Agenda — Covina City Council, September 20, 2022 (part 3 of 3)

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12923‐0001\2712525v1.doc
Section 5. Execution. This Memorandum of Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Authority and the City have caused this Memorandum of Lease Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written.

CITY OF COVINA
By:

Chris Marcarello, City Manager
ATTEST:

Evelyn Leech, Acting Deputy City Clerk

CITY OF COVINA FINANCING

AUTHORITY
By:

Chris Marcarello, Executive Director
APPROVE AS TO FORM:

By: _______________________
Candice Lee, City Attorney

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12923‐0001\2712525v1.doc
State of California )
County of Los Angeles )
On ________________________, before me, _________________________________________, (insert name and title of the officer)
Notary Public, personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
State of California )
County of Los Angeles )
On ________________________, before me, _________________________________________, (insert name and title of the officer)
Notary Public, personally appeared , who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
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.

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.

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12923-0001\2712525v1.doc

EXHIBIT A

DESCRIPTION OF PROPERTY
Covina Center for Performing Arts located at 100-104 North Citrus Avenue and 110-112 North Citrus Avenue, Covina, California 91723 and the following:

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12923-0001\2712525v1.doc
$2,750,0000.00

LEASE AGREEMENT
dated October 1, 2022,
by and between the
Covina Public Financing Authority, as Lessor, and
the City of Covina, California, as Lessee,

CERTIFICATE OF ACCEPTANCE OF LEASE AGREEMENT
This is to certify that the interest in real property conveyed by the Lease Agreement, dated October 1, 2022, from the Covina Public Financing Authority, as lessor, to the City of Covina, California, as lessee (the “City”), as evidenced by the Memorandum of Lease Agreement recorded concurrently herewith, is hereby accepted by the undersigned officer on behalf of the City pursuant to authority conferred by resolution of the City Council of the City adopted on __, 2022, and the lessee consents to recordation thereof by its duly authorized officer.

Dated as of October ____, 2022 CITY OF COVINA
By:

Chris Marcarello
City Manager

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A-1
GOVERNMENT CODE SECTION 5852.1 DISCLOSURE
The following information consists of estimates that have been provided by Urban Futures, Inc., the City’s municipal advisor, and has been represented by such party to have been provided in good faith:
(A) True Interest Cost of the Note: 1.57%
(B) Finance Charge of the Note (sum of all fees and charges paid to third parties): $0 (C) Net Proceeds of the Note to be Received (net of finance charges, reserves and capitalized interest, if any): $2,750,000
(D) Total Payment Amount through Maturity of the Note: $3,225,664.62 The foregoing constitute good faith estimates only. The principal amount of the Note, the true interest cost of the Note, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to: (a) the actual date of the execution of the Note being different than the date assumed for purposes of such estimates; (b) the actual principal amount of Note being different from the estimated amount used for purposes of such estimates; (c) the actual amortization of the Note being different than the amortization assumed for purposes of such estimates; (d) the actual market interest rates at the time of sale of the Note being different than those estimated for purposes of such estimates; (e) other market conditions; or (f) alterations in the City’s financing plan, or a combination of such factors.

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Sep 14, 2022 5:43 pm Prepared by DBC Finance (Finance 8.600 Covina:SEP2022-2022INT) Page 1

SOURCES AND USES OF FUNDS
City of Covina
2022 Interfund Loan Agreement
***Good Faith Estimates***
Dated Date 12/01/2022
Delivery Date 12/01/2022
Sources:

Bond Proceeds:

Par Amount 2,750,000.00
2,750,000.00
Uses:

Project Fund Deposits:

Project Fund 2,750,000.00
2,750,000.00

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Sep 14, 2022 5:43 pm Prepared by DBC Finance (Finance 8.600 Covina:SEP2022-2022INT) Page 2

BOND SUMMARY STATISTICS
City of Covina
2022 Interfund Loan Agreement
***Good Faith Estimates***
Dated Date 12/01/2022
Delivery Date 12/01/2022
Last Maturity 12/01/2042
Arbitrage Yield 1.570000%
True Interest Cost (TIC) 1.570000%
Net Interest Cost (NIC) 1.570000%
All-In TIC 1.570000%
Average Coupon 1.570000%
Average Life (years) 11.017
Duration of Issue (years) 9.940
Par Amount 2,750,000.00
Bond Proceeds 2,750,000.00
Total Interest 475,664.62
Net Interest 475,664.62
Total Debt Service 3,225,664.62
Maximum Annual Debt Service 161,283.24
Average Annual Debt Service 161,283.23
Underwriter's Fees (per $1000)
Average Takedown
Other Fee
Total Underwriter's Discount
Bid Price 100.000000
Par Average Average PV of 1 bp
Bond Component Value Price Coupon Life change
Serial Bond 2,750,000.00 100.000 1.570% 11.017 4,702.50 2,750,000.00 11.017 4,702.50
All-In Arbitrage
TIC TIC Yield
Par Value 2,750,000.00 2,750,000.00 2,750,000.00
+ Accrued Interest
+ Premium (Discount)
- Underwriter's Discount
- Cost of Issuance Expense
- Other Amounts
Target Value 2,750,000.00 2,750,000.00 2,750,000.00
Target Date 12/01/2022 12/01/2022 12/01/2022
Yield 1.570000% 1.570000% 1.570000%

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Sep 14, 2022 5:43 pm Prepared by DBC Finance (Finance 8.600 Covina:SEP2022-2022INT) Page 3

BOND PRICING
City of Covina
2022 Interfund Loan Agreement
***Good Faith Estimates***
Maturity
Bond Component Date Amount Rate Yield Price
Serial Bond:
12/01/2023 118,108.23 1.570% 1.570% 100.000
12/01/2024 119,962.53 1.570% 1.570% 100.000
12/01/2025 121,845.94 1.570% 1.570% 100.000
12/01/2026 123,758.92 1.570% 1.570% 100.000
12/01/2027 125,701.94 1.570% 1.570% 100.000
12/01/2028 127,675.46 1.570% 1.570% 100.000
12/01/2029 129,679.97 1.570% 1.570% 100.000
12/01/2030 131,715.94 1.570% 1.570% 100.000
12/01/2031 133,783.88 1.570% 1.570% 100.000
12/01/2032 135,884.29 1.570% 1.570% 100.000
12/01/2033 138,017.67 1.570% 1.570% 100.000
12/01/2034 140,184.55 1.570% 1.570% 100.000
12/01/2035 142,385.45 1.570% 1.570% 100.000
12/01/2036 144,620.90 1.570% 1.570% 100.000
12/01/2037 146,891.45 1.570% 1.570% 100.000
12/01/2038 149,197.64 1.570% 1.570% 100.000
12/01/2039 151,540.04 1.570% 1.570% 100.000
12/01/2040 153,919.22 1.570% 1.570% 100.000
12/01/2041 156,335.75 1.570% 1.570% 100.000
12/01/2042 158,790.23 1.570% 1.570% 100.000
2,750,000.00
Dated Date 12/01/2022
Delivery Date 12/01/2022
First Coupon 06/01/2023
Par Amount 2,750,000.00
Original Issue Discount
Production 2,750,000.00 100.000000%
Underwriter's Discount
Purchase Price 2,750,000.00 100.000000%
Accrued Interest
Net Proceeds 2,750,000.00

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Sep 14, 2022 5:43 pm Prepared by DBC Finance (Finance 8.600 Covina:SEP2022-2022INT) Page 4

BOND DEBT SERVICE
City of Covina
2022 Interfund Loan Agreement
***Good Faith Estimates***
Period
Ending Principal Coupon Interest Debt Service
12/01/2023 118,108.23 1.570% 43,175.00 161,283.23
12/01/2024 119,962.53 1.570% 41,320.70 161,283.23
12/01/2025 121,845.94 1.570% 39,437.28 161,283.22
12/01/2026 123,758.92 1.570% 37,524.30 161,283.22
12/01/2027 125,701.94 1.570% 35,581.30 161,283.24
12/01/2028 127,675.46 1.570% 33,607.78 161,283.24
12/01/2029 129,679.97 1.570% 31,603.26 161,283.23
12/01/2030 131,715.94 1.570% 29,567.30 161,283.24
12/01/2031 133,783.88 1.570% 27,499.36 161,283.24
12/01/2032 135,884.29 1.570% 25,398.94 161,283.23
12/01/2033 138,017.67 1.570% 23,265.56 161,283.23
12/01/2034 140,184.55 1.570% 21,098.68 161,283.23
12/01/2035 142,385.45 1.570% 18,897.78 161,283.23
12/01/2036 144,620.90 1.570% 16,662.34 161,283.24
12/01/2037 146,891.45 1.570% 14,391.78 161,283.23
12/01/2038 149,197.64 1.570% 12,085.60 161,283.24
12/01/2039 151,540.04 1.570% 9,743.18 161,283.22
12/01/2040 153,919.22 1.570% 7,364.00 161,283.22
12/01/2041 156,335.75 1.570% 4,947.48 161,283.23
12/01/2042 158,790.23 1.570% 2,493.00 161,283.23
2,750,000.00 475,664.62 3,225,664.62

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RESOLUTION CC 2022-105

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, AMENDING THE FISCAL YEAR 2022-2023 OPERATING BUDGET TO APPROPRIATE $1,820,000 FROM THE MEASURE CC
FUND AND $2,750,000 FROM THE SEWER FUND IN CONJUNCTION

WITH OTHER SPECIFIED FUNDING SOURCES FOR THE PURPOSE

OF FUNDING THE PURCHASE OF THE COVINA THEATER
PROPERTY LOCATED AT 100-112 N. CITRUS AVENUE, AND
ESTABLISH FUND 6400 AS THE TREATER FUND
WHEREAS, the City of Covina is a municipal corporation duly organized and existing pursuant to the Constitution and laws of the State of California; and WHEREAS, the budget for the City of Covina for fiscal year commencing July 1, 2022 and ending June 30, 2023 was approved on May 17, 2022; and WHEREAS, the approved budget is in accordance with all applicable ordinances of the City and all applicable statutes of the State; and
WHEREAS, on occasion, the City Council will deem it necessary to amend the Operating Budget to create a new budget allocation in order to facilitate a project the City Council deems necessary and important; and
WHEREAS, those amendments (allocations) to the Budget shall be by approval and memorialized by Resolution of the City Council; and
WHEREAS, the Covina City Council wishes to establish a new Budget allocation in order to fund the purchase of the Covina Theater property for the citizens of the City of Covina.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY HEREBY FINDS, DETERMINES AND RESOLVES AS FOLLOWS:

SECTION 1. Establish Fund 6400 as the Theater Fund and Amend the fiscal year 2022- 2023 Operating Budget as follows:

Fund/Account Description Budget Increase Amount

1. 63000000-56710-
THETR
Sewer Fund – Theater Loan $2,750,000

2. 10600000-59160 Measure CC Fund – Transfer Out $1,820,000

3. 64003800-48XXX Theater Fund Loan Proceeds $2,750,000

4. 64003800-49110 Theater Fund – Measure CC Transfer In $1,820,000

5. 64003800-55100 Treater Buildings & Structures $3,850,000

6. 64003800-5xxxx Theater Operating Expenses $720,000
SECTION 2. The City Clerk shall certify to the adoption of this resolution.

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Resolution CC 2022-105 Page 2 of 2
SIGNED AND APPROVED this 20th day of September, 2022.

City of Covina, California
BY:

PATRICIA CORTEZ, Mayor
ATTEST:
______________________________________
FABIAN VELEZ, Deputy City Clerk

CERTIFICATION
I, Fabian Velez, Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2022-105 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 20th day of September, 2022, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

Dated:
__________________________________________
FABIAN VELEZ, Deputy City Clerk

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1 Purch & Sale Agmt_09142022
100-104 N. Citrus Avenue, Covina

PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of this _____ day of ___________, 2022 (the "Effective Date"), by and between Christopher Champion and Retha C. Champion, Trustees UTD 5/7/01 FBO Champion Family Foundation ("Seller"), and the City of Covina ("Purchaser"), with reference to the following facts:

A. Seller is the owner of the Property, as hereinafter defined, located at 100–104 N. Citrus Avenue, Covina, CA 91723 bearing APN 8445-009-043.

B. Purchaser desires to purchase the Property from Seller, and Seller desires to sell the Property to Purchaser on the terms and conditions set forth herein.

C. Contemporaneously herewith, Purchaser and Seller's affiliate, Christopher Champion and Retha Carolyn Champion, Trustees of the Champion Family Trust, dated July 14, 1987, are entering into that certain Purchase and Sale Agreement ("110-112 N. Citrus Purchase Agreement") for the sale and purchase of that certain real property located at 110-112 N. Citrus Avenue, Covina, CA 91723, as more particularly described therein. Purchaser and Seller desire to consummate the transaction contemplated herein contemporaneously with the transaction contemplated under the terms and conditions of the 110- 112 N. Citrus Purchase Agreement.

NOW, THEREFORE, IN CONSIDERATION of the foregoing and the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE 1: PROPERTY/PURCHASE PRICE

1.1 Certain Basic Terms.
(a) Purchaser and Notice Address:

City of Covina
Attn: City Clerk
125 E. College Street
Covina, CA 91723
(b) Seller and Notice Address:

Champion Family Foundation
c/o Christopher Champion
100 N. Citrus Avenue, #C
Covina, CA 91723
With a copy to:

Grant, Genovese & Baratta, LLP
Attn: Christopher M. Lekawa, Esq.
2030 Main Street, Suite 1600
Irvine, CA 92614

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2 Purch & Sale Agmt_09142022
100-104 N. Citrus Avenue, Covina
(c) Title Company:

First American Title Insurance Co.

Attn: Mike Brinkman &
Bobby Hatfield
18500 Von Karman Avenue, Suite 600
Irvine, CA 92612
E-mail: [email protected]
[email protected]
(d) Escrow Agent:

First American Title Insurance Co.

Attn: Ryan Hahn &
Bobby Hatfield
18500 Von Karman Avenue, Suite 600
Irvine, CA 92612
E-mail: [email protected]
[email protected]
(e) Date of this Agreement: Same as Effective Date.
(f) Purchase Price: Four Million Seven Hundred Forty Thousand Dollars ($4,740,000.00).
(g) Earnest Money: (i) An initial deposit of Thirty-Eight Thousand Dollars ($38,000.00) (the "Initial Deposit"), and (ii) any
Additional Deposits under Section 1.3 below, plus
interest thereon while held by Escrow Agent.
(h) Due Diligence Period: The period commencing on the Effective Date and ending on the date that is seventy-five (75) calendar
days from the Effective Date after mutual execution of
this Agreement. Subject to Section 1.3 below,
Purchaser shall have two (2) options (each an
"Inspection Period Option", and collectively, the
"Inspection Period Options") to extend the Due
Diligence Period for a period of thirty (30) calendar
days each.
(i) Closing Date: The date mutually agreed upon by the parties, but in no circumstance later than the date that is fifteen (15) calendar days following the expiration of the Due
Diligence Period, as the same may be extended
pursuant to Section 1.1(h) above.
(j) Broker: For the Purchaser:

Springstead & Associates,
Attn: Carol Springstead
3300 Irvine Avenue, Suite 250
Newport Beach, CA 92660
For the Seller:

CBRE
Attn: Kyle Barratt
234 S Brand Boulevard, Suite 800
Glendale, CA, 91204

1.2 Property. Subject to the terms of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the following property (the "Property"):

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3 Purch & Sale Agmt_09142022
100-104 N. Citrus Avenue, Covina
(a) All of Seller's right, title, and interest in the land commonly known as Champion Center for the Performing Arts located at 100–104 N. Citrus Avenue, Covina, CA 91723, as more particularly described on Exhibit A (the "Land"), together with all of Seller's right, title, and interest in the improvements located on the Land, if any (the "Improvements") (collectively, the "Real Property"). (b) All of Seller's right, title, and interest in and to all fixtures, furniture, equipment, and other tangible personal property, if any, owned by Seller (the "Personal Property") presently located on such Real Property but excluding those certain items particularly described on Schedule 1.2(b)(ii) and incorporated herein (collectively, the "Excluded Personal Property"). (c) All of Seller's interest, as landlord, in the "Leases", being all existing leases of the Improvements and all amendments thereto; the Leases are described on Schedule 1.2(c). Seller shall not enter into any other leases (unless and until this Agreement is terminated by a party for an uncured default by the other party).
(d) All of Seller's right, title, and interest, if any, in and to all of the following items to the extent assignable and without warranty (the "Intangible Personal Property"): (i) licenses, permits, and other governmental approvals and entitlements relating to the Property, (ii) the right to use the name of the Property and existing telephone numbers used by the Seller exclusively in connection with the Property, (iii) if still in effect, guaranties and warranties received by Seller from any contractor, manufacturer, or other person in connection with the construction, maintenance, repair, or operation of the Property, if any, and (iv) any architectural or engineering plans or drawings related to the Property in Seller's possession and control.

1.3 Initial Deposit; Additional Deposits. The Initial Deposit in immediately available federal funds evidencing Purchaser's good faith to perform Purchaser's obligations under this Agreement shall be deposited by Purchaser with the Escrow Agent within three (3) Business Days following Purchaser's execution and delivery of this Agreement. Following the expiration of the Due Diligence Period, the Initial Deposit shall be deemed "non-refundable" and shall be remitted to and retained by Seller, except as a result of a material and uncured default by Seller as set forth in Section 8.2 below resulting in termination of this Agreement by Purchaser (as opposed to enforcement of this Agreement by Purchaser by an action for specific performance). Prior to the expiration of the Due Diligence Period, if Purchaser fails to terminate this Agreement prior to the expiration of the Due Diligence Period pursuant to Section 2.5, then the Initial Deposit shall be deemed non-refundable. If Purchaser elects to exercise an Inspection Period Option, then, at each election, Purchaser shall deliver written notice to Seller at least five (5) Business Days prior to the then scheduled date of expiration of the Due Diligence Period together with a payment of immediately available federal funds in the amount of Fifteen Thousand Two Hundred Dollars ($15,200.00) (each, an "Additional Deposit"). Each Additional Deposit shall be deemed "non-refundable" and shall be immediately remitted to and retained by Seller, except as a result of a material and uncured default by Seller as set forth in Section 8.2 below or a failure by Seller to timely authorize invasive testing, as set forth in Sections 2.3 and 2.4 below; however, the Additional Deposits shall become part of the Earnest Money and shall be applied to the Purchase Price at the Close of Escrow.

1.4 Earnest Money. The Earnest Money shall be held, credited, and disbursed by the Escrow Agent and/or Seller pursuant to the provisions of this Agreement. The Earnest Money shall be applied to the Purchase Price at Closing.

1.5 Independent Consideration. Notwithstanding anything to the contrary contained in this Agreement, Purchaser and Seller acknowledge and agree that if the Earnest Money is returned to the Purchaser pursuant to any of the provisions of this Agreement, the Escrow Agent shall retain One Hundred Dollars ($100.00)

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4 Purch & Sale Agmt_09142022
100-104 N. Citrus Avenue, Covina
from the Earnest Money and shall pay such amount to Seller as independent consideration paid by Purchaser to Seller for Seller's execution and delivery of this Agreement.

ARTICLE 2: INSPECTIONS

2.1 Property Information. Seller shall deliver or make available at the Property to Purchaser within fifteen (15) days of the mutual execution and delivery of this Agreement by Purchaser and upon receipt of the Earnest Money by Escrow Agent, to the extent available and in Seller's possession and control, the information more particularly described in Schedule 2.1 and incorporated herein and any other documents provided by Seller ("Property Information"). Except as otherwise expressly provided herein, Seller makes no representations or warranties as to the accuracy or completeness of the Property Information. Nothing herein shall affect any obligation that Seller may have under California law to disclose material facts about the Property known to Purchaser.

2.2 Confidentiality of Property Information. The Property Information and all other information other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Property by Purchaser, its affiliates, lenders, employees, partners, attorneys, accountants, advisors, and other professionals or agents relating to the Property will be treated by Purchaser, its affiliates, lenders, employees, partners, attorneys, accountants, advisors, and agents as confidential and will not be disclosed to anyone other than on a need-to-know basis and to Purchaser's consultants and attorneys who agree to maintain the confidentiality of such information. If this Agreement is terminated or if for any reason the Closing does not occur, Purchaser shall promptly return the Property Information to Seller. The confidentiality provisions of this Section 2.2 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall use commercially reasonable efforts to provide Seller with written notice before making any such disclosure.

2.3 Inspections in General. During the Due Diligence Period and if this Agreement is not terminated by Purchaser as provided below up to and through the Closing Date, Purchaser, its agents, and employees shall have the right to enter upon the Property for the purpose of making non-invasive inspections at Purchaser's sole risk, cost, and expense subject to the rights of tenants under Leases. If a Phase I environmental report or other inspection report recommends invasive testing, Purchaser shall so notify Seller in writing and shall provide a copy of the recommendation to Seller along with a scope of work that defines the Phase II investigations to be performed on the Property and the names and contact information of all duly licensed and insured parties who will be performing any inspections or invasive testing (collectively, the "Invasive Testing Plans"); if Seller does not authorize such invasive testing within ten (10) Business Days thereafter, then Purchaser may terminate this Agreement and the Earnest Money (including any Additional Deposits) shall be returned to Purchaser. Before any such entry, Purchaser (and any party performing any Seller-approved Invasive Testing Plans) shall provide Seller with a certificate of insurance naming Seller as an additional insured on Purchaser's commercial general liability policy with general aggregate coverage in an amount not less than Two Million Dollars ($2,000,000.00). All of such entries upon the Property shall be at reasonable times during normal business hours and after at least two (2) Business Days' prior notice to Seller, and Seller or Seller's agent shall have the right to accompany Purchaser during any activities performed by Purchaser on the Property. Purchaser shall not contact any tenant of the Property, any employees or contractors of Seller, or any governmental agency or instrumentality (except that Purchaser may submit written requests to governmental agencies to confirm compliance with zoning, building, and safety codes and ordinances) without obtaining Seller's prior written consent, which may be withheld in its sole and absolute discretion; provided, however, Purchaser agrees to deliver to Seller copies of: (x) all letters and other formal, written correspondence with any governmental agency, and (y) all written documents entered into or to be entered into between Purchaser and any such governmental agency. Upon at least two (2) Business Days' prior written notice and request from Purchaser

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5 Purch & Sale Agmt_09142022
100-104 N. Citrus Avenue, Covina
(or such greater time periods as may be required by applicable leases), Seller shall notify tenants of the Property and permit Purchaser to view leased and occupied space subject to the rights of tenants under their Leases. If any inspection or test disturbs the Property, Purchaser will promptly restore the Property to the same condition as existed before the inspection or test. PURCHASER SHALL DEFEND AND

INDEMNIFY SELLER AND HOLD SELLER, SELLER'S MEMBERS, MANAGERS, OFFICERS,

DIRECTORS, TRUSTEES, BENEFICIARIES, TENANTS, AGENTS, CONSULTANTS, ATTORNEYS,

CONTRACTORS, AND EMPLOYEES, SELLER'S AFFILIATES (HEREINAFTER DEFINED) AND

THE PROPERTY HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, LOSSES, COSTS,

DAMAGES, CLAIMS, OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, MECHANIC'S AND

MATERIALMEN'S LIENS AND SELLER'S ATTORNEYS' FEES TO THE EXTENT ARISING OUT

OF OR IN CONNECTION WITH PURCHASER'S INSPECTION OF THE PROPERTY AS ALLOWED HEREIN OR OTHERWISE; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING,

PURCHASER, TO THE EXTENT SUCH CONDITION IS NOT EXACERBATED BY PURCHASER,

SHALL NOT BE LIABLE TO SELLER FOR THE MERE DISCOVERY OF ANY CONDITION WHICH EXISTED UPON THE PROPERTY PRIOR TO PURCHASER'S INSPECTION. "Seller's Affiliates" means (a) any entity that directly or indirectly controls, is controlled by, or is under common control with the Seller, or (b) any entity at least a majority of whose economic interest is owned by Seller; and the term "control" means the power to direct the management of such entity through voting rights, ownership or contractual obligations. The provisions of this Section 2.3 shall survive the Closing or the earlier termination of this Agreement.

2.4 Environmental Inspections and Release. The inspections under Section 2.3 may include a noninvasive Phase I environmental asbestos inspection and radon testing of the Property, but no Phase II environmental site assessment or other invasive inspection or sampling of soils, water, air or other materials, including, without limitation, construction materials for analytical testing either as part of the Phase I inspection or any other inspection shall be performed without the prior written consent of Seller, which may be withheld in its sole and absolute discretion, and if consented to by Seller, the proposed scope of work and the party who will perform the work shall be subject to Seller's review and approval. At Seller's request, Purchaser shall deliver to Seller copies of any Phase I, Phase II, or other environmental report to which Seller consents as provided above. If a Phase I environmental report or other inspection report recommends invasive testing along with the Invasive Testing Plans, Purchaser shall so notify Seller in writing and shall provide a copy of the recommendation to Seller; if Seller does not authorize such invasive testing within ten (10) Business Days thereafter, then Purchaser may terminate this Agreement and the Earnest Money (including any Additional Deposits) shall be returned to Purchaser. PURCHASER, FOR

ITSELF AND ANY ENTITY AFFILIATED WITH PURCHASER, WAIVES AND RELEASES SELLER

AND SELLER'S AFFILIATES (AS HEREAFTER DEFINED) FROM AND AGAINST ANY

LIABILITY OR CLAIM RELATED TO THE PROPERTY ARISING UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, THE RESOURCE

CONSERVATION AND RECOVERY ACT, AND THE TOXIC SUBSTANCE CONTROL ACT, ALL

AS AMENDED, OR ANY OTHER CAUSE OF ACTION BASED ON ANY OTHER STATE, LOCAL,

OR FEDERAL ENVIRONMENTAL LAW, RULE OR REGULATION (COLLECTIVELY, "ENVIRONMENTAL LAWS"). The provisions of this Section 2.4 shall survive the Closing or any earlier termination of this Agreement.

2.5 Termination During Due Diligence Period. If during the Due Diligence Period Purchaser reasonably determines that the Property is unacceptable for Purchaser's purposes, Purchaser shall have the right to terminate this Agreement by giving Seller and Escrow Agent written notice of termination on or before expiration of the Due Diligence Period, in which event the Initial Deposit and any Additional Deposits (less any cancellation or termination fees charged by Escrow Agent) shall be refunded to Purchaser and neither party shall incur any further obligations under this Agreement with the exception of those which

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expressly survive termination. If Purchaser fails to give notice of termination prior to the expiration of the Due Diligence Period, then this Agreement shall continue in full force and effect.

2.6 AS-IS Sale and Purchase. Nothing in this Section 2.6 shall relieve Seller from any obligations it may have under applicable law to disclose to Purchaser material facts about the Property that are known to Seller. Purchaser acknowledges by its initials as set forth below that the provisions of this Section 2.6 have been required by Seller as a material inducement to enter into the contemplated transactions and the intent and effect of such provisions have been explained to Purchaser by Purchaser's counsel and have been understood and agreed to by Purchaser.
(a) Purchaser's Acknowledgments. As a material inducement to Seller to enter into this Agreement and to convey the Property to Purchaser, Purchaser hereby acknowledges and agrees that:

I. AS-IS. PURCHASER IS PURCHASING THE PROPERTY IN ITS EXISTING

CONDITION, AND PURCHASER ACKNOWLEDGES AND AGREES THAT TO THE

MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS, WHERE-IS, WITH ALL FAULTS"

BASIS AND THAT SELLER HAS NO OBLIGATIONS TO MAKE REPAIRS,

REPLACEMENTS, OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE BE EXPRESSLY STATED HEREIN. PURCHASER REPRESENTS, WARRANTS, AND COVENANTS TO

SELLER THAT, EXCEPT FOR SELLER'S EXPRESS REPRESENTATIONS AND

WARRANTIES SPECIFIED IN THIS AGREEMENT, PURCHASER IS RELYING SOLELY UPON PURCHASER'S OWN INVESTIGATION OF THE PROPERTY.
________________________
Purchaser's Initials
II. No Representations. Other than the express representations and warranties of Seller contained in Section 7.1 hereof, neither Seller nor any person or entity acting by or on behalf of Seller, nor any direct or indirect partner, officer, director, member, manager, trustee, beneficiary, employee, agent, consultant, attorney, affiliate, successor, or assign of Seller (collectively, the "Seller Group") has made any representation, warranty, inducement, guarantee, promise, agreement, assurance, or statement, oral or written, of any kind to Purchaser upon which Purchaser is relying, or in connection with which Purchaser has made or will make any decisions concerning the Property or its vicinity including its use, condition, value, entitlements, condemnation actions (current or prospective), compliance with Governmental Regulations (as defined below), existence or absence of Hazardous Substances (as defined below), or the permissibility, feasibility, or convertibility of all or any portion of the Property for any particular use or purpose, including its present or future prospects for sale, lease, development, occupancy or suitability as security for financing. Any representation, warranty, agreement, statement, guarantee or promise made by any person acting on behalf of the Seller Group which is not contained in this Agreement shall not be valid or binding on Seller. As used herein, the term "Governmental Regulations" means any laws (including Environmental Laws), ordinances, rules, requirements, resolutions, policy statements, and regulations (including those relating to land use, subdivision, zoning, Hazardous Substances, occupational health and safety, handicapped access, water, earthquake hazard reduction, and building and fire codes) of any governmental or quasi-governmental body or agency claiming jurisdiction over the Property. As used in this Agreement, the following definitions shall apply:
"Hazardous Substances" shall mean any substance or material that is described as a toxic or hazardous substance, waste, or material or a pollutant or contaminant, or words of similar import, in any of the Environmental Laws and includes asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for

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fuel, or any mixture thereof), petroleum-based products and petroleum additives and derived substances, lead-based paint, mold, fungi or bacterial matter, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive matter, medical waste, and chemicals which may cause cancer or reproductive toxicity.
________________________
Purchaser's Initials
III. No Implied Warranties. EXCEPT FOR ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF SELLER SET FORTH IN SECTION 7.1 OF THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS AND NEGATES: (A) ALL WARRANTIES

IMPLIED BY LAW ARISING OUT OF OR WITH RESPECT TO THE EXECUTION OF THIS

AGREEMENT, ANY ASPECT OR ELEMENT OF THE PROPERTY OR THE

PERFORMANCE OF SELLER'S OBLIGATIONS HEREUNDER INCLUDING ALL IMPLIED

WARRANTIES OF MERCHANTABILITY, HABITABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY WARRANTY, GUARANTY, OR

REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR

CONCERNING (I) THE NATURE AND CONDITION OF THE PROPERTY OR OTHER

ITEMS CONVEYED HEREUNDER, INCLUDING THE WATER, SOIL, AND GEOLOGY,

THE SUITABILITY THEREOF AND OF THE PROPERTY OR OTHER ITEMS CONVEYED

HEREUNDER FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY

ELECT TO CONDUCT THEREON, THE EXISTENCE OF ANY ENVIRONMENTAL

HAZARDS OR CONDITIONS THEREON (INCLUDING TO THE PRESENCE OF ASBESTOS

OR OTHER HAZARDOUS SUBSTANCES) OR COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAWS; (II) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY,

LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CURRENT, OR POTENTIAL EMINENT DOMAIN PROCEEDINGS, CONDITION OR OTHERWISE; (III)

THE COMPLIANCE OF THE PROPERTY OR OTHER ITEMS CONVEYED HEREUNDER OR ITS OPERATION WITH ANY GOVERNMENTAL REGULATIONS; (IV) VALUE; (V) THE INCOME TO BE DERIVED FROM THE PROPERTY; (VI) THE SUITABILITY OF THE

PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY

CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (VII) THE HABITABILITY, MERCHANTABILITY,

MARKETABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (VIII) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (IX) THE CONFORMITY OF THE PROPERTY TO PAST, CURRENT, OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS; (X) ADEQUACY OR SUFFICIENCY OF ANY UNDERSHORING; (XI) ADEQUACY OR SUFFICIENCY OF ANY DRAINAGE; (XII) THE FACT THAT ALL OR A PORTION OF THE

PROPERTY MAY OR MAY NOT BE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; (XIII) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY; OR (XIV) ANY OTHER MATTER. ________________________
Purchaser's Initials
IV. Information Supplied by Seller. PURCHASER FURTHER ACKNOWLEDGES

AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE

PROPERTY AND REVIEW INFORMATION AND DOCUMENTATION AFFECTING THE

PROPERTY INCLUDING THE DOCUMENTS AND MATERIALS, PURCHASER IS

RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND REVIEW OF

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SUCH INFORMATION AND DOCUMENTATION AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. PURCHASER SPECIFICALLY

ACKNOWLEDGES AND AGREES THAT, (A) SELLER HAS MADE NO REPRESENTATION

OR WARRANTY OF ANY NATURE CONCERNING THE ACCURACY OR

COMPLETENESS OF ANY DOCUMENTS DELIVERED OR MADE AVAILABLE FOR

INSPECTION BY SELLER TO PURCHASER, INCLUDING THE DOCUMENTS AND

MATERIALS, (B) PURCHASER HAS UNDERTAKEN SUCH INSPECTIONS OF THE

PROPERTY AS PURCHASER DEEMS NECESSARY AND APPROPRIATE, AND (C)

PURCHASER IS RELYING SOLELY UPON SUCH INVESTIGATIONS AND NOT ON ANY

OF THE DOCUMENTS AND MATERIALS OR ANY OTHER INFORMATION PROVIDED TO PURCHASER BY OR ON BEHALF OF SELLER. AS TO THE DOCUMENTS AND

MATERIALS, PURCHASER SPECIFICALLY ACKNOWLEDGES THAT THEY HAVE BEEN

PREPARED BY OR OBTAINED FROM VARIOUS THIRD PARTIES AND A VARIETY OF

SOURCES WITH WHOM PURCHASER HAS NO PRIVITY AND THAT SELLER HAS NOT

MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH

INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR

COMPLETENESS OF SUCH INFORMATION AND PURCHASER ACKNOWLEDGES AND

AGREES THAT NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, HAS

BEEN MADE NOR SHALL ANY BE DEEMED TO HAVE BEEN MADE TO PURCHASER

WITH RESPECT TO ANY AND ALL DOCUMENTS AND MATERIALS, EITHER BY THE SELLER GROUP OR BY ANY THIRD PARTIES THAT PREPARED THE SAME.

PURCHASER AGREES TO FULLY AND IRREVOCABLY RELEASE ALL SUCH SOURCES

OF INFORMATION AND PREPARERS OF INFORMATION AND DOCUMENTATION

AFFECTING THE PROPERTY WHICH WERE RETAINED BY SELLER FROM ANY AND

ALL CLAIMS THAT THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST

SUCH SOURCES AND PREPARERS OF INFORMATION FOR ANY COSTS, LOSS,

LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM SUCH INFORMATION OR DOCUMENTATION. SELLER IS NOT LIABLE OR

BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,

REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR THE

OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON.
________________________
Purchaser's Initials
V. Assumption/Release. Purchaser and the other Purchaser Related Parties (as defined below) hereby (a) assume the risk of adverse matters, including adverse physical conditions, defects, construction defects, Hazardous Substances, and environmental, health, safety and welfare matters which may not have been revealed by Purchaser's investigation and evaluation of the Property, and (b) fully and irrevocably release Seller and each other member of the Seller Group from any and all claims that Purchaser and/or the other Purchaser Related Parties may have or thereafter acquire against the Seller Group (or any of them) for any cost, loss, liability, damage, expense, demand, action or cause of action ("Claims") arising from or related to any matter of any nature relating to and condition of the Property or the purchase of the Property by Purchaser from Seller pursuant to this Agreement and the documents to be exchanged at Closing, including, without limitation, (i) any Claims arising in connection with any latent or patent construction defects, errors or omissions, compliance with law matters, Hazardous Substances, and other environmental matters within, under or upon, or in the vicinity of the Property, (ii) any and all Claims Purchaser may now or hereafter have to seek contribution from Seller or any other member of the Seller Group under the Comprehensive Environmental Response, Compensation and Liability Act of 1980

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("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C.A. §9613), as the same may be further amended or replaced by any similar law, rule or regulation, (iii) any and all rights Purchaser may now or hereafter have against Seller or any other member of the Seller Group under similar state and/or local laws, as the same may be further amended or replaced by any similar law, rule or regulation, (iv) any and all Claims, whether known or unknown, now or hereafter existing, with respect to the Property under Section 107 of CERCLA (42 U.S.C.A. §9607), (v) any and all claims Purchaser may now or hereafter have against Seller or any other member of the Seller Group, whether known or unknown, now or hereafter existing, based upon nuisance, trespass or any other common law or statutory provisions, and (vi) any statutory or common law right Purchaser may have to receive disclosures from Seller, including any disclosures as to the Property's location within areas designated as subject to flooding, fire, seismic or earthquake risks by any federal, state, or local entity, the need to obtain flood insurance, the certification of water heater bracing and/or the advisability of obtaining title insurance, or any other condition or circumstance affecting the Property, its financial viability, use or operation, or any portion thereof. This release includes Claims of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist in its favor which, if known by Purchaser, would materially affect Purchaser's release of Seller and each other member of the Seller Group.

Notwithstanding anything to the contrary set forth in this Section 2.6(a)(V), the foregoing releases are not intended to and do not cover (i) any claims arising from a breach of Seller's representations or warranties expressly set forth in this Agreement, or (ii) any other breach by Seller of an express obligation of Seller under this Agreement which by its terms survives the Close of Escrow.

VI. Covenant Not to Sue. Purchaser, on its own behalf and on behalf of each of the other Purchaser Related Parties, covenants and agrees never to sue or otherwise commence or prosecute any action or other proceeding against Seller or any other member(s) of the Seller Group for a claim released pursuant to this Agreement or the transactions contemplated herein. If any of the Purchaser Related Parties asserts a claim that is contrary to the releases in this Section 2.6 ("Releases"), Purchaser shall indemnify, defend, and hold harmless Seller and any other member of the Seller Group against whom such claim is asserted for all costs (including court costs, expert fees, and reasonable attorneys' fees) and liabilities incurred by Seller and/or any other member of the Seller Group in connection with such action or proceeding. The parties hereto agree that this Section 2.6(a)(VI) (the "Covenant Not to Sue") may be pleaded by any of the Seller Group as a full and complete defense to any action or proceeding by a Purchaser Related Party that is contrary to the terms of the Releases and may be asserted as a basis for abatement of or injunction against said action or proceeding and as a basis for a cross-complaint for damages therein. If a Purchaser Related Party breaches the Covenant Not to Sue, any of the Seller Group damaged thereby shall be entitled to recover, and Purchaser shall hold harmless and indemnify any such member of the Seller Group from and against not only the amount of any judgment which may be awarded in favor of such damaged Seller Group member, but also for such other actual damages, costs, and expenses as may be incurred by such damaged Seller Group member, including court costs, reasonable attorneys' fees, and all other costs and expenses in preparing the defense of, defending against, or seeking and obtaining abatement of, or injunction against, such action or proceeding and establishing and maintaining the applicability of the Releases and this Covenant Not to Sue.

VII. Survival. The provisions of this Section 2.6 shall survive the Close of Escrow.

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ARTICLE 3: TITLE AND SURVEY REVIEW

3.1 Delivery of Title Commitment. Purchaser acknowledges receipt of a title commitment issued by the Title Company, File No: NCS-1137756-SA1, dated June 28, 2022 (the "Title Commitment")1, covering the Property together with copies of all documents referenced in the Title Commitment. Purchaser, at its option and expense, may update the survey provided by Seller in the Property Information, if any (the "Existing Survey") or obtain a current survey (the "Survey") of the Property; provided, however, that in either case, Purchaser shall cause the same to be ordered within five (5) Business Days of the Effective Date. In the event Purchaser obtains a current survey, Purchaser agrees to cause a copy of said Survey to be delivered to Seller prior to the expiration of the Due Diligence Period.

3.2 Title Review and Cure. Purchaser shall review title to the Property as disclosed by the Title Commitment, the Existing Survey, and if obtained, the Survey, and shall provide Seller with written notice of any objections to any matters shown in the Title Commitment (the "Title Objection Notice") within five (5) Business Days of receipt of the Title Commitment and the Existing Survey or new Survey, if any.

Seller shall respond to Purchaser's Title Objection Notice within five (5) days after delivery to Seller of the Title Objection Notice in the event Seller agrees to address any of the matters addressed in the Title Objection Notice. In the event Seller does not respond with five (5) days of delivery to Seller of the Title Objection Notice, Seller shall be deemed to have elected not to address the Purchaser's objections in the Title Objection Notice, and Purchaser may then terminate this Agreement within the subsequent five (5) Business Day period (as also described below). Seller shall have no obligation to cure any title objections except (i) prior years' real estate taxes, (ii) real estate taxes for the 6 month property tax period in which the closing occurs (Purchaser being exempt from property taxes, and will cooperate with Seller in Seller's obtaining a refund of property taxes paid by Seller that are allocable to the period after the closing), and (iii) liens and/or deeds of trust ("Monetary Liens"), which liens Seller shall cause to be paid off in full, discharged, and released of record at the Closing. Seller further agrees to remove any exceptions or encumbrances to title which are intentionally created by Seller after the Date of this Agreement without Purchaser's express written consent. If Purchaser is not satisfied with Seller's response or failure to respond, Purchaser's sole remedy shall be to terminate this Agreement by giving written notice to Seller and Escrow within five (5) Business Days of Seller's response or failure to respond to the Title Objection Notice. If any amended Title Reports or amended Surveys are issued after the time for Purchaser's Title Objection Notice or Seller's response thereto, Purchaser shall have five (5) Business Days following receipt of the same to review the amendment and to accept or reject any new matters which do not arise from the act or omission to act on the part of Purchaser or its agents (the "New Exception(s)") and which the same shall be deemed accepted by Purchaser unless Purchaser delivers written notice of rejection to Seller on or before the expiration of said five (5) Business Day period (the "Purchaser's Supplemental Title Notice"). If any New Exception(s) is timely rejected by Purchaser, then Seller shall have the right, but not the obligation, within fifteen (15) days following delivery of the Purchaser's Supplemental Title Notice (and the Closing Date shall be extended to accommodate said fifteen (15) day period) to cause the objection to be removed. If Seller does not elect to cure or is not able to cure the objection within fifteen (15) days following delivery of the Purchaser's Supplemental Title Notice, then Purchaser may (within five (5) Business Days following the expiration of such fifteen (15) day period) either: (i) waive the objection, or (ii) terminate this Agreement, and if Purchaser elects to terminate this Agreement then the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement).

Notwithstanding anything to the contrary contained herein this Agreement, Purchaser acknowledges and agrees Purchaser may not terminate this Agreement as a result of Seller failing to cure any objection made by Purchaser related to any item or exception referenced in the original Title Commitment. 1 NTD: PSA for 110-112, Title Commitment No. is File No: 1137756A, dated June 28, 2022

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3.3 Delivery of Title Policy at Closing. As a condition to Purchaser's obligation to close, Escrow Agent shall deliver to Purchaser at Closing an Owner's Policy of Title Insurance (the "Title Policy"), issued by the Title Company as of the date and time of the recording of the Deed in the official records of the county where the Property is located, in the amount of the Purchase Price, insuring Purchaser as owner of good, marketable, and insurable fee title to the Property and subject only to the Permitted Exceptions (as hereinafter defined). Seller or Seller's property manager shall execute at Closing an affidavit or indemnity in such form reasonably acceptable to Seller as the Title Company shall require for the issuance of the Title Policy. The Title Policy may be delivered after Closing if that is customary in the locality; provided, however, as a condition to Purchaser's obligation to close, the Title Company shall be prepared to deliver at Closing a "marked" title commitment or "pro-forma title policy" subject only to the Permitted Exceptions at Closing. The term "Permitted Exceptions" shall mean (i) the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that Seller is not required to remove as provided above; (ii) items shown on the Existing Survey or the Survey, if obtained, which Seller is not required to remove as provided above, and if no Survey is obtained, all matters that would be disclosed by an accurate survey; (iii) assessments not yet due and payable (there shall be no exception for property taxes); (iv) tenants in possession as tenants only under the Leases; and (v) matters caused or suffered by Purchaser.

ARTICLE 4: OPERATIONS AND RISK OF LOSS

4.1 Ongoing Operations. During the pendency of this Agreement, Seller shall carry on its business and activities relating to the Property and maintain insurance coverages substantially in the same manner as it did before the Date of this Agreement.

4.2 Performance Under Leases. During the pendency of this Agreement, Seller will perform its obligations under the Leases (as defined in the Bill of Sale and Assignment of Leases, attached hereto as Exhibit B) and other agreements that may affect the Property.

4.3 No New Contracts; No New Leases. Following the expiration of the Due Diligence Period, Seller shall not (i) enter into new leases or materially amend or materially modify any Leases, or (ii) enter into any service contract or similar obligation that will be an obligation affecting the Property subsequent to the Closing.

4.4 Termination of Service Contracts. All service contracts servicing the Property shall be terminated by Seller and not assumed by Purchaser.

4.5 Damage. Risk of loss to the Property due to fire, or flood, before the Closing shall reside with Seller. If following the Date of this Agreement and before the Closing the Property or any portion thereof shall be materially damaged, then Purchaser may terminate this Agreement by written notice to Seller given within five (5) days after Purchaser learns of the damage or taking, in which event the Earnest Money (less any cancellation or termination fees charged by Escrow Agent) shall be immediately remitted to Purchaser and this Agreement shall terminate and neither party shall have any further obligations under this Agreement with the exception of those which expressly survive termination. If the Closing Date is within the aforesaid five (5) day period, then Closing shall be extended to the next Business Day following the end of said five (5) day period. If no such election is made and in any event if the damage is not material, this Agreement shall remain in full force and effect and the purchase contemplated herein shall be effected with no further adjustment, and upon the Closing of this purchase, Seller shall assign, transfer, and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction. For the purposes of this Section, the phrases "material damage" and "materially damaged" means damage reasonably expected to exceed five percent (5%) of the Purchase Price to repair.

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ARTICLE 5: CLOSING

5.1 Closing. The consummation of the transaction contemplated herein ("Closing") shall occur on the Closing Date at the offices of the Escrow Agent, in person or by overnight or electronic delivery of documents and funds. Notwithstanding anything to the contrary contained herein, as a result of the novel coronavirus disease 2019 outbreak, to the extent (a) that offices of the beneficiary(ies) of the deed(s) of trust recorded on the Property are closed and/or the Title Company or the Escrow Agent experiences delays in receiving any payoff(s), confirmation(s), and/or release(s) related to any Monetary Liens, (b) the Title Company or Escrow Agent close their offices, such delay in the Closing shall not be deemed an Event of Default, and instead, the parties hereby agree that the Closing Date, as defined herein, shall be extended on a day-by-day basis until all parties, including the Escrow Agent, have received all items required to effectuate the Closing as contemplated by this Agreement.

5.2 Conditions to the Parties' Obligations to Close.
(a) The obligation of Purchaser to consummate the transaction contemplated hereunder is contingent upon the following:
(i) Seller's representations and warranties contained in Section 7.1 shall be true and correct in all material respects as of the Date of this Agreement and the Closing Date; (ii) As of the Closing Date, Seller shall have performed its obligations hereunder and all deliveries to be made at Closing have been tendered; and (iii) The transaction contemplated by that certain 110-112 N. Citrus Purchase Agreement shall be prepared to close, in accordance with the terms and conditions thereof, simultaneously with the Closing herein on the Closing Date (it being intended that the closing under this Agreement not occur unless the closing under the 110-112 N. Citrus Purchase Agreement also occurs).
(b) The obligation of Seller to consummate the transaction contemplated hereunder is contingent upon the following:
(i) Purchaser's representations and warranties contained herein shall be true and correct in all material respects as of the Date of this Agreement and the Closing Date; (ii) As of the Closing Date, Purchaser shall have performed its obligations hereunder and all deliveries to be made at Closing have been tendered; (iii) The transaction contemplated by that certain 110-112 N. Citrus Purchase Agreement shall be prepared to close, in accordance with the terms and conditions thereof, simultaneously with the Closing herein on the Closing Date (it being intended that the closing under this Agreement not occur unless the closing under the 110-112 N. Citrus Purchase Agreement also occurs).

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liability on the part of the other party for non-satisfaction of such condition or for breaches of representations and warranties of which the party electing to close had actual knowledge as of the Closing. If Purchaser elects not to close in accordance with the terms of this Section 5.2, the Earnest Money shall be remitted to Seller unless the failure constitutes or is due to a material default or a breach by Seller hereunder at Closing, in which event the terms and provisions of Section 8.1 shall control.

5.3 Seller's Deliveries in Escrow. On or before one (1) Business Day preceding the Closing Date, Seller shall deliver in escrow to the Escrow Agent the following:
(a) Grant Deed. A grant deed in substantially the same form as Exhibit C attached hereto used to convey real property in Los Angeles County, California (the "Deed") conveying Seller's title to the Real Property to Purchaser, duly executed and acknowledged by Seller. (b) Bill of Sale and Assignment of Leases. A Bill of Sale and Assignment of Leases in the form of Exhibit B attached hereto (the "Assignment"), executed by Seller. (c) State Law Disclosures. Such disclosures and reports as are required by California state and local law in connection with the conveyance of real property (including, without limitation, a FIRPTA statement/affidavit and a California Form 590/593 such that no withholding is required of Purchaser or Escrow Agent), it being understood that Purchaser may terminate this Agreement if any new disclosure is material, adverse, and is reasonably unacceptable.
(d) Notices to Tenants. Notices to the tenants under the Leases in the forms attached hereto as Exhibit D (the "Notices to Tenants").
(e) Additional Documents. Any additional documents that the Title Company may reasonably require of Seller for the proper consummation of the transaction contemplated by this Agreement.

5.4 Purchaser's Deliveries in Escrow. On or before one (1) Business Day preceding the Closing Date, Purchaser shall deliver in escrow to the Escrow Agent the following:
(a) Purchase Price. The Purchase Price, less the Earnest Money previously deposited that is applied to the Purchase Price, plus or minus applicable prorations deposited by Purchaser with the Escrow Agent in immediate, same-day federal funds wired for credit into the Escrow Agent's escrow account at a bank satisfactory to Seller.
(b) Bill of Sale and Assignment of Leases. A counterpart of the Assignment, executed by Purchaser.
(c) State Law Disclosures. Such disclosures and reports as are required by California state and local law in connection with the conveyance of real property. (d) Certificate of Acceptance. A Certificate of Acceptance for the Grant Deed, duly executed and acknowledged, for recording with the Grant Deed, in the form required by California law for a valid conveyance of real property to a city and in the form required by the Title Company to issue the Title Policy to Purchaser, a copy of which is attached hereto as Exhibit E. (e) Notices to Tenants. Counterparts of the Notices to Tenants.

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(f) Additional Documents. Any additional documents that the Title Company may reasonably require of Purchaser for the proper consummation of the transaction contemplated by this Agreement.

5.5 Closing Statements. At the Closing, Seller and Purchaser shall deposit with the Escrow Agent executed closing statements consistent with this Agreement in the form required by the Escrow Agent.

5.6 Title Policy. The Title Policy shall be delivered at Closing as provided in Section 3.3.

5.7 Possession. Seller shall deliver possession of the Property to Purchaser at the Closing subject to the Leases and the Permitted Exceptions.

5.8 Costs. Each party shall pay its portion of the following costs as indicated below:
(a) Survey – Purchaser;
(b) Title Policy:
(i) Basic or standard premium, including search and exam fees – Seller; (ii) Any extended coverage and any endorsements – Purchaser; (iii) if applicable, Mortgagee/Lender's Title Policy and endorsements – Purchaser. (c) State and county documentary, transfer, excise, and similar taxes or fees – Purchaser; (d) Recording charges:
(i) Instruments to remove encumbrances that Seller is obligated to remove – Seller; (ii) Deed – Purchaser.
(e) Appraisals, engineering studies, termite inspections, environmental inspections, and other inspections and tests desired by Purchaser – Purchaser; (f) Escrow Fees – The Escrow Agent's escrow fee shall be evenly divided between the parties.

The terminating party shall pay any escrow cancellation fee or other fees due upon termination of this Agreement, unless due to a default, in which event the defaulting party shall pay such fees;
(g) Broker – Any fees and commissions charged by Broker shall be paid by Seller pursuant to separate written agreement;
(h) Other – Each party shall pay its own attorneys' fees. All other costs shall be borne according to local custom.

5.9 Close of Escrow. The Escrow Agent, as agent for the Title Company, shall agree in writing with Seller and Purchaser that (1) recordation of the Deed constitutes its representation that it is holding the closing documents, closing funds, and closing statement and is prepared and irrevocably committed to disburse the closing funds in accordance with the closing statements, and (2) release of closing funds to the Seller shall irrevocably commit it to issue the Title Policy and send the Tenant Notices to the tenants under the Leases by certified mail. Upon satisfaction or completion of the foregoing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the documents described above

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to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser and in accordance with escrow instructions by each party consistent with this Agreement.

ARTICLE 6: PRORATIONS

6.1 Prorations. The day of Closing shall belong to Purchaser and all prorations hereinafter provided to be made as of the Closing shall each be made as of the end of the day before the Closing Date. In each such proration set forth below, the portion thereof applicable to periods beginning as of Closing shall be credited or charged to Purchaser and the portion thereof applicable to periods ending as of Closing shall be credited or charged to Seller.
(a) Taxes and Assessments. Assessments imposed by governmental authority and any assessments imposed by private covenant constituting a lien or charge on the Property for the then current calendar year or other current tax period (collectively, "Taxes") not yet due and payable shall be prorated.

Property taxes shall not be prorated; Purchaser is exempt from property taxes; Seller shall pay all property taxes for the 6 month property tax billing period in which the Closing occurs, and Purchaser shall cooperate in good faith with Seller’s obtaining a refund of property taxes allocable to the period after Closing. If the Closing occurs prior to the receipt by Seller of the tax bill for the calendar year or other applicable tax period in which the Closing occurs, Purchaser and Seller shall prorate Taxes for such calendar year or other applicable assessment period based upon the most recent ascertainable assessed values and assessment rates. Any refund for any pending tax appeal for periods preceding the Closing Date shall belong to Seller.

No new tax appeal proceedings shall be commenced following the Date of this Agreement. (b) Collected Rent. All rent and other collected revenues and reimbursements under the Leases in effect on the Closing Date shall be prorated if collected. Seller shall be charged and Purchaser shall be credited with any rent and other income collected by Seller before Closing but applicable to any period of time after Closing. Any prepaid rents for the period following the Closing Date shall be paid over by Seller to Purchaser through Escrow. Any unpaid rents shall be assigned to Purchaser for collection following the Closing but shall be remitted by Purchaser to Seller or retained by Purchaser as appropriate based on the proration as of the Closing Date. Any rents received by Purchaser after Closing to the extent paid for a period of time prior to Closing shall first be applied to any rents due and payable during the month of Closing, then to any rents then due and payable for the period following Closing and thereafter to Seller for any delinquent rents owing from the period of time prior to Closing. (c) Utilities. Utilities, including water, sewer, electric, and gas based upon the last reading of meters prior to the Closing shall be prorated if paid or payable by Seller. Seller shall endeavor to obtain meter readings on the day before the Closing Date, and if such readings are obtained, there shall be no proration of such items. Seller shall pay at Closing the bills therefor for the period to the day preceding the Closing, and Purchaser shall pay the bills therefor for the period subsequent thereto. If the utility company will not issue separate bills, Purchaser will receive a credit against the Purchase Price for Seller's portion and will pay the entire bill prior to delinquency after Closing. If Seller has paid any utilities no more than thirty (30) days in advance in the ordinary course of business, then Purchaser shall be charged its portion of such payment at Closing. Seller shall receive a credit at Closing for the amount of utility reimbursements billed to residents but not collected as of the Closing Date. (d) Fees and Charges under Licenses and Permits. Fees and charges under such of the licenses, and permits as are being assigned to and assumed by Purchaser at the Closing on the basis of the periods to which such licenses, and permits relate shall be prorated.

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basis as soon as invoices or bills or payment information is available with final adjustment to be made as soon as reasonably possible after the Closing to the effect that income and expenses are received and paid by the parties on an accrual basis with respect to their period of ownership. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice which notice shall contain in reasonable detail a calculation evidencing such adjustment. Seller shall have reasonable access to, and the right to inspect and audit, Purchaser's books to confirm the final prorations.

6.3 [Intentionally omitted.]

6.4 Tenant Deposits. All refundable tenant security deposits in Seller's possession and not theretofore applied to tenant obligations under the Leases (the "Security Deposits"), shall be credited to Purchaser and charged to Seller at Closing. As of the Closing, Purchaser shall assume Seller's obligations related to tenant Security Deposits so credited. Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any Security Deposits transferred to Purchaser and will reimburse Seller for any reasonable expenses (including all reasonable attorneys' fees) incurred or that may be incurred by Seller as a result of any such claims or demands by tenants.

6.5 Utility Deposits. To the extent Purchaser elects to continue any utility service or with any utility service provider, Purchaser shall be responsible for making such deposits required with said utility companies due to the change in ownership of the Property or in order to have any deposits made by Seller released at Closing.

6.6 Sale Commissions. Seller and Purchaser represent and warrant each to the other that they have not dealt with any real estate broker, salesperson, or finder in connection with this transaction other than Broker.

If any claim is made for broker's or finder's fees or commissions in connection with the negotiation, execution, or consummation of this Agreement or the transactions contemplated hereby, each party shall defend, indemnify, and hold harmless the other party from and against any such claim based upon any statement, representation, or agreement of such party. This Section 6.6 shall survive Closing and delivery of the Deed.

ARTICLE 7: REPRESENTATIONS AND WARRANTIES

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limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively, a "Person") named in any executive orders or lists published by the Office of Foreign Assets Control, Department of the Treasury ("OFAC") as Persons with whom a United States Citizen (a "U.S. Person") may not transact business or must limit their interactions to types approved by OFAC ("Specially Designated Nationals and Blocked Persons").

As used in this Agreement, "Seller's knowledge" means the current actual knowledge of Chris Champion, without any duty of inquiry or investigation. Purchaser's sole rights in the event of a breach of any of the foregoing representations and warranties actually discovered prior to Closing and not cured within five (5) days shall be to elect either (i) to terminate this Agreement, following which the Earnest Money (less any cancellation or termination fees charged by Escrow Agent) shall immediately be remitted to Purchaser and neither party shall have any further obligations hereunder except those which expressly survive termination, or (ii) to proceed to Closing, waiving any claim against Seller and releasing Seller from any liability or obligations in connection therewith. Seller's maximum aggregate liability for damages arising from all breaches of the foregoing representations first discovered after Closing shall be limited to Purchaser's actual damages (and specifically excluding consequential, punitive, and exemplary damages) not to exceed an amount equal to the aggregate Earnest Money deposit made by Purchaser pursuant to this Agreement.

7.2 Purchaser's Representations and Warranties. As a material inducement to Seller to execute this Agreement and consummate this transaction, Purchaser represents and warrants to Seller that:
(a) Authority. Purchaser has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Purchaser at the Closing will be authorized and properly executed and constitutes or will constitute, as appropriate, the valid and binding obligation of Purchaser enforceable in accordance with their terms. (b) Conflicts. There is no agreement to which Purchaser is a party or to Purchaser's knowledge binding on Purchaser which is in conflict with this Agreement. (c) Compliance with International Trade Control Laws and OFAC Regulations. Purchaser (without reference to its constituent entities) is not now nor shall it be at any time prior to or at the Closing a Person named in any executive orders or lists published by OFAC as a Specially Designated National and Blocked Person.
(d) No Purchaser Bankruptcy. Purchaser is not the subject of a bankruptcy, insolvency or probate proceeding
ARTICLE 8: DEFAULT AND DAMAGES

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realize and recognize Seller will sustain but which Purchaser and Seller agree would be impracticable or extremely difficult to calculate at this time if Purchaser so defaults. Based on all those considerations, Purchaser and Seller agree that the Earnest Money, together with the interest thereon (and the Extension Fee, if any), represents a reasonable estimate of Seller's damages. Seller agrees to accept the Earnest Money and any amounts due Seller pursuant to Section 10.10 as Seller's total damages and relief hereunder if Purchaser defaults in its obligations to close hereunder, Seller waiving all other rights and remedies.

Seller's right to receive the Earnest Money is intended not as a penalty but as full liquidated damages. The right to receive the Earnest Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) sue Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Earnest Money and any amounts due Seller pursuant to Section 10.10. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) sue Seller or seek or claim a refund of the Earnest Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

8.2 Default by Seller. If Seller defaults in its obligation to close hereunder or otherwise defaults in its obligations hereunder in any material respect which remains uncured for a period of ten (10) days following written notice, Purchaser's sole remedy shall be to elect one of the following: (a) to terminate this Agreement, in which event Purchaser shall be entitled to the return of the Earnest Money, or (b) to bring a suit for specific performance. Purchaser agrees not to file a lis pendens or other similar notice against the Property except in connection with the proper filing of a suit for specific performance.

ARTICLE 9: EARNEST MONEY PROVISIONS

9.1 Investment and Use of Funds. The Escrow Agent shall not commingle the Earnest Money with any funds of the Escrow Agent or others. If the Closing under this Agreement occurs, the Escrow Agent shall apply the Earnest Money (which includes any interest accrued thereon while the Earnest Money is in escrow) against the Purchase Price due Seller at Closing.

9.2 Contract Termination. Upon a termination of this Agreement, either party to this Agreement (the "Terminating Party") may give written notice to the Escrow Agent and the other party (the "NonTerminating Party") of such termination and the reason for such termination. Such request shall also constitute a request for the release of the balance of the Earnest Money held by Escrow Agent to the Terminating Party if so entitled under this Agreement. The Non-Terminating Party shall then have five (5) Business Days in which to object in writing to the release of the Earnest Money to the Terminating Party, except in the event of a termination pursuant to Section 2.5 where no further consent shall be required. If the Non-Terminating Party provides a timely objection and the Earnest Money is in the possession of Escrow Agent, then the Escrow Agent shall retain the balance of the Earnest Money held by Escrow Agent until it receives written instructions executed by both Seller and Purchaser as to the disposition and disbursement of the Earnest Money or until ordered by final court order, decree, or judgment, which is not subject to appeal, to deliver the Earnest Money to a particular party in which event the Earnest Money shall be delivered in accordance with such notice, instruction, order, decree, or judgment.

9.3 Interpleader. Seller and Purchaser mutually agree that in the event of any controversy regarding the Earnest Money, unless mutual written instructions are received by the Escrow Agent directing the Earnest Money's disposition, the Escrow Agent shall not take any action but instead shall await the disposition of any proceeding relating to the Earnest Money or, at the Escrow Agent's option, the Escrow Agent may interplead all parties and deposit the Earnest Money with a court of competent jurisdiction in which event the Escrow Agent may recover all of its court costs and reasonable attorneys' fees. Seller or

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Purchaser, whichever loses in any such interpleader action, shall be solely obligated to pay such costs and fees of the Escrow Agent as well as the reasonable attorneys' fees of the prevailing party in accordance with the other provisions of this Agreement.

9.4 Liability of Escrow Agent. The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience that the Escrow Agent shall not be deemed to be the agent of either of the parties and that the Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith and not in disregard of this Agreement, but shall be liable for its negligent acts and for any loss, cost, or expense incurred by Seller or Purchaser resulting from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its duties.

SELLER AND PURCHASER SHALL JOINTLY AND SEVERALLY INDEMNIFY AND HOLD THE

ESCROW AGENT HARMLESS FROM AND AGAINST ALL COSTS, CLAIMS, AND EXPENSES,

INCLUDING REASONABLE ATTORNEYS' FEES INCURRED IN CONNECTION WITH THE

PERFORMANCE OF THE ESCROW AGENT'S DUTIES HEREUNDER, EXCEPT WITH RESPECT

TO ACTIONS OR OMISSIONS TAKEN OR MADE BY THE ESCROW AGENT IN BAD FAITH, IN

DISREGARD OF THIS AGREEMENT, OR INVOLVING NEGLIGENCE ON THE PART OF THE ESCROW AGENT.

ARTICLE 10: MISCELLANEOUS

10.1 Parties Bound. Except for an assignment pursuant to this Section 10.1 or Section 10.16, neither party may assign this Agreement without the prior written consent of the other and any such prohibited assignment shall be void. Notwithstanding anything to the contrary, no assignment permitted under this Agreement shall relieve the assigning party of any liability hereunder, whether arising before or after the date of such assignment. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective legal representatives, successors, assigns, heirs, and devisees of the parties.

10.2 Confidentiality. Purchaser shall make no public announcement or disclosure of this Agreement or any non-public information related to this Agreement to outside brokers or third parties before the Closing without the prior written consent of Seller. Purchaser shall not record this Agreement or any memorandum of this Agreement. The confidentiality provisions of this Section 10.2 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Seller with written notice before making any such disclosure.

The provisions of this Section 10.2 shall survive Closing and the delivery and recordation of the Deed.

10.3 Headings. The article and section headings of this Agreement are for convenience only and in no way limit or enlarge the scope or meaning of the language hereof.

10.4 Invalidity and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall not be deemed to be a waiver of such party's right to enforce against the other party the same or any other such term or provision in the future.

10.5 GOVERNING LAW AND CONSENT TO JURISDICTION. THIS AGREEMENT SHALL

BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE

OF CALIFORNIA WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT TO INTERPRET, ENFORCE, OR

CONSTRUE ANY PROVISION OF THIS AGREEMENT MUST BE COMMENCED AND

MAINTAINED IN THE DISTRICT COURT OF THE STATE OF CALIFORNIA, COUNTY OF

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LOS ANGELES OR, IF THE DISTRICT COURT LACKS OR DECLINES JURISDICTION, IN

THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF CALIFORNIA AND EACH

PARTY HEREBY CONSENTS TO THE JURISDICTION OF THE ABOVE COURTS IN ANY SUCH ACTION AND TO THE LAYING OF VENUE IN THE STATE OF CALIFORNIA. ANY

PROCESS IN ANY SUCH ACTION SHALL BE DULY SERVED IF MAILED BY REGISTERED

MAIL, POSTAGE PREPAID, TO THE PARTIES AT THEIR RESPECTIVE ADDRESS DESCRIBED IN SECTION 1.1 HEREOF.

10.6 Survival. Unless otherwise expressly stated in this Agreement, each of the covenants, obligations, representations, and agreements contained in this Agreement shall survive the Closing and the execution and delivery of the Deed required hereunder only for a period of six (6) months immediately following the Closing Date; provided, however, the indemnification provisions of Sections 2.3, 2.6, 6.4, and 6.6 and the provisions of Section 6.2 shall survive the termination of this Agreement or the Closing, whichever occurs, and shall not be merged until the applicable statute of limitations with respect to any claim, cause of action, suit, or other action relating thereto shall have fully and finally expired. Any claim brought after Closing based upon a misrepresentation or a breach of a warranty contained in Article 7 of this Agreement shall be actionable or enforceable if and only if: (i) notice of such claim is given to the party which allegedly made such misrepresentation or breached such covenant, obligation, warranty, or agreement within three (3) months after the Closing Date; and (ii) the amount of damages or losses as a result of such claim suffered or sustained by the party making such claim exceeds Twenty-Five Thousand Dollars ($25,000.00).

10.7 No Third Party Beneficiary. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any person or entity as a third party beneficiary or otherwise.

10.8 Entire Agreement. This Agreement and any other document to be furnished pursuant to the provisions hereof embody the entire agreement and understanding of the parties hereto as to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to in such documents. This Agreement and such documents supersede all prior agreements and understandings among the parties with respect to the subject matter hereof.

10.9 Time. Time is of the essence in the performance of this Agreement.

10.10 Attorneys' Fees. If any action is brought by any party to this Agreement to enforce or interpret its terms or provisions, the prevailing Party will be entitled to reasonable attorney fees and costs incurred in connection with such action prior to and at trial and on any appeal therefrom. The provisions of this Section

10.10 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Agreement.

10.11 Notices and Deliveries. All notices required or permitted hereunder shall be in writing and shall be served on the parties at the addresses set forth in Section 1.1. Any such notices shall be either (a) sent by overnight delivery using a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) Business Day after deposit with such courier, (b) sent by certified mail, in which case notice shall be deemed delivered upon the date of delivery or attempted delivery shown on the return receipt.

A party's address may be changed by written notice to the other party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. Notices given by counsel to the Purchaser shall be deemed given by Purchaser, notices given by counsel to the Seller shall be deemed given by Seller, and notices given to a party's counsel shall be deemed given to the party. As used herein, "Business Day" shall mean any day other than a Friday,

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Saturday, Sunday or California or federal holiday on which national banks in Los Angeles County, California are customarily closed.

10.12 Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction – to the effect that any ambiguities are to be resolved against the drafting party – shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

10.13 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, unless such last day is a Saturday, Sunday, or legal holiday for national banks in the location where the Property is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local time where the Escrow Agent is located unless otherwise noted. Any funds or documents delivered to Title Company or Escrow Agent shall only be delivered on a Business Day, and any funds or documents delivered after 2:00 p.m. local time where the Escrow Agent is located shall be deemed delivered on the next Business Day.

10.14 Procedure for Indemnity. The following provisions govern actions for indemnity under this Agreement. Promptly after receipt by an indemnitee of notice of any claim, such indemnitee will, if a claim in respect thereof is to be made against the indemnitor, deliver to the indemnitor written notice thereof and the indemnitor shall have the right to participate in such proceeding and, if the indemnitor agrees in writing that it will be responsible for any costs, expenses, judgments, damages, and losses incurred by the indemnitee with respect to such claim to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnitee shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnitor if the indemnitee reasonably believes that representation of such indemnitee by the counsel retained by the indemnitor would be inappropriate due to actual or potential differing interests between such indemnitee and any other party represented by such counsel in such proceeding. The failure of indemnitee to deliver written notice to the indemnitor within a reasonable time after indemnitee receives notice of any such claim shall relieve such indemnitor of any liability to the indemnitee under this indemnity only if and to the extent that such failure is prejudicial to its ability to defend such action, and the omission so to deliver written notice to the indemnitor will not relieve it of any other liability that it may have to any indemnitee. If an indemnitee settles a claim without the prior written consent of the indemnitor, then the indemnitor shall be released from liability with respect to such claim unless the indemnitor has unreasonably withheld such consent.

10.15 Execution in Counterparts. This Agreement may be executed in two (2) or more fully or partially executed counterparts, each of which will be deemed an original binding the signer thereof against the other signing parties but all counterparts together will constitute one (1) and the same instrument. To facilitate execution of this Agreement, the parties may execute and exchange by telephone facsimile or electronic mail counterparts of the signature pages.

10.16 Section 1031 Exchange. Either seller may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an "Exchange") pursuant to §1031 of the Internal Revenue Code of 1986, as amended (the "Code"), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party's obligations under this Agreement; (b) the exchanging party shall effect its Exchange through an assignment of this Agreement or its rights under this Agreement to a qualified intermediary or a member of Seller; (c) Purchaser shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other

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party; and (d) Seller shall pay any additional costs that would not otherwise have been incurred by the Purchaser had the Seller not consummated the transaction through an Exchange.

10.17 Amendment and Modification. Subject to applicable law, this Agreement may be amended, modified, or supplemented only by a written agreement signed by Purchaser and Seller.

10.18 WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE

PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10.19 Limitation of Liability. Purchaser acknowledges that the liability of Seller shall be limited to its interests in the Property, and the proceeds of sale, and shall not extend to any individual member, partner, officer, director, employee, agent, contractor or other person acting for or on behalf of Seller, in the absence of fraud.
[Remainder of Page Left Blank Intentionally – Signature Pages Follow]

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SIGNATURE PAGE TO

PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first written above.

PURCHASER:

City of Covina
By:

Name: Chris Marcarello
Title: __________________________

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SIGNATURE PAGE TO

PURCHASE AND SALE AGREEMENT
Escrow Agent has executed this Agreement in order to confirm that the Escrow Agent has received and shall hold the Earnest Money and the interest earned thereon, in escrow, and shall disburse the Earnest Money, and the interest earned thereon, pursuant to the provisions of this Agreement.

Date: , 2022 FIRST AMERICAN TITLE INSURANCE COMPANY
By:

Name: Ryan Hahn
Title: Certified Senior Escrow Officer
Escrow Agent

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SCHEDULE 1.2(b)(ii)
List of Excluded Personal Property
1) Any items of personal property owned by tenants, any managing agent or others 2) Original Copper Etchings depicting Shakespeare's Plays:
a) Merry Wine's of Windsor
b) King Richard the Third
c) Hamlet
d) Winter's Tale
e) Cymbeline
f) The Alto Relieo
g) Merchant of Venice
h) King Henry the Fourth
i) King Henry the Fifth
j) King Henry the Sixth
k) Julius Cesar
l) Temptest
3) Lounge Art Work:
a) Beatles picture by and signed by Linda McCarthy
b) Marilyn Monroe painting by Mark Lewis
c) Louie Armstrong painting by Neal Boyle
d) Louie Armstrong painting by Neal Boyle
e) Black and White sketch by Myserdorf
f) Black and White sketch by Myserdorf
4) Pianos:
a) Lounge Pianos
i) Kawai Baby Grand/Player Piano
b) Basement Pianos
i) Kawai Upright Piano
ii) Kawai Baby Grand Piano
5) All framed magazine covers located at the property – Approximately 30 frames.

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SCHEDULE 1.2(c)
List of Leases

1. That certain Standard Multi-Tenant Office Lease – Gross dated as of August 24, 2018, entered into by and between Christopher and Retha Champion and BKEC Inc., a California corporation dba Arlington Cremation Services, as amended by that certain 1st Amendment to Lease dated as of July 20, 2020, entered into by and between Christopher and Retha Champion and BKEC Inc., a California corporation dba Arlington Cremation Services for approximately 1,200 square feet of that certain real property located at 100-104 N. Citrus Avenue, Suite A, Covina, CA 91723;

2. That certain Communication Site Lease Agreement (Building) dated as of December 7, 2009, entered into by and between Champion Family Foundation, a California Trust and Clear Wireless LLC, a Nevada limited liability company for approximately 49 square feet of that certain real property located at 100-104 N. Citrus Avenue, Covina, CA 91723; and

3. That certain Commercial Lease dated as of July 8, 2010, entered into by and between Champion Family Foundation and Eric Diaz dba El Bukanas, as amended by that certain First Amendment to Commercial Lease dated as of June 24, 2015, entered into by and between Champion Family Foundation and Eric Diaz dba El Bukanas, as amended by that certain Second Amendment to Commercial Lease dated as of June 24, 2020, entered into by and between Champion Family Foundation and Eric Diaz dba El Bukanas for approximately 1,350 square feet of that certain real property located at 100-104 N. Citrus Avenue, Covina, CA 91723.

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SCHEDULE 2.1
Property Information
1) Seller agrees to provide the following items, each to the extent in existence, available and in Seller's control and possession:
a) Copies of all current Leases
b) Real estate tax bill for current and two preceding years c) Surveys
d) Environmental Reports
e) Utility bills for the past three months
f) Any property condition or engineering reports
g) Zoning reports

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EXHIBIT A
Legal Description

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EXHIBIT B

BILL OF SALE AND ASSIGNMENT OF LEASES
This instrument is executed and delivered as of the ____ day of _________, 2022 pursuant to that certain Purchase and Sale Agreement ("Agreement"), dated ____________, 2022, by and between Christopher Champion and Retha C. Champion, Trustees UTD 5/7/01 FBO Champion Family Foundation ("Seller"), and the City of Covina ("Purchaser"), covering the real property described in Exhibit A attached hereto ("Real Property").

1. Sale of Personalty. For good and valuable consideration, Seller hereby sells, transfers, sets over and conveys to Purchaser the following (the "Personal Property"):
(a) Tangible Personalty. All of Seller's right, title, and interest in and to all fixtures, furniture, equipment, and other tangible personal property, if any, owned by Seller presently located on such property but specifically excluding Excluded Personal Property, as defined in the Agreement. (b) Intangible Personalty. All of Seller's right, title, and interest, if any, in and to all of the following items to the extent assignable and without warranty (the "Intangible Personal Property"): (i) licenses, permits, and other governmental approvals and entitlements relating to the Property, (ii) the right to use the name of the Property and existing telephone numbers used by Seller in connection with the Property, (iii) if still in effect, guaranties and warranties received by Seller from any contractor, manufacturer, or other person in connection with the construction, maintenance, repair, or operation of the Property, and (iv) any architectural or engineering plans or drawings related to the Property.

2. Assignment of Leases and Contracts. For good and valuable consideration, Seller hereby assigns, transfers, sets over, and conveys to Purchaser, and Purchaser hereby accepts such assignment of the following (the "Assigned Property"):
(a) Leases. All of the landlord's right, title and interest in and to the tenant leases particularly described on Schedule 1.2(c) of the Agreement ("Leases") covering the Real Property, and Purchaser hereby assumes all of the landlord's obligations under the Leases arising from and after the Closing Date (as defined in the Agreement), including, without limitation, for any Security Deposits that Purchaser actually received a credit for at the Closing (as defined in the Agreement); (b) [Intentionally omitted].

3. Assumption. Purchaser hereby assumes the obligations of Seller under the Leases arising from and after the Closing Date and shall defend, indemnify, and hold harmless Seller from and against any liability, damages, causes of action, expenses, and attorneys' fees incurred by Seller by reason of the failure of Purchaser to fulfill, perform, discharge, and observe its obligations with respect to the Leases (including, without limitation, for any Security Deposits that Purchaser actually received a credit for at the Closing) arising on and after the Closing Date.

4. Agreement Applies. The covenants, agreements, representations, warranties, indemnities, and limitations provided in the Agreement with respect to the property conveyed hereunder (including, without limitation, the limitations of liability provided in the Agreement), are hereby incorporated herein by this reference as if herein set out in full and shall inure to the benefit of and shall be binding upon Purchaser and Seller and their respective successors and assigns.

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5. Disclaimer. THE PERSONAL PROPERTY AND ASSIGNED PROPERTY ARE BEING SOLD AND ASSIGNED "AS-IS", "WHERE-IS", AND "WITH ALL FAULTS" AS OF THE DATE OF THIS

AGREEMENT WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS

CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. PURCHASER IS HEREBY ACQUIRING THE

PERSONAL PROPERTY AND ASSIGNED PROPERTY BASED SOLELY UPON PURCHASER'S

OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THE TANGIBLE PERSONAL

PROPERTY AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER OR SELLER'S AGENTS OR CONTRACTORS. SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR, OR IMPROVE ANY OF THE PERSONAL PROPERTY OR ASSIGNED PROPERTY.

SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR

REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE TANGIBLE PERSONAL PROPERTY OR SELLER'S TITLE THERETO. [Remainder of Page Intentionally Left Blank – Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have caused this Bill of Sale and Assignment of Leases and Contracts to be executed as of the date written above.

SELLER: PURCHASER:

The UTD 5/7/01 FBO Champion Family
Foundation
____________________________
Christopher Champion, Trustee
____________________________
Retha C. Champion, Trustee
City of Covina
By:

Name: __________________________
Title: __________________________

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EXHIBIT A
TO

BILL OF SALE AND ASSIGNMENT OF LEASES
Legal Description

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MAIL TAX STATEMENTS AS DIRECTED ABOVE

EXHIBIT C
[FORM OF GRANT DEED]
RECORDING REQUESTED BY:
________________________________

MAIL TAX STATEMENTS AND
WHEN RECORDED MAIL TO:
_______________________
_______________________
_______________________
Order No.:

Escrow No.:

APN: SPACE ABOVE THIS LINE IS FOR RECORDER'S USE

GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S): EXEMPT FROM DOCUMENTARY TRANSFER TAX; CONVEYANCE TO A CITY _____ Computed on full value of property conveyed, or
_____ Computed on full value less liens and encumbrances remaining at time of sale. _____ Unincorporated area __X__ City of Covina
For valuable consideration, receipt of which is hereby acknowledged, ________________________________
hereby GRANT(S) all of their right, title and interest to ________________________________
in the real property situated in the County of Los Angeles, State of California, more particularly described as follows:

Complete legal description on Exhibit "A" attached hereto and made a part hereof Dated: ___________________________ ___________________________________________ 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 ________________________ before me, ______________________________________, 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 ins trument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument .

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_________________________________________

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Exhibit "A"
Legal Description
Property commonly known as 100-104 N. Citrus Avenue, Covina, CA 91723

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EXHIBIT D
[FORMS OF NOTICES TO TENANTS]
[NEED TO CREATE ONE FOR EACH LEASE/TENANT, BASED ON ATTACHED FORM; NEED

CORRECT MEANS OF DELIVERY AND TENANT ADDRESS(ES) FOR NOTICES, FROM THE LEASES]
___________________, 2022
VIA CERTIFIED MAIL [CHECK LEASE PROVISIONS]
__________________________________
Re: Notice of Sale of Leased Property and Change of Landlord; Lease dated between 360 ________________, as landlord, and ________________, as tenant (the "Lease") Ladies and Gentlemen:
__________________ ("New Landlord") has purchased the property that is subject to the abovereferenced Lease. New Landlord has received your security deposit (by virtue of a credit against the purchase price for the property).

The New Landlord's address for notices as the new landlord under the Lease is as follows:
___________________.

You are hereby directed to also make all future payments under the Lease (including rent) to the New Landlord at such address.

The contact person and phone number for the New Landlord is __________________ at ____________________.

Very truly yours,
PURCHASER/NEW LANDLORD:

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EXHIBIT E
[FORM OF CERTIFICATE OF ACCEPTANCE FOR THE GRANT DEED]

CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by that certain Grant Deed dated ______________, 2022 from _____________________ to the CITY OF COVINA (to which this Certificate is attached), is hereby accepted by the undersigned officer on behalf of the CITY OF COVINA pursuant to authority conferred by City Council action at the City Council meeting on ______________, 2022, and the grantee consents to recordation thereof by its duly authorized officer.

CITY OF COVINA
By:
__________________________,
City Manager
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 LOS ANGELES )
On ________________________ before me, ______________________________________, 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 en tity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_________________________________________

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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of this _____ day of ___________, 2022 (the "Effective Date"), by and between Christopher Champion and Retha Carolyn Champion, Trustees of the Champion Family Trust, dated July 14, 1987 ("Seller"), and the City of Covina ("Purchaser"), with reference to the following facts:

A. Seller is the owner of the Property, as hereinafter defined, located at 110–112 N. Citrus Avenue, Covina, CA 91723 bearing APN 8445-009-012.

B. Purchaser desires to purchase the Property from Seller, and Seller desires to sell the Property to Purchaser on the terms and conditions set forth herein.

C. Contemporaneously herewith, Purchaser and Seller's affiliate, Christopher Champion and Retha C. Champion, Trustees UTD 5/7/01 FBO Champion Family Foundation, are entering into that certain Purchase and Sale Agreement ("100–104 N. Citrus Purchase Agreement") for the sale and purchase of that certain real property located at 100–104 N. Citrus Avenue, Covina, CA 91723, as more particularly described therein. Purchaser and Seller desire to consummate the transaction contemplated herein contemporaneously with the transaction contemplated under the terms and conditions of the 100-104 N.

Citrus Purchase Agreement.

ARTICLE 1: PROPERTY/PURCHASE PRICE

1.1 Certain Basic Terms.
(a) Purchaser and Notice Address:

City of Covina
Attn: City Clerk
125 E. College Street
Covina, CA 91723
(b) Seller and Notice Address:

Champion Family Trust
c/o Christopher Champion
100 N. Citrus Avenue, #C
Covina, CA 91723
With a copy to:

Grant, Genovese & Baratta, LLP
Attn: Christopher M. Lekawa, Esq.
2030 Main Street, Suite 1600
Irvine, CA 92614

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(c) Title Company:

First American Title Insurance Co.

Attn: Mike Brinkman &
Bobby Hatfield
18500 Von Karman Avenue, Suite 600
Irvine, CA 92612
E-mail: [email protected]
[email protected]
(d) Escrow Agent:

First American Title Insurance Co.

Attn: Ryan Hahn &
Bobby Hatfield
18500 Von Karman Avenue, Suite 600
Irvine, CA 92612
E-mail: [email protected]
[email protected]
(e) Date of this Agreement: Same as Effective Date.
(f) Purchase Price: One Million Five Hundred Thousand Dollars ($1,500,000.00).
(g) Earnest Money: (i) An initial deposit of Twelve Thousand Dollars ($12,000.00) (the "Initial Deposit"), and (ii) any
Additional Deposits under Section 1.3 below, plus
interest thereon while held by Escrow Agent.
(h) Due Diligence Period: The period commencing on the Effective Date and ending on the date that is seventy-five (75) calendar
days from the Effective Date after mutual execution of
this Agreement. Subject to Section 1.3 below,
Purchaser shall have two (2) options (each an
"Inspection Period Option", and collectively, the
"Inspection Period Options") to extend the Due
Diligence Period for a period of thirty (30) calendar
days each.
(i) Closing Date: The date mutually agreed upon by the parties, but in no circumstance later than the date that is fifteen (15) calendar days following the expiration of the Due
Diligence Period, as the same may be extended
pursuant to Section 1.1(h) above.
(j) Broker: For the Purchaser:

Springstead & Associates,
Attn: Carol Springstead
3300 Irvine Avenue, Suite 250
Newport Beach, CA 92660
For the Seller:

CBRE
Attn: Kyle Barratt
234 S Brand Boulevard, Suite 800
Glendale, CA, 91204

1.2 Property. Subject to the terms of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the following property (the "Property"):

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(a) All of Seller's right, title, and interest in the land commonly known as Champion Center for the Performing Arts located at 110-112 N. Citrus Avenue, Covina, CA 91723, as more particularly described on Exhibit A (the "Land"), together with all of Seller's right, title, and interest in the improvements located on the Land, if any (the "Improvements") (collectively, the "Real Property"). (b) All of Seller's right, title, and interest in and to all fixtures, furniture, equipment, and other tangible personal property, if any, owned by Seller (the "Personal Property") presently located on such Real Property but excluding those certain items particularly described on Schedule 1.2(b)(ii) and incorporated herein (collectively, the "Excluded Personal Property"). (c) All of Seller's interest, as landlord, in the "Leases", being all existing leases of the Improvements and all amendments thereto; the Leases are described on Schedule 1.2(c). Seller shall not enter into any other leases (unless and until this Agreement is terminated by a party for an uncured default by the other party).
(d) All of Seller's right, title, and interest, if any, in and to all of the following items to the extent assignable and without warranty (the "Intangible Personal Property"): (i) licenses, permits, and other governmental approvals and entitlements relating to the Property, (ii) the right to use the name of the Property and existing telephone numbers used by the Seller exclusively in connection with the Property, (iii) if still in effect, guaranties and warranties received by Seller from any contractor, manufacturer, or other person in connection with the construction, maintenance, repair, or operation of the Property, if any, and (iv) any architectural or engineering plans or drawings related to the Property in Seller's possession and control.

1.3 Initial Deposit; Additional Deposits. The Initial Deposit in immediately available federal funds evidencing Purchaser's good faith to perform Purchaser's obligations under this Agreement shall be deposited by Purchaser with the Escrow Agent within three (3) Business Days following Purchaser's execution and delivery of this Agreement. Following the expiration of the Due Diligence Period, the Initial Deposit shall be deemed "non-refundable" and shall be remitted to and retained by Seller, except as a result of a material and uncured default by Seller as set forth in Section 8.2 below resulting in termination of this Agreement by Purchaser (as opposed to enforcement of this Agreement by Purchaser by an action for specific performance). Prior to the expiration of the Due Diligence Period, if Purchaser fails to terminate this Agreement prior to the expiration of the Due Diligence Period pursuant to Section 2.5, then the Initial Deposit shall be deemed non-refundable. If Purchaser elects to exercise an Inspection Period Option, then, at each election, Purchaser shall deliver written notice to Seller at least five (5) Business Days prior to the then scheduled date of expiration of the Due Diligence Period together with a payment of immediately available federal funds in the amount of Four Thousand Eight Hundred Dollars ($4,800.00) (each, an "Additional Deposit"). Each Additional Deposit shall be deemed "non-refundable" and shall be immediately remitted to and retained by Seller, except as a result of a material and uncured default by Seller as set forth in Section 8.2 below or a failure by Seller to timely authorize invasive testing, as set forth in Sections 2.3 and 2.4 below; however, the Additional Deposits shall become part of the Earnest Money and shall be applied to the Purchase Price at the Close of Escrow.

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from the Earnest Money and shall pay such amount to Seller as independent consideration paid by Purchaser to Seller for Seller's execution and delivery of this Agreement.

ARTICLE 2: INSPECTIONS

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(or such greater time periods as may be required by applicable leases), Seller shall notify tenants of the Property and permit Purchaser to view leased and occupied space subject to the rights of tenants under their Leases. If any inspection or test disturbs the Property, Purchaser will promptly restore the Property to the same condition as existed before the inspection or test. PURCHASER SHALL DEFEND AND