with UETA and ESIGN using compliant third Party providers such as AdobeSign or DocuSign. The Parties understand that documents which are to be recorded cannot be electronically executed.
12.10 Exhibits. Exhibits A, ~. C, D and g attached hereto are incorporated herein by 01170.0020 2096771.5 TR Revisions 5.13.2026 12
23 reference.
13. DISPUTES
13.1 In the event of a dispute between Buyer and Seller regarding this Agreement that the Parties are unable to resolve through direct negotiations, as a prerequisite to the initiation of arbitration provided for below, Buyer and Seller agree to submit the dispute to non-binding mediation before a mutually acceptable third party mediator. If the Parties are unable to agree on a mediator, the matter shall be referred to the American Arbitration Association ("AAA"), and the mediator shall be selected pursuant to the then current rules of the AAA.
13.2 In the event the Parties are unable to resolve the dispute, the dispute shall be decided by arbitration in accordance with the then current rules of the AAA, unless the Parties mutually agree otherwise. The award rendered by the arbitrator or arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Notice of a demand for arbitration shall be filed with the other Party and with the AAA within a reasonable time and in no event after the date on which legal or equitable proceedings based on such claim, dispute, or matter in question would be barred by the applicable statute of limitations. [SIGNATURES ON FOLLOWING PAGE]
01170.0020 2096771.5 TR Revisions 5.13.2026 13
24 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement for Purchase and Sale of Real Property and Escrow Instructions as of the date set forth above.
SELLER:
ALLIANCE OF SCHOOLS FOR
COOPERATIVE INSURANCE
PROGRAMS, a California joint powers
authority
By: ---------- Its: ________ _ ESCROW HOLDER:
ACCEPTED AND AGREED TO:
FIDELITY NATIONAL TITLE, NATIONAL
COMMERCIAL SERVICES
By:--------- Mary Lou Adame, Escrow Officer
Dated: _______ , 2026
011 70.0020 2096771.5 TR Revisions 5.13.2026 14
BUYER:
CITY OF CERRITOS, a California charter
city
By:---------
Robert A. Lopez, City Manager
Dated: _______ ,, 2026
ATTEST:
Cynthia Nava, City Clerk
APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP
By: ________ _
Pam Lee, City Attorney
25 EXHIBIT A
LEGAL DESCRIPTION OF THE BLOOMFIELD PROPERTY
That certain real property in the City of Cerritos, County of Los Angeles, State of California legally described as follows:
PARCEL A: PARCEL 1: PARCEL 2 OF PARCEL MAP NO. 13868, IN THE CITY OF CERRITOS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 176, PAGES 7 AND 8 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2:
NON-EXCLUSIVE EASEMENTS FOR VEHICLE PARKING AND PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS OVER PARCEL 1 OF PARCEL MAP NO. 13868 AS RESERVED AND SET FORTH IN THAT CERTAIN INSTRUMENT ENIBLED "DECLARATION OF RESERVATION AND GRANT OF EASEMENTS AND MAINTENANCE COVENANT" RECORDED FEBRUARY 22, 1985 AS INSTRUMENT NO. 85-206087, OF OFFICIAL RECORDS, SUBJECT TO THE TERMS AND PROVISIONS THEREIN CONTAINED.
PARCEL 3:
NON-EXCLUSIVE EASEMENTS FOR VEHICLE PARKING AND PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS OVER PARCELS 1 AND 2 OF PARCEL MAP NO. 14022, FILED IN BOOK 146, PAGES 99 AND 100 OF PARCEL MAPS, AS RESERVED AND SET FORTH IN THAT CERTAIN INSTRUMENT ENIBLED "DECLARATION OF COVENANTS, CONDillONS, RESTRICTIONS AND RESERVATION OF EASEMENTS", RECORDED NOVEMBER 19, 1981 AS INSTRUMENT NO. 81-1147414, OF OFFICIAL RECORDS, SUBJECT TO THE TERMS AND PROVISIONS THEREIN CONTAINED.
PARCEL 4:
NON-EXCLUSIVE EASEMENTS FOR VEHICLE INGRESS AND EGRESS OVER THAT CERTAIN DRIVEWAY ADJACENT ON THE NORTH TO PARCEL 1 OF PARCEL MAP NO. 13868, IN THE CITY OF CERRITOS, AS PER MAP FILED IN BOOK 176, PAGES 7 AND 8 OF PARCEL MAPS, AS GRANTED IN THAT CERTAIN DECLARATION OF GRANTS OF RECIPROCAL EASEMENTS RECORDED JANUARY 14, 1982 AS INSTRUMENT NO. 82-044269, OF OFFICIAL RECORDS, SUBJECT TO THE TERMS AND PROVISIONS THEREIN CONTAINED.
PARCEL 5:
NON-EXCLUSIVE EASEMENTS FOR VEHICLE PARKING AND PEDESTRIAN, VEHICULAR INGRESS AND EGRESS, AND DRAINAGE OVER PARCEL 1 OF PARCEL MAP NO. 13868, AS RESERVED AS SET FORTH IN THAT CERTAIN INSTRUMENT ENIBLED "RECIPROCAL EASEMENT AGREEMENT", RECORDED AUGUST 8, 2006, AS INSTRUMENT NO. 06-1739996, OF OFFICIAL RECORDS, SUBJECT TO THE TERMS AND PROVISIONS THEREIN CONTAINED.
PARCEL B: PARCEL 1:
01170.0020 2096771.5 TR Revisions 5.13.2026
26 THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 29, TOWNSHIP 3 SOUTH, RANGE 11
WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF CERRITOS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID NORTHWEST QUARTER; THENCE ALONG THE WESTERLY LINE OF SAID NORTHWEST QUARTER, NORTH 00° 50' 30" WEST 188.00 FEET TO A LINE PARALLEL WITH AND 188.00 FEET NORTHERLY (MEASURED AT RIGHT ANGLES) TO THE SOUTHERLY LINE OF SAID NORTHWEST QUARTER; THENCE ALONG SAID PARALLEL LINE NORTH 89°11'35" EAST 167.55 FEET TO A POINT IN A NON-TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET FROM WHICH A RADIAL LINE OF SAID CURVE BEARS NORTH 47°41'33" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 31 ° 55' 57" AN ARC DISTANCE OF 39.01 FEET TO A LINE PARALLEL WITH AND 200.00 FEET EASTERLY (MEASURED AT RIGHT ANGLES) TO SAID WESTERLY LINE; THENCE ALONG SAID LAST MENTIONED PARALLEL LINE, SOUTH 0°50'30" EAST 167.29 FEET TO SAID SOUTHERLY LINE; THENCE ALONG SAID SOUTHERLY LINE, SOUTH 89°11'35" WEST 200.00 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE WESTERLY 30.00 FEET AND THE SOUTHERLY 20.00 FEET THEREOF. SAID LAND IS SHOWN AS A PORTION OF PARCEL 1 AND PORTION OF STREETS ADJOINING ON PARCEL MAP FILED IN BOOK 5, PAGE 62 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, PETROLEUM, NATURAL GAS, MINERAL RIGHTS AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 VERTICAL FEET FROM THE SURFACE OF
SAID LAND, FOR THE PURPOSE OF EXPLORING FOR, EXTRACTING, MINING, BORING, REMOVING OR MARKmNG SAID SUBSTANCES, HOWEVER, WITHOUT ANY RIGHT UPON THE SURFACE OF SAID LAND AS RESERVED BY GUILD OIL CORPORATION, BY DEED RECORDED NOVEMBER 16, 1977 AS INSTRUMENT NO. 77-1265936, OF OFFICIAL RECORDS.
PARCEL 2:
NON-EXCLUSIVE EASEMENTS FOR VEHICLE PARKING AND PEDESTRIAN, VEHICULAR INGRESS AND EGRESS, AND DRAINAGE OVER PARCEL 1 OF PARCEL MAP NO. 13868, AS RESERVED AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "RECIPROCAL EASEMENT AGREEMENT", RECORDED AUGUST 8, 2006, AS INSTRUMENT NO. 06-1739996, OF OFFICIAL RECORDS, SUBJECT TO THE TERMS AND PROVISIONS THEREIN CONTAINED.
SAID PARCELS A & B ABOVE ARE ALSO SHOWN AS PARCEL 1 OF PARCEL MAP NO. 69366, IN BOOK 359, PAGES 26 AND 27 OF PARCEL MAPS IN THE COUNTY OF SAID COUNTY APN: 7010-016-904
01170.0020 2096771.5 TR Revisions 5.13.2026 2
27 EXHIBIT B
LEGAL DESCRIPTION OF THE PARK PLAZA PROPERTY
That certain real property in the City of Cerritos, County of Los Angeles, State of California legally described as follows:
PARCEL A:
PARCEL 2, IN THE CITY OF CERRITOS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 17993, AS PER MAP FILED IN BOOK 203, PAGES 11 TO 18 INCLUSIVE AND AS AMENDED IN BOOK 229, PAGES 89 TO 96
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
TOGETHER WITH THE RIGHTS TO THE IMPROVEMENTS LOCATED THEREON UPON THE TERMS AND CONDITIONS CONTAINED IN THE LEASE DATED JUNE 9, 1989 A MEMORANDUM OF WHICH WAS RECORDED JUNE 16, 1989 AS INSTRUMENT NO. 89- 975569, OFFICIAL RECORDS.
PARCEL B:
NON-EXCLUSIVE EASEMENTS FOR PARKING, INGRESS AND EGRESS, AND UTILITY
DRAINAGE, AND OTHER IMPROVEMENT INSTALLATIONS, CONTAINED IN THAT
CERTAIN INSTRUMENT ENTITLED DECLARATION OF COVENANTS, CONDITIONS AND
RESTRICTIONS AND RECIPROCAL EASEMENT AGREEMENT FOR CERRITOS TOWNE CENTER RECORDED JUNE 16, 1989 AS INSTRUMENT NO. 89-975564, OFFICIAL
RECORDS
APN: 7030-011-917 (FEE) APN: 8940-060-019 (LEASEHOLD)
01170.0020 2096771.5 TR Revisions 5.13.2026
28 EXHIBIT C
DESCRIPTION OF PARK PLAZA PROPERTY LEASE
Leasehold Estate as to Parcel A of described in Exhibit B created by that certain lease dated June 9, 1989, executed by The Cerritos Redevelopment Agency, a public body corporate and politic, as landlord, and by Bloomfield Associates, a California General Partnership, as tenant, as disclosed by Memorandum of Lease, recorded June 16, 1989 as Instrument No. 89-975569, Official Records, upon the terms, covenants, and conditions provided in an unrecorded lease referred to therein, as amended by:
(i) that certain First Amendment to Ground Lease executed by The City of Cerritos, a municipal corporation and Bloomfield Associates, a California general partnership, dated March 26, 1998 and recorded April 29, 1998 as Instrument No. 98-712161, Official Records, and
(ii) that certain Second Amendment to Ground Lease executed by The City of Cerritos, a municipal corporation and CA-Cerritos Towne Center Limited Partnership, a Delaware limited partnership, dated June 23, 2006 and recorded August 7, 2006 as Instrument No. 06-1737668, Official Records, an Amended and Restated Assignment and Assumption of Ground Lease executed by CA-Cerritos Towne Center Limited Partnership, a Delaware limited partnership and Cerritos Office Center II, LLC, a Delaware limited liability company recorded February 6, 2007 as Instrument No. 2007-257343, Official Records; (iii) that certain Third Amendment to Cerritos Town Center Ground Lease executed by The City of Cerritos, a municipal corporation and Cerritos Office Center I, LLC, a Delaware limited liability company, recorded August 15, 2018 as Instrument No. 2018- 820529, Official Records; and
(iv) Assignment and Assumption of Ground Lease dated December 16, 2021 from CTC Office 1 LP, a Delaware limited partnership recorded December 17, 2021 as Instrument No. 20211877863, Official Records.
APN: 8940-060-019 (LEASEHOLD)
01170.0020 2096771.5 TR Revisions 5.13.2026 1
29 FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Cerritos
18125 Bloomfield Avenue
Cerritos, CA 90703
Attn: City Clerk
APN 7010-016-904
THE UNDERSIGNED GRANTOR DECLARES:
EXHIBIT D
GRANT DEED
(Space Above This Line for Recorder's Office Use Only)
(Exempt from Recording Fee per Gov. Code §6103)
Documentary Transfer Tax is: $-0- per R&T §11922 as
transfer is to a governmental agency
GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, ALLIANCE OF SCHOOLS FOR COOPERATIVE INSURANCE PROGRAMS, a California joint powers authority ("Grantor") hereby grants to the CITY OF CERRITOS, a California charter city ("Grantee"), that real property in the City of Cerritos, County of Los Angeles, State of California, legally described as set forth on Exhibit A attached hereto ("Property".) IN WITNESS WHEREOF, Granter has caused this instrument to be duly executed as of the date specified below.
_________ ,202_
01170.0020 2096771.5 TR Revisions 5.13.2026
GRANTOR:
ALLIANCE OF SCHOOLS FOR
COOPERATIVE INSURANCE PROGRAMS,
a California joint powers authority
By:
Its:
---------
30 CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by ALLIANCE OF SCHOOLS FOR COOPERATIVE INSURANCE PROGRAMS, a California joint powers authority ("Grantor") by Grant Deed to the CITY OF CERRITOS ("City"), as Grantee is hereby accepted by the undersigned officer and agent of City and the City consents to the recording of the Grant Deed.
Signed and dated on ______ , 202_ at City of Cerritos, California 01170.0020 2096771.5 TR Revisions 5.13.2026
CITY:
CITY OF CERRITOS, a California charter city
Not to be executed unt1 Clos,ng
By: _________ _
Robert A Lopez, City Manager
31 EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
That certain real property in the City of Cerritos, County of Los Angeles, State of California legally described as follows:
PARCEL A:
PARCEL 1:
PARCEL 2 OF PARCEL MAP NO. 13868, IN THE CITY OF CERRITOS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 176, PAGES 7 AND 8 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2:
NON-EXCLUSIVE EASEMENTS FOR VEHICLE PARKING AND PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS OVER PARCEL 1 OF PARCEL MAP NO. 13868 AS RESERVED AND SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF RESERVATION AND GRANT OF EASEMENTS AND MAINTENANCE COVENANT" RECORDED FEBRUARY 22, 1985 AS INSTRUMENT NO. 85-206087, OF OFFICIAL RECORDS, SUBJECT TO THE TERMS AND PROVISIONS THEREIN CONTAINED.
PARCEL 3:
NON-EXCLUSIVE EASEMENTS FOR VEHICLE PARKING AND PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS OVER PARCELS 1 AND 2 OF PARCEL MAP NO. 14022, FILED IN BOOK 146, PAGES 99 AND 100 OF PARCEL MAPS, AS RESERVED AND SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF COVENANTS, CONDffiONS, RESTRICTIONS AND RESERVATION OF EASEMENTS", RECORDED NOVEMBER 19, 1981 AS INSTRUMENT NO. 81-1147414, OF OFFIOAL RECORDS, SUBJECT TO THE TERMS AND PROVISIONS THEREIN CONTAINED.
PARCEL 4:
NON-EXCLUSIVE EASEMENTS FOR VEHICLE INGRESS AND EGRESS OVER THAT CERTAIN DRIVEWAY ADJACENT ON THE NORTH TO PARCEL 1 OF PARCEL MAP NO. 13868, IN THE OTY OF CERRITOS, AS PER MAP FILED IN BOOK 176, PAGES 7 AND 8 OF PARCEL MAPS, AS GRANTED IN THAT CERTAIN DECLARATION OF GRANTS OF RECIPROCAL EASEMENTS RECORDED JANUARY 14, 1982 AS INSTRUMENT NO. 82-044269, OF OFFICIAL RECORDS, SUBJECT TO THE TERMS AND PROVISIONS THEREIN CONTAINED.
PARCEL 5:
NON-EXCLUSIVE EASEMENTS FOR VEHICLE PARKING AND PEDESTRIAN, VEHICULAR INGRESS AND EGRESS, AND DRAINAGE OVER PARCEL 1 OF PARCEL MAP NO. 13868, AS RESERVED AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "RECIPROCAL EASEMENT AGREEMENT", RECORDED AUGUST 8, 2006, AS INSTRUMENT NO. 06-1739996, OF OFFICIAL RECORDS, SUBJECT TO THE TERMS AND PROVISIONS THEREIN CONTAINED.
PARCEL 8: PARCEL 1:
01170.0020 2096771.5 TR Revisions 5.13.2026
32 THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 29, TOWNSHIP 3 SOUTH, RANGE 11 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF CERRITOS, COUNlY OF LOS ANGELES, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SAID NORTHWEST QUARTER; THENCE ALONG THE WESTERLY LINE OF SAID NORTHWEST QUARTER, NORTH 00° 50' 30" WEST 188.00 FEET TO A LINE PARALLEL WITH AND 188.00 FEET NORTHERLY (MEASURED AT RIGHT ANGLES) TO THE SOUTHERLY LINE OF SAID NORTHWEST QUARTER; THENCE ALONG SAID PARALLEL LINE NORTH 89°11'35" EAST 167.55 FEET TO A POINT IN A NON-TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET FROM WHICH A RADIAL LINE OF SAID CURVE BEARS NORTH 47°41'33" EAST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 31 ° 55' 57'' AN ARC DISTANCE OF 39.01 FEET TO A LINE PARALLEL WITH AND 200.00 FEET EASTERLY (MEASURED AT RIGHT ANGLES) TO SAID WESTERLY LINE; THENCE ALONG SAID LAST MENTIONED PARALLEL LINE, SOUTH 0°50'30" EAST 167.29 FEET TO SAID SOUTHERLY LINE; THENCE ALONG SAID SOUTHERLY LINE, SOUTH 89°11'35" WEST 200.00 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE WESTERLY 30.00 FEET AND THE SOUTHERLY 20.00 FEET THEREOF. SAID LAND IS SHOWN AS A PORTION OF PARCEL 1 AND PORTION OF STREETS ADJOINING ON PARCEL MAP FILED IN BOOK 5, PAGE 62 OF PARCEL MAPS, IN THE OFFICE OF THE COUNlY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, PETROLEUM, NATURAL GAS, MINERAL RIGHTS AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 VERTICAL FEET FROM THE SURFACE OF
SAID LAND, FOR THE PURPOSE OF EXPLORING FOR, EXTRACTING, MINING, BORING, REMOVING OR
MARKETING SAID SUBSTANCES, HOWEVER, WITHOUT ANY RIGHT UPON THE SURFACE OF SAID LAND AS RESERVED BY GUILD OIL CORPORATION, BY DEED RECORDED NOVEMBER 16, 1977 AS INSTRUMENT NO. 77-1265936, OF OFFICIAL RECORDS.
PARCEL 2:
NON-EXCLUSIVE EASEMENTS FOR VEHICLE PARKING AND PEDESTRIAN, VEHICULAR INGRESS AND EGRESS, AND DRAINAGE OVER PARCEL 1 OF PARCEL MAP NO. 13868, AS RESERVED AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "RECIPROCAL EASEMENT AGREEMENT", RECORDED AUGUST 8, 2006, AS INSTRUMENT NO. 06-1739996, OF OFFICIAL RECORDS, SUBJECT TO THE TERMS AND PROVISIONS THEREIN CONTAINED.
SAID PARCELS A & B ABOVE ARE ALSO SHOWN AS PARCEL 1 OF PARCEL MAP NO. 69366, IN BOOK 359, PAGES 26 AND 27 OF PARCEL MAPS IN THE COUNTY OF SAID COUNTY APN: 7010-016-904
01170.0020 2096771.5 TR Revisions 5.13.2026 2
33 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF ____ ) On _______ _, 202_ before me, ____________ , a notary public, personally appeared _____________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. l certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
SEAL:
01170.0020 2096771.5
34 EXHIBIT E
PARK PLAZA LEASE AMENDMENT
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Cerritos
18125 Bloomfield Avenue
Cerritos, CA 90703
Attn: City Clerk
APN 8940-060-019
THE UNDERSIGNED GRANTOR DECLARES:
Documentary Transfer Tax is: $-0- per R& T § 11922 as
transfer is to a governmental agency
(Space Above This Line for Recorder's Office Use Only)
(Exempt from Recording Fee per Gov. Code §6103)
FOURTH AMENDMENT TO
CERRITOS TOWNE CENTER GROUND LEASE
(PHASE 1 B - BUILDING 3)
12610 Park Plaza Drive
This FOURTH AMENDMENT TO CERRITOS TOWNE CENTER GROUND LEASE (this "Amendment") is made and entered into as of ___ _, 2026 (the "Amendment Date") by and between THE CITY OF CERRITOS, a California charter city ("Landlord"), and ALLIANCE OF SCHOOLS FOR COOPERATIVE INSURANCE PROGRAMS, a California joint powers authority ("Tenant").
RECITALS:
A Landlord, as successor-in-interest to The Cerritos Redevelopment Agency, and Tenant, as successor in-interest to CA-Cerritos Towne Center Limited Partnership, a Delaware limited partnership, are parties to that certain Cerritos Towne Center Ground Lease (Phase 18- ADP Parcel) dated June 9, 1989 ("Original Ground Lease"), a Memorandum of which Original Ground Lease was recorded on June 16, 1989, in the Los Angeles County Recorder's Office ("Recorder's Office") as Instrument Number 89-975569, for certain premises more particularly described therein.
B. The Original Ground Lease was amended by that certain Seventh Amendment and Modification to Cerritos Towne Center Area Development Plan 2 Third Amended and Restated Disposition and Development Agreement for Transpacific Development Company and Modification of Ground Leases dated September 25, 1997 ("Seventh DOA Modification"), and further amended by that certain (i) First Amendment to Cerritos Towne Center Ground Lease (Phase 18 - Building 3) dated March 26, 1998 and recorded on April 29, 1998 in the Recorder's Office as Instrument No. 98-712161 ("First Amendment"), (ii) Second Amendment to Cerritos Towne Center Ground Lease (Phase 18 - Building 3) dated June 23, 2006 and recorded on August 7, 2006 in the Recorder's Office as Instrument No. 06-1737668 ("Second Amendment") and (iii) Third Amendment to Cerritos Towne Center Ground Lease (Phase 1 B - Building 3) dated August 3, 2018 and recorded on August 15, 2018 as in the Recorder's Office 01170.0020 2096771.5
35 as Instrument No. 20180820529 ("Third Amendment"). The Original Lease, as amended by the Seventh DDA Modification, and as further amended by the First Amendment, the Second Amendment and the Third Amendment, is referred to herein as the "Ground Lease." C. Tenant is the owner in fee of certain real property improved as an office building located at 16550 Bloomfield Avenue, in the City of Cerritos, County of Los Angeles, State of California (APN 7010-016-904) (the "Bloomfield Property"), as more particularly described in the May _, 2026 Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions (the "PSA"}.
D. Landlord and Tenant have agreed that the fair market value of the Bloomfield Property is Five Million Seven Hundred Thousand Dollars and No Cents ($5,700,000.00}.
Landlord and Tenant have further agreed that the fair market value of the Bloomfield Property is equal to the cumulative amount of rent owed and due for the remainder of the Term of the Lease.
E. Pursuant to the PSA, Tenant has agreed to sell to Landlord, and Landlord has agreed to buy from Tenant, the Bloomfield Property in exchange for a prepaid rent credit for the Leased Premises as provided in this Amendment.
F. Landlord and Tenant desire to amend the Ground Lease consistent with the PSA as more particularly set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the parties agree as follows:
1. Defined Terms. Any capitalized term used but not defined in this Amendment shall have the same meaning given to such term in the Ground Lease.
2. Effective Date. This Amendment shall be effective on the date it is recorded in the Official Records of Los Angeles County ("Effective Date").
3. Gross Building Square Feet. Landlord and Tenant hereby acknowledge and agree that based on a building measurement performed in __ ,,the buildings on the Leased Premises contain 51,770 gross rentable square feet of building area (the "Existing GBSF").
4. Gross Rentable Square Feet. Landlord and Tenant hereby acknowledge and agree that based on a building measurement performed in __ , the buildings on the Leased Premises contain 50,227 gross rentable square feet of building area (the "Existing GRSF").
5. Amendment to Article 3 RENT PAYMENTS. As of the Effective Date, Article 3 of the Ground Lease is amended as follows:
A. A new Section 3.1.12 is added as follows:
"3.1.12 Rent Defined. All monetary obligations of Tenant under this Lease, shall be additional rent and deemed "rent" for purposes of this Lease. All rent to be paid by Tenant to Landlord shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand." 01170.0020 2096771.5 2
36 B. A new Section 3.4 is added as follows: "3.4. Prepaid Rent. 3.4.1 Prepaid Rent Amount. Landlord and Tenant acknowledge that Tenant has prepaid rent to Landlord in the amount of Five Million Seven Hundred Thousand Dollars and No Cents ($5,700,000.00) ("Prepaid Rent"). Landlord agrees that the Prepaid Rent shall constitute full satisfaction of all Tenant rent obligations attributable to the Existing GBSF and Existing GRSF from the Amendment Date through the remaining term of this Lease. Landlord and Tenant agree that the Prepaid Rent represents a good faith estimate of the present value of the rent payments to be made for the Existing GBSF and Existing GRSF over the remainder of the Lease term. No portion of the Prepaid Rent shall be refunded to Tenant during the Term of the Lease, except as provided in the Lease for Rent Credit under Section 3.
3.4.2 Application of Prepaid Rent. Landlord shall apply the Prepaid Rent to any rent as it becomes due and payable by Tenant under the Lease. Landlord shall provide Tenant with monthly notice of the rent due under the Lease and the application of Prepaid Rent.
3.4.3. No Modification of Rent. Except as provided in Section 3.4.1, nothing in this Section 3.4 shall be deemed to waive or amend the calculation of rent under the Lease.
3.4.4. Records. Landlord shall maintain records regarding the Prepaid Rent and its application pursuant to this Section 3.4. Upon written request, Landlord shall provide copies of such records to Tenant.
3.4.5 Account. Landlord is not required to keep the Prepaid Rent in a separate account."
4. Full Force and Effect. Except as set forth in this Amendment, the Lease remains in full force and effect. All references in the Lease to this "Lease" shall be deemed references to the Lease as modified by this Amendment.
5. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall be one and the same instrument.
6. Amendment Conditioned On PSA. This Amendment shall be of no force or effect unless and until Landlord and Tenant duly approve and execute the PSA.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date specified above.
TENANT: LANDLORD:
01170.0020 2096771.5 3
37 ALLIANCE OF SCHOOLS FOR
COOPERATIVE INSURANCE
PROGRAMS, a California joint powers
authority
By: - --------- Its:
--------
011 70.0020 2096771.5 4
CITY OF CERRITOS, a California charter
city
By:----------
Robert A. Lopez, City Manager
Dated:
_____ __ , 2026
ATTEST:
Cynthia Nava, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By:--------- Pam Lee, City Attorney
38 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF ____ )
On ________ , 202_ before me, ____________ , a notary public, personally appeared _____________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal.
Notary Public
SEAL:
01170.0020 2096771.5 1
39 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF ____ ) On ________ , 202_ before me, ____________ , a notary public, personally appeared _____________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
SEAL:
01170 0020 2096771.5 1