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CDC - Item 5 - Participation Agreement For C.H. Auto's
tt TO: HONORABLE CHAIRMAN AND MEMBERS ROSEMEAD COMMUNITY DEVELOPMENT CO MISSION FROM: LL CROWE, EXECUTIVE DIRECTOR DATE: AUGUST 4, 2003 RE: REVIEW AND APPROVAL OF OWNER PARTICIPATION AGREEMENT FOR C. H. AUTO'S ACQUISITION OF 8351 GARVEY AVENUE Since FY 1994 -1995, the City of Rosemead has participated in the federal CDBG program as a direct entitlement entity. On May 13 2003, the Rosemead City Council approved the CDBG and HOME budget for FY 2003 -2004. As part of the City's CDBG budget, it budgeted $100,000 for commercial rehabilitation and special economic development activities. The City has preliminary applications and /or interest in projects that total approximately $225,000 in commercial rehabilitation and special economic development. Of that amount, $125,000 is for assistance to C. H. Auto to acquire and relocate its auto sales business to the former Laidlaw site, located at 8351 Garvey Avenue, and for an option to acquire C.H Auto's current property located at 7815 -7821 Garvey Avenue. The City, at its meeting of August 12, 2003, will consider reallocating an additional $125,000 in CDBG funds in order to assist C. H. Auto in its acquisition of 8351 Garvey Avenue in the City of Rosemead. C. H. AUTO, SPECIAL ECONOMIC DEVELOPMENT AND OPTION TO PURCHASE C. H. Auto is currently located at 7815 -7821 E. Garvey Boulevard within the C -3 Medium Commercial Zoning District. C. H. Auto conducts a used automobile sales business on property it now owns (the "Option Property) and on an adjacent rented property. C. H. Auto is unable to continue to rent the adjacent property because the owner, the Turner Trust, intends to consolidate the rented property with other parcels on COMMISSION AGENDA AUG 12 2003 ITEM No. DATE FS //d NAME YES I NO ABSTAIN JABSENT MOTION SECOND ALARCON CLARK IMPERLAL ✓ TAYLOR VASQUEZ OR& Rosemead Community Development Commission R(K 8838 East Valley Boulevard, CA 91770 Tel 626.569.2100 Fax 626.307.9218 TO: HONORABLE CHAIRMAN AND MEMBERS ROSEMEAD COMMUNITY DEVELOPMENT CO MISSION FROM: KLL CROWE, EXECUTIVE DIRECTOR DATE: AUGUST 4, 2003 RE: REVIEW AND APPROVAL OF OWNER PARTICIPATION AGREEMENT FOR C. H. AUTO'S ACQUISITION OF 8351 GARVEY AVENUE Since FY 1994 -1995, the City of Rosemead has participated in the federal CDBG program as a direct entitlement entity. On May 13 2003, the Rosemead City Council approved the CDBG and HOME budget for FY 2003 -2004. As part of the City's CDBG budget, it budgeted $100,000 for commercial rehabilitation and special economic development activities. The City has preliminary applications and /or interest in projects that total approximately $225,000 in commercial rehabilitation and special economic development. Of that amount, $125,000 is for assistance to C. H. Auto to acquire and relocate its auto sales business to the former Laidlaw site, located at 8351 Garvey Avenue, and for an option to acquire C.H Auto's current property located at 7815 -7821 Garvey Avenue. The City, at its meeting of August 12, 2003, will consider reallocating an additional $125,000 in CDBG funds in order to assist C. H. Auto in its acquisition of 8351 Garvey Avenue in the "City of Rosemead. C. H. AUTO, SPE ECONOMIC DEVELOPMENT AND OPTION TO PURCHASE C. H. Auto is currently located at 7815 -7821 E. Garvey Boulevard within the C -3 Medium Commercial Zoning District. C. H. Auto conducts a used automobile sales business on property it now owns (the "Option Property) and on an adjacent rented property. C. H. Auto is unable to continue to rent the adjacent property because the owner, the Turner Trust, intends to consolidate the rented property with other parcels on CONINU.SS10N AGENDA AUG 12 2003 ITEM No. the block in order to develop a new retail facility. C. H. Auto needs a larger amount of space in which to operate than is available on the Option Property and also wishes to expand the business over its current capacity. C. H. Auto has asked the City's assistance in the acquisition of a replacement facility for the business. Staff proposes to assist the business under CDBG rules for special economic development. In accordance with HUD requirements and as part of the proposed assistance, C. H. Auto must create four (4) new permanent full -time positions for low -to- moderate income persons over and above existing personnel and must maintain the positions for a minimum of five (5) years. C. H. Auto must also continuously conduct business on the purchased property for a minimum of ten (10) years from completion of relocation to the project site. Under the terms of the Agreement, the City would deposit $125,000 in escrow for purchase of the property. The funds would be divided as follows: $25,000 as consideration for an option to acquire the Option Property, • $71,500 as an advance on estimated Relocation Assistance • Balance of funds for down payment assistance loan to C. H. Auto secured by deed of trust. Principal and interest on the loan would be forgiven by the City in equal installments over a ten -year period so long as C. H. Auto performs its continuing obligations under the Agreement. Relocation expenses would be paid based on evidence of actual costs, but for a total not to exceed amount of $75,000. C.H. Auto must obtain the balance of financing for the purchase property through conventional financing. The City shall have no obligation to make the $125,000 deposit to escrow until seller and purchaser demonstrates that purchaser has deposited the balance of all sums necessary to close escrow and has executed the Note and Deed of Trust in favor of the City. The City and Commission's option for the Option property is for eighteen (18) months. If the Option were exercised, the $25,000 would be applied to the $800,000 purchase price for the property. After the first four (4) months of the Option, C. H. Auto may ask the Commission to exercise or relinquish the option. If the Commission does not exercise the option within 60 days from such a request, C. H. Auto would be able to repay the $25,000 and the Option would be relinquished. The option is designed to allow the Commission to assist the Turner Trust in assembling a site for its development of a shopping center anchored by a national drug store tenant. If the Trust proceeds with those development plans, and is prepared within the next six months to pay the $775,000 balance of the purchase price to acquire the Option Property, staff anticipates negotiating an agreement by which the Commission would assign the option to the Trust. If not, we anticipate that C. H. Auto would terminate the option and sell the Option Property on the open market. Project costs for the City are reasonable. The City would assist with acquisition and relocation costs only, the purchaser is responsible for financing the balance of the project. Total cost of acquisition for the 8351 E. Garvey site is $1,780,000, excluding costs of relocation. As stated above, funds will not be disbursed until purchaser has deposited balance of funds necessary to close escrow and has executed the Note and Deed of Trust. Compliance with Rosemead Redevelopment Project Area No. 1 Plan and the Economic Development Element of the General Plan The relocation property is within the boundaries of Rosemead Redevelopment Project Area No. 1 and is essential to implementation of the Redevelopment Plan for the Project Area and for implementation of the Economic Development Element of the City's current General Plan. The proposed project site is located within the boundaries of Rosemead Redevelopment Project Area #1 and City Revitalization District I, which is a target for revitalization under the City's Economic Element of its General Plan. District I is designated Mixed Use (Industrial /Commercial) and includes Specialty Retail Commercial and Local Service Commercial as eligible uses. The project site also conforms with the following goals and implementation strategies outlined in the Plan: Economic Development Element Goal 2: Encourage the development of commercial centers located in seven distinct areas of the city (Del Mar /Garvey Corner): Policy 2.2: The City should take an active role in attracting those commercial activities that are beneficial to the City in terms of revenue... Policy 2.4: Encouraging the continuation of existing specialty retail uses... 2.7 Economic Development Element Implementation Goal 1: Direct Revitalization Redevelopment Efforts To The Areas Of The City Designated for Mixed -Uses: Policy E) The City should encourage those types of activities outlined in the Economic Development Element to locate in the designated districts. Policy F) The City should take an active role in assisting the transaction between potential developers and private property owners within these target areas. Attached for your review are the following: a. Owner Participation Agreement and Option to Purchase Agreement b. Exhibit "A," Sales Agreement between C. H. Auto and Laidlaw c. Exhibit "B," Community Development Block Grant Requirements d. Exhibit "C," Promissory Note Secured by Deed of Trust e. Exhibit "D," Option to Purchase Agreement RECOMMENDATIONS Staff recommends that the Commission authorize the Chairman to execute the Owner Participation and Option Agreement and authorize the Executive Director to take steps to implement the Agreement, including the execution of documents and agreements, Recording Requested by: Rosemead Community Development Commission After Recordation, Mail to: Rosemead City Clerk Space above this line for recorder's use OWNER PARTICIPATION AND OPTION TO PURCHASE AGREEMENT Preamble This Agreement is made 2003, at Rosemead, California, by Pro Sharp Co., a California corporation dba C.H. Auto ( "Participant "), the City of Rosemead, a municipal corporation ( "City ") and the Rosemead Community Development Commission, a public body formed under Part 1.7 of Division 24 of the California Health and Safety Code (H &SC § 34100 et seq) and charged with implementation of Rosemead Redevelopment Project No. 1 ( "Commission "). Recitals WHEREAS, Participant is the owner of certain improved parcels of real property (the "Option Property ") in the City. The Option Property is commonly known as 7815 -7821 E. Garvey Avenue, Rosemead and is legally described as: Lots 4 and 5 of Tract No. 7223 in the City of Rosemead, County of Los Angeles, State of California, as per map recorded in Book 85, page 38 of Maps in the Office of the County Recorder of said County. (APN 5287- 039 -002 and 003) WHEREAS, Participant conducts a used automobile sales business (the "Business ") on the Option Property and on adjacent property (the "Adjacent Property") rented by Participant. Participant is unable to continue to rent the Adjacent Property because of the desire of its owner to consolidate the Adjacent Property with other parcels on the block for purposes of developing a new retail facility. The owner of the Adjacent Property has also made offers to acquire the Option Property for that development, but does not appear to be interested in pursuing such an acquisition until tenants are secured for the proposed development. In light of the need for a new business location Participant has asked the City and Commission to assist in the acquisition of a replacement facility for the Business. WHEREAS, the City and Commission have determined that the relocation of the Business within the boundaries of Rosemead Redevelopment Project Area No. 1, and the land assemblage involving the Option Property, are essential to the implementation of the Redevelopment Plan and the Economic Development Element of the General Plan. Based upon that determination, City and Commission have assisted Participant's efforts to acquire a replacement site, including participation in negotiations under threat of eminent domain that have resulted in Participant entering into a Commercial Property Purchase Agreement ( "Purchase Agreement ") with the owner of 8351 E. Garvey Avenue, Rosemead, an improved parcel within the Project Area (the "Replacement Property "). A copy of the Purchase Agreement is attached hereto as Exhibit A. WHEREAS, the City and Commission are prepared to further assist Participant with the acquisition of the Replacement Property and the relocation of the Business in accordance with the terms of this Agreement. WHEREAS, Commission, without becoming obligated to acquire the Option Property, . desires to acquire the right to purchase the Option Property for Community Redevelopment purposes at an agreed price and under specified terms and conditions. WHEREAS, in consideration of the assistance to be rendered by City and Commission pursuant to this Agreement, Participant is prepared to grant Commission an option to acquire the Option Property, acquire the Replacement Property in accordance with the terms of the Purchase Agreement, relocate the Business to the Replacement Property and thereafter operate the Business at the Replacement Property and provide job opportunities for low income persons in accordance with the terms of this Agreement. 2 - NOW, THEREFORE, it is agreed as follows: 1 City /Commission Assistance. City and/or Commission shall provide assistance as follows: 1.01 Deposit to Escrow. Within sufficient time to close escrow, City shall deposit $125,000.00 cash into the escrow for Participant's purchase of the Replacement Property, provided, however, that City shall have no obligation to make the deposit until: 1.01.01 It is demonstrated to City's satisfaction that Seller under the Purchase Agreement and Participant have performed all acts required of them to close such escrow including, but not limited to, Participant depositing all sums necessary to close escrow other than the $125,000.00. 1.01.02 Participant has executed and deposited into escrow the Note and Deed of Trust as hereinafter defined. 1.01.03 Participant has demonstrated to the satisfaction of the City Manager that the property selected by Participant to be subject to the Deed of Trust has adequate equity to secure the amounts due under the Note. 1.02 Characterization of Deposit to Escrow. The $125,000 payment is composed of $25,000 as consideration for the option to acquire the Option Property, an advance on Participant's Relocation Assistance, as defined below, estimated at approximately $71,500, and the balance as a down payment assistance loan (the "Loan "), the repayment of which shall be evidenced by a note (the "Note ") secured by a deed of trust (the "Deed of Trust ") against the Replacement Property or, at the option of Participant, other property owned by Participant or its principals. 1.03 Relocation Expenses. City or Commission shall pay Participant's actual and necessary relocation expenses in accordance with its obligations under the Relocation Assistance Act, Government Code Section 7260 et seq, and regulations promulgated thereunder, in an amount not to exceed $75,000 (the "Relocation Assistance "). Participant's Obligations. 2.01 Costs of Acquisition /Relocation. Except for the obligations expressly undertaken by the Commission or City pursuant to this Agreement, the Participant shall pay all costs required for acquiring the Replacement Property and relocating the Business thereto. 2.02 Operation at the Replacement Property. Participant shall continuously . conduct the Business on the Replacement Property for a minimum of ten years from the date Participant completes its relocation to the Replacement Property. In general, Participant shall operate the Business in a prudent manner, exercising customary business practices and hours of operation. Operations of eight (8) hours per day, five (5) days per week, shall be deemed to satisfy said requirement. 2.03 CDBG Regulations /Job Creation. City intends to use Community Development Block Grant ( "CDBG ") funds to provide assistance pursuant to this Agreement. Accordingly, the requirements of the CDBG program regulations are incorporated into this Agreement by reference. Participant agrees: 2.03.01 To create, and maintain for a minimum of five years, at least four new permanent full -time positions at the Replacement Property, over and above current employment levels, and to fill those positions with persons of low -to- moderate income. 2.03.02 To provide City with a listing by job title of the permanent jobs to be created. 2.03.03 To provide City with a listing by job title of the permanent jobs filled and which jobs are held by low -to- moderate income persons. 2.03.04 To provide City, for each low -to- moderate income person hired, information on the size of the family and annual income prior to the time the person was hired for the job,.or other evidence to establish that the person qualified as low -to- moderate income. 2.03.05 To comply with the requirements of the CDBG Regulations including, but not limited to, those provisions set forth of Exhibit B attached hereto. 2.04 Note /Deed of Trust. Prior to City depositing monies into escrow for the Replacement Property, Participant shall execute the Note in favor of the City in the principal amount of $ 100,000.00. The Note shall be substantially in the form attached hereto as Exhibit C. 0 2.04.01 Participant shall receive a credit against principal in an amount equal to the Relocation Assistance to which it is entitled pursuant to section 1.03 of this Agreement. 2.04.02 The Note shall bear interest at the rate of 3% per annum. Annual installments of principal in the amount of 10% of the net amount of principal ($100,000.00 reduced by the Relocation Assistance) together with interest accrued to date of payment, shall be payable commencing on the first anniversary of the note, and annually thereafter on the same day of each succeeding year, provided that each installment of principal and interest shall be forgiven and waived by City if Participant has operated the Business continuously on the Replacement Property from completion of relocation of the Business to that location, and Participant is not in default of any of its obligations under the Note or this Agreement. All outstanding principal and accrued interest shall become due and payable upon City's demand in the event that the Participant transfers or conveys the Replacement Property, discontinues use of the Replacement Property for the Business, defaults in payment of any installments due on the Note or otherwise defaults in any of its obligations under this Agreement or the Note. 2.04.03 The Note shall be secured by the Deed of Trust. The Deed of Trust shall be a deed of trust similar to those used in California real estate transactions, the form of which shall be subject to approval by the Commission's attorney. 2.04.04 The Deed of Trust shall be recorded, and the Note delivered to City, upon close of escrow for purchase of the Replacement Property. The parties shall execute escrow instructions necessary to effect this recordation and delivery. 2.05 Acquisition of Replacement Property. Participant shall perform all acts necessary to acquire the Replacement Property in accordance with the terms of the Purchase Agreement. In the event, for any reason other than the default of City or Commission, the Replacement Property has not been acquired by Participant by November 30, 2003, City and Commission shall, without further notice, be relieved of all of their obligations under this Agreement, and shall be entitled to the return of any monies theretofore deposited into escrow. Upon such termination Participant shall have no further rights under this Agreement. The Executive Director of the Commission is authorized to extend this time for close of escrow for seventy (70) additional days upon 5 Participant demonstrating that a delay in closing was caused by circumstances beyond the control of Participant and despite Participant's best efforts to timely close. 2.06 Submission of Relocation Claims. Participant shall, within six months after occupying the Property, file with City relocation claims and documentation to establish the actual and necessary costs of moving the Business and installing personal property and equipment from the Option Property to the Replacement Property. Upon verification of the accuracy of the information and reasonableness of the costs the City shall notify Participant of the amount of Relocation Assistance to be credited against principal on the Note, which amount shall not exceed $75,000.00. 2.07 Use of the Property. Participant agrees to comply with all.governmental laws and regulations, including the provisions of the Redevelopment Plan and City zoning, building, business licensing and tax laws pertaining to the Replacement Property and to the Business operated thereon. 2.08 Non- discrimination. Participant agrees that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the development, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Replacement Property, nor shall Participant or any grantees or any persons claiming through Participant establish or permit any such practice or practices of discrimination or segregation. 2.09 Warranty and Waiver Regarding Displacement. Participant represents and warrants to City and Commission that no person or personal property other than that of Participant shall be displaced from the Option Property as a result of this Agreement. In the event that activity carried out pursuant to the terms of this Agreement should result in displacement, Participant shall hold the City and Commission harmless against any claims or liability arising from such displacement pursuant to the provisions of Government Code §§ 7260 et. seq. Except for the Relocation Assistance provided for by this Agreement, Participant waives, for itself, and for all business entities owned or controlled by it, all rights and claims for relocation assistance and benefits under Government Code § §7260 et. seq. arising from implementation of this Agreement. 3 . Grant of Option. Participant hereby grants to Commission an exclusive right to purchase the Option Property (the "Option ") at a price and under the terms and conditions set forth hereinbelow, but more specifically in Exhibit D. 51 3.01 Option Period. This Option will commence upon the day that escrow closes on the Replacement Property, and shall continue in effect for eighteen months thereafter. 3.02 Recordation of Option. This Option shall be made a matter of public record by recording this Agreement in the Office of the County Recorder of Los Angeles County. 3.03 Consideration. This Option is granted in consideration of City's payment of $25,000.00, being a portion of the monies deposited into escrow for acquisition of the Replacement Property. 3.04 Application of Consideration to Purchase Price. If this Option is exercised in accordance with its terms, then the $25,000.00 consideration paid Participant by City will apply to the Purchase Price. 3.05 Retention of Consideration. Except as provided in Section 3.06, in the event this Option or any extension thereof is not exercised, the $25,000 will be retained by Participant in consideration of the granting of this Option. 3.06 Early Termination of Option. During the final fourteen months of the Option period Participant, upon serving Commission with written notice, may demand that Commission exercise or relinquish the Option. Commission has 60 days from receipt of the notice to exercise the Option. If Commission fails to exercise the Option, the Option is relinquished upon Participant's payment of $25,000 to City within fifteen days from expiration of the 60 days. Time is of the essence, and if Participant fails to make payment to City within the 15 day period, the Option will not be relinquished and will remain in full force and effect. In the event payment is timely made, Commission, shall, in accordance with section 3.08, execute appropriate documents to remove the Option from the public records. 3.07 Exercise of Option. Commission may exercise this Option by execution and tender to Participant of an instrument in the form of Exhibit D. Participants must then, with due diligence, execute, acknowledge, and deliver to Commission an executed copy of the instrument. 3.08 Automatic Termination. If Commission fails to exercise this Option in accordance with its terms and within the option period, then this option and the rights of Commission will automatically and immediately terminate without notice. Thereafter, Commission must properly execute, acknowledge, and deliver to Participants within ten days of a request therefor, a release, quitclaim deed, or any other document required by Participants or a title insurance company to verify the termination of this Agreement. . i l : ,._ . ` 3.09 Assignment. Commission, upon written notice to Participant, may exercise the Option and assign the exercised Option to the City or to any other person for purposes of implementing the Redevelopment Plan. 3.10 Rental of Option Property During Option Period. Participant warrants that there are currently no tenancies with respect to the Option Property. Participant is free to rent the Option Property during the-Option period. However, Commission will not subordinate its Option to any such tenancies and Participant shall notify any such tenants, in writing, with a copy to the Commission, of the Commission's rights under the Option Agreement and that the tenants will not be entitled to relocation assistance nor benefits upon exercise of the Option. Notwithstanding any tenancies hereafter created, title must be delivered to Commission free of possession or rights of possession by third parties. 4 Notices. Unless otherwise provided in this Agreement, any notice, tender, or delivery to be given under this Agreement by either party to the other may be effected by personal delivery in writing or by registered or certified mail, postage prepaid, return receipt requested, and will be deemed communicated as of mailing. Mailed notices must be addressed as set forth below, but each party may change its address by written notice in accordance with this paragraph If to the Commission: Rosemead Community Development Commission 8838 E Valley Blvd. Rosemead, CA 91770 Attn: Executive Director If to Participant: C.H. Auto Attn: Jimmy Wang 7821 Garvey Avenue Rosemead, CA 91770 Copy to: Yee -Horn Shuai, Shuai & Associates 301 E. Colorado Blvd., Suite 514 Pasadena, CA 91 101 If to the City: City of Rosemead 8838 E Valley Blvd. Rosemead, CA 91770 Attn: City Manager 5 City /Commission Employees not Liable. No member, official, employee or attorney of the Commission or City shall be personally liable to the Participant in the event of any default or breach of this Agreement or for any amount which is due to the Participant or may otherwise arise out of this Agreement. 6 Choice of Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California. 7 Inspection of Books and Records. City and /or Commission may, upon reasonable notice, inspect and audit all books and records of the Participant pertaining to the assistance provided hereunder. 8 Attorneys Fees. Should any action be brought in any court of competent jurisdiction, the prevailing party in such action shall be entitled to reasonable attorney's fees, court costs and necessary disbursements in connection with such litigation. 9 Effective Date. This Agreement shall not be effective or binding and enforceable upon the parties until such time as it has been approved pursuant to official action of the City and the Commission authorizing the Mayor and Chairman to execute this Agreement on behalf of the City and Commission. The "Date of this Agreement" shall be the date of such official authorization. 10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original of this Agreement, but such counterparts, when taken together, shall constitute but one (1) agreement. 11 Entire Agreement This instrument and the attached Exhibits constitute the entire agreement between the parties relating to the subject matter hereof. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect. Any amendment to this Agreement will be of no force and effect unless it is in writing and signed by the Participant, City and Commissions. 12 Assurances to Act in Good Faith. Participant, City and Commission agree to execute all documents and instruments and to take all action and shall use their best efforts to accomplish the purposes of this Agreement. The parties shall each diligently and in good faith pursue the satisfaction of any conditions or contingencies subject to their approval. _ 13 Binding Effect. This Agreement will be binding on and inure to the benefit of the parties to this Agreement and their heirs, personal representatives, successors, and assigns. N IN WITNESS WHEREOF, the parties hereto have executed this Agreement Executed on , 2003, at Rosemead, California. Participant :tk Pro S p Co. bng, President CITY OF ROSEMEAD, Joseph Vasquez, Mayor ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION Joseph Vasquez, Chairman 10 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of Californi q I ,!� ss. County of '/ On 9 ' before m�� Lj Date r � Name and personally appeared K personally known to me ❑ proved to me on the basis of satisfactory evidence NANCY VALDERRAMA "" Commission t! 1378733 z -_ ; Notory Public - Colifornia > Z ' , 1, Los Angeles County QMy Comm. ExpresOcf30.200b to be the person') whose name( is /are subscribed to the within instrument and acknowledged to me that he /sue executed the - same in his /flr authorized capacity(W, and that by his/h signature$) on the instrument the person(s), or the entity upon behalf of which the personow acted, executed the instrument. . W NESS m - nd and of icial seal. Siilinature ob Wery Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached /' Title or Type of Document M, Document t 'ate.' �!l� e - Signer(s) Other Than Named Above: Capacity(ies)pa,7med by Signer Signer's Name: Individual Corporate Officer — Title(s): Partner — ❑Limited E) General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is I` I' = — — — °` - - -_ -- 01999 Nat*reI NOWe Aa iation • 9350 De Sob Ave., PO. Box 2002 • Otabwon0. CA 913134402 • w flalonalnmary.orq Prod. No 5907 Reorder. Call TO Free 1 8o0.076 6927 A CALIFORNIA ASSOCIATION OF REALTORSOR COMMERCIAL PROPERTY PUHCHAtit AuttCruvlr-ry I AND JOINT ESCROW INSTRUCTIONS (NON - RESIDENTIAL) (C.A.R. Form CPA, Revised 10/02) Data dr California- 1. OFFER: ( "Buyer"). Auto A. THIS IS AN OFFER FROM Pro Shar d An LLP, or ❑ Other CD Individual(s), Z A Corporation, [I A Partnership, O An LLC,$❑ 1 E Garvey Ave Rosemead CA 91770 B. THE REAL PROPERTY TO BE ACQUIRED is described as ,situated In Assessor's Parcel No. r; ry of Rngemead County of Los Anpeles California, ( "Property "). C. THE PURCHASE PRICE offered is Une million ntvt Lill""' Dollars $ 780 000.00 D. CLOSE OF ESCROW shall occur on (date) (or a 60_ Days After Acceptance). 2., FINANCE TERMS: Obtaining the loans below is a contingency of this Agreement unless: (i) either 2L or 2M is checked below; or (ii) otherwise agreed in writing. Buyer shall act diligently and in good faith to obtain the designated loans. Obtaining deposit, down payment and closing costs is not a contingency. Buyer represents that funds will be good when deposited with Escrow Holder. A. INITIAL DEPOSIT: Buyer has given a deposit in the amount of$ 25.000.00 to the agent submitting the offer (or to 2 Dynasty E Inc ) , by Personal Check (or ❑ ), made payable to which shall be held uncashed until Acceptance and then deposited within 3 business days after Acceptance or . with Escrow Holder, or O into Broker's trust account. B. INCREASED DEPOSIT: Buyer shall deposit with Escrow Holder an increased deposit in the amount of.. $ N/A within _ Days After Acceptance, or ❑ $ 1 335, 000. 0 C. FIRST LOAN IN THE AMOUNT OF .................... ............................... . NEW First Deed of Trust in favor of ❑ Lender, ❑ Seller, OR ASSUMPTION of (or ED "subject to ") Existing First Deed of Trust encumbering the Property, securing a note payable at maximum interest of % fixed rate, or %, initial adjustable rate with maximum interest rate of %, balance due in years, amortized over years. (If checked: E and with a margin not to exceed %, tied to the following index .) Buyer shall pay loan fees /points not to exceed Additional terms D. SECOND LOAN IN THE AMOUNT OF ................... ............................... $ N/A NEW Second Deed of Trust in favor of G Lender, G Seller, OR — ASSUMPTION of (or "subject to ") Existing Second Deed of Trust encumbenng.the Property, securing a note payable at maximum interest of _ % fixed rate, or initial adjustable rate with a maximum interest rate of _ %, balance due in _ years, amortized over years. (If checked: and with a margin not to exceed %, tied to the following index: .) Buyer shall pay loan fees /points not to exceed Additional terms E. ADDITIONAL FINANCING TERMS: $ See Addendum A F. BALANCE OF PURCHASE PRICE (not including costs of obtaining loans and other closing costs) in the amount of ... $ - 420 .000.00 to'be deposited with Escrow Holder within sufficient time to close escrow. $ 1 780.000.0 G. PURCHASE PRICE (TOTAL): ........ . .................. H. LOAN APPLICATIONS: Within 7 (or rx 10 )Days After Acceptance, Buyer er shall provide Seller a letter from lender or mortgage loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified or preapproved for any NEW loan specified above. elte ys- AtterALZepta rlC�pmvidL- Sellerwritlerrve entand drrp3mrjra t h `"� ershaii, .. P J. LOAN CONTINGENCY REMOVAL: (I) t; OR (ii) (if checked) Moan contingency shall remain in effect until 1;7, refneve the designated loans are funded. K. APPRAISAL CONTINGENCY AND REMOVAL: This Agreement is (OR, if checked, ❑ is NOT) contingent upon the Property appraising at no less than the specified purchase price. Buyer shall, as specified in paragraph 17, remove the appraisal contingency or cancel this Agreement when the loan contingency is removed (or, if checked ❑, within 17 (or 22 3� ) Days After Acceptance) �. Buyer's Initials �( ) The cop, rr, t vi _ - yes ,' . . ., �.' r - _ - ) � reProducnon. v �n 0 Or nY . r nn :r r Oi / -. -, r nac r . ny otcr Seller's Initials means. :rrunsrq :aczimlle s wecwenzee ;Ctn,ats. Ca;•icct J CALIFCP''.i.%`Izf:L -, J,. "'P PEAI.r. n9 ?9. k:r,. ,L_ ?'!1:; Reviewed by Date orronru�m CPA REVISED 10/02 (PAGE 1 OF 10) Print Date BDC Oct 02 MASTER COP`( rnnneecor1A1 oRnPFRTY PURCHASE AGREEMENT (CPA PAGE 1 OF 10) Property Address. 8351 E. Garvey Ave., Rosemead CA 91770 Date: L ❑ NO LOAN CONTINGENCY (If checked): Obtaining any loan, in paragraphs 2C, 20, 2E or elsewhere in this Agreement, is NOT a contingency of this Agreement. If Buyer does not obtain the loan and as a result Buyer does not purchase the Property, Seller may be entitled to Buyer's deposit or other legal remedies. M. -C ALL CASH OFFER (If checked): No loan is needed to purchase the Property. Buyer shall, within 7 (or C _) Days After Acceptance, provide Seller written verification of sufficient funds to close this transaction. N. SELLER FINANCING: For any Seller financing designated above, Buyer is to execute a note secured by a deed of trust in favor of Seller, on the terms and conditions set forth in the attached addendum (C.A.R. Form SFA). i4G' e 'er reprabenis maTSetter iS - rrot - anYPayments'due an Mo Seller shall, wit e�c ified in paragraph 17, provide Copies of all applicable notes and deeds -of- trust, than balances and current interest rates to Buyey r- Bn yersba ll then, as specified in paragra h_L7r remove this contingency or cancel this Agreement. Differences between estimated and act"u�t - 1oa � nces"s all be adjusted at Close Of Escrow by cash down payment. Impound accounts, if any, sh e- assig - ned and charged To Bvye dd c redited to Seller. Seller is advised that Buyer's assumption a -existi g oan may not release Seller from liability on that loan. ttYhe,- P-cope�rty is acquired subject to an Pxlstl ate. Buver and Seller are advised to consult with legal counsel regarding the ability of an exisfin to 3. CLOSING AND OCCUPANCY A. Seller- Occupied or Vacant Units: Occupancy shall be delivered to Buyer at 5:00 At&PM, 0 on the date of Close Of Escrow; C on ; or C no later than Days After Close Of Escrow. (C.A.R. Form PAA, paragraph 2.) If transfer of title and occupancy do not occur at the same time, Buyer and Seller are advised to: (i) enter into a written occupancy agreement; and (ii) consult with their insurance and legal advisors. B. T panty; subject - to the Ttsottenarrtsonder existing - teasesStraltbTtuft 7 ered to BuyeF - Escrow. C. At Close Of Escrow, Seller assigns to Buyer any assignable warranty rights for Items included in the sale and shall provide any available Copies of such warranties. Brokers cannot and will not determine the assignability of any warranties. D. At Close Of Escrow, unless otherwise agreed In writing, Seller shall provide keys and /or means to operate all locks, mailboxes, security systems, alarms and garage door openers. It- the - Property-- is- atniHrr a condominiumv rlecatedin subdivision, Bnyermaybe- required-to•paya- deposit- to-the- 9wners= Assoeiatie .., a l 4. SECUR EPO SiT-S —Seet3rty- depesits,-4-any7Wthe- extent they - + lave - +got beenapp Seller -4fi- accordance- w4h -aay- rental w,. shall_be_ trans :erred -to- Buyer- on.Close -Of- Escrow. - Seller shall- notify. each -taiaapl,�pka+aee'r+ith th r, .i r„�o 5. ALLOCATION OF COSTS (if checked ): Unless otherwise specified here, this paragraph only determines who is to pay for the report, inspection, test or service mentioned. If not specified here or elsewhere in this Agreement, the determination of who is to pay for any work recommended or identified by any such report, inspection, test or service is by the method specified in paragraph 17. A. INSPECTIONS AND REPORTS: (1) C Buyer ❑ Seller shall pay for sewer connection, if required by Law prior to Close Of Escrow (2) C Buyer ❑ Seller shall pay to have septic or private sewage disposal system inspected (3) Buyer C Seller shall pay to have domestic wells tested for water potability and productivity (4) - Buyer Seller shall pay for a natural hazard zone disclosure report prepared by (5) C Buyer C Seller shall pay for the following inspection or report . (6) Buyer Seller shalt pay for the following inspection or report B. GOVERNMENT REQUIREMENTS AND RETROFIT: (1) :X Buyer Seller shall pay for smoke detector installation and /or water heater bracing, if required by Law. Prior to Close Of Escrow, Seller shall provide Buyer a written statement of compliance in accordance with state and local Law, u less exempt. - (2) Buyer (2 Seller shall pay the cost of compliance with any other minimum mandatory government retrofit standards, inspections an reports if required as a condition of closing escrow under any Law. (3) X, Buyer Seller shall pay for installation of approved fire a xtinguisher(s), sprinkler(s),.and hose(s), it required by Law, which shall be installed prior to Close Of Escrow. Prior to Close Of Escrow Seller shall provide Buyer a written statement of compliance, if required by Law. ' C. ESCROW AND TITLE: (1) x= Buyer C Seller shall pay escrow fee Escrow Holder shall be Dynasty Escrow Inc. (2) C Buyer R Seller shall pay for owner's title insurance policy specified in paragraph 16 Owner's title policy to be issued by Land America (Buyer shall pay for any title insurance policy insuring Buyer's lender, unless otherwise agreed in writing.) D. OTHER COSTS: (1) C Buyer tR Seller shall pay County transfer tax or transfer fee (2) Buyer F2 Seller shall pay City transfer tax or transfer fee (3) C Buyer D Seller shall pay OA transfer fees (4) ❑ Buyer C Seller shall pay OA document preparation fees (5) C Buyer C Seller shall pay for (6) C Buyer C Seller shall pay for J Buyer's Initials ()( ) Seller's Initials v Reviewed by Date ewu �wsMc CPA REVISED 10/02 (PAGE 2 OF 10) n��ueroert. MASTER COPY Property Address: 8351 E Garizey Amp EoqPTn CA q t 770 uate: 6. SELLER DISCLOSURES: A. NATURAL AND ENVIRONMENTAL DISCLOSURES: Seller shall, within the time specified in paragraph 17, it required by Law: (i) deliver to Buyer earthquake guides (and questionnaire) and environmental hazards booklet; (ii) even if exempt from the obligation to provide an NHD, disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; Seismic Hazard Zone, and (iii) disclose any other zone as required by Law and provide any other information required for those zones. B. ADDITIONAL DISCLOSURES: Within the time specified in paragraph 17, Seller shall provide to Buyer, in writing, the following disclosures, documentation and information: (1) RENTAL SERVICE AGREEMENTS: (i) All current leases, rental agreements, service contracts, and other agreements pertaining to the operation of the Property; and (ii) a- rental stat e; k- ng c6ding- ernes- ef-teaafAs;- rentat4ates;- period -of renta✓ increaser - security deposits, rental- concessions, rebates, or oth �f del' ellerrepresents - that - no titled -to- any- cartcession -rebate7 banefit except- These- documents. (2) ING6QM AND FX E-4 SE.- ST,.,"A „ENT S'- t beeks, and- - reeefds+nelading -a- statement of income and expeasa-fe;ihe ts4hat- the - beeks-and-feeefds- a rthe se- m airHainecHFHhe- ordina ry-and normaLcourse-,GLbusiness,-aa6- used- by- -Selle�in- the- cemputatioa- ePederakand state income -tax returns— (3) i! TENANT ESTOPPEL CERTIFICATES: (If checked) Tenant estoppel certificates (C.A.R. Form TEC) completed by Seller or Seller's agent, and signed by tenants, acknowledging: (i) that tenants' rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications); (ii) that no lessor defaults exist; and (iii) stating the amount of any prepaid rent or security deposit. (4) SURVEYS, PLANS AND ENGINEERING DOCUMENTS: Copies of surveys, plans, specifications and engineering documents, if any, in Seller's possession or control. (5) PERMITS: If in Seller's possession, Copies of all permits and approvals concerning the Property, obtained from any governmental entity, including,. but not limited to, certificates of occupancy, conditional use permits, development plans, and licenses and permits pertaining to the operation of the Property. (6) STRUCTURAL MODIFICATIONS: Any known structural additions or alterations to, or the installation, alteration, repair or replacement of, significant components of the structure(s) upon the Property. (7) GOVERNMENTAL COMPLIANCE: Any improvements, additions, alterations or repairs made by Seller, or known to Seller to have been made, without required governmental permits, final inspections, and approvals. (8) VIOLATION NOTICES: Any notice of violations of any Law filed or issued against the Property and actually known to Seller. (9) MISCELLANEOUS ITEMS: Any of the following, if actually known to Seller: (i) any current pending lawsuit(s), investigation (5), inquiry(ies), action(s), or other proceeding(s) affecting the Property, or the right to use and occupy it; (ii) any unsatisfied mechanic's or materialman's lien(s) affecting the Property; and (iii) that any tenant of the Property is the subject of a bankruptcy. 7. x' ENVIRONMENTAL SURVEY (If checked): Within 10 Days After Acceptance, Buyer shall be provided a phase one environmental survey report paid for and obtained by aBuyer - Seller. Buyer shall then, as specified in paragraph 17, remove this contingency or cancel this Agreement. _ DISCLOSU or located condominium, A. SELCE 7 or - ) Days After Acceptance to disclose to Buyer whether the Property is a 8 I in a planned unit dev mentor or l other common interest subdivision. B. If Property is a condominium, ocated4a-a-planned unit developm er common interest subdivision, Seller has 3 (or = ) Days After Acceptance to requeesrtro he - CA_(CA.R. Form HOA): (1) Copies of any documents required by Law; (ii) disclosure of any pending or . Gcipa ed claim or litiga'ticr - by -or, against the OA; (iii) a statement containing the location and number of>e aa. . parking and storage spaces; (iv) Copies of the most- recent 12 months of OA minutes for regular and paetat and (v) the names and contact information of all OA's governing the (Collectively, �c osures. ") Seller shall itemize and deliver to Buyer all Cl Disclosures received from the OA and any ClDisclosuces -- irr Sekerspossessbrr-Buyer, s -approvat-of- el-Disctosuresis -a eon a s r'' 9. SUBSEQUENT DISCLOSURES: In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly provide a subsequent or amended disclosure or notice in writing, covering those items. However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies disclosed in reports ordered a nd pai for by Buyer. - - -- - -- A. Prior to Close Of Escrow, eltn in the following acts, ( "Proposed Changes "), subject to Buyer's rights in paragraph 17: (1) rent or lease anyy__canLunit -e";er part of fie premises; °(ii) alter,.modify�or extend any existing rental or lease 1 . agreemenT (iu o nteHnto- atter, modify or extend any service contract(s); or (iv) change the status of the - condition -of- the - Property_ 11. CONDITIONS AFFECTING PROPERTY: A. Unless otherwise agreed: (i) the Property is sold (a) in its PRESENT physical condition as of the date of Acceptance and (b) subject to Buyer's Investigation rights; (if) the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the same condition as on the date of Acceptance; and (iii) all debris and personal property not included in the sale shall be removed by Close Of Escrow. B. SELLER SHALL, within the time specified in paragraph 17, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Property, including known insurance claims within the past five years, AND MAKE OTHER DISCLOSURES REQUIRED BY LAW. Buyer's Initials ( G )( ) Seller's Initials ,. ;,:, ,... .;:: :,,- t:- : c. Reviewed by Date rw. —w Cuuynr7ni .: _ CPA REVISED 10/02 (PAGE 3 OF 10) OPPORTUNITY fviASTEH CCPy rropeny r uuress: o i tai arvev rvv nosemea y i v - °` C. NOTE TO BUYER: You are strongly advised to conduct investigations of the entire Property in order to determine its present condition since Seller may not be aware of all defects affecting the Property or other factors that you consider important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. D. NOTE TO SELLER: Buyer has the right to inspect the Property and, as specified in paragraph 17, based upon information discovered in those inspections: (i) cancel this Agreement; or (ii) request that you make Repairs or take other action. 12. ITEMS INCLUDED AND EXCLUDED: A sinctodedvrexcluded - in the MCS; flyersormarketirrzTmaterratsar >rnot - ' ine e sale - onfess B. ITEMS INCLUDED IN SALE: (1) All EXISTING fixtures and fittings that are attached to the Property; (2) Existing electrical, mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates, solar systems, built -in appliances, window and door screens, awnings, shutters, window coverings, attached floor coverings, television antennas, satellite dishes, private integrated telephone systems, air coolers /conditioners, pool /spa equipment, garage door openers /remote controls, mailbox, in- ground landscaping, trees /shrubs, water softeners, water purifiers, security systems /alarms; (3) A complete inventory of all personal property of Seller - currently used in the operation of the Property and included in the purchase price shall be delivered to Buyer within the time specified in paragraph 17. (4) Seller represents that all items included in the purchase price are, unless otherwise specified, owned by Seller. Within the time specified in paragraph 17, Seller shall give Buyer a list of fixtures not owned by Seller. (5) Seller shall deliver title to the personal property by Bill of Sale, free of all liens and encumbrances, and without warranty of condition. (6)As eddi -of -the- purchase -pric Fineme d-vvil a4- propery-inekided-in- the - purchase, repleeeme 4 ti andinsufanee- pfeeeeds. (See Addendum A) C. I LE: 13. 14. 15. 16. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A. _ Buyer's acceptance of the condition of, and any other matter affecting the Property is a contingency of this Agreement, as specified in this paragraph and paragraph 17. Within the time specified in paragraph 17, Buyer shall have the right, at Buyer's expense unless otherwise agreed, to conduct inspections. investigations, tests, surveys and other studies ( "Buyer Investieations "), including, but not limited to, the right to: (i) inspect for lead -based paint and other lead -based paint hazards; (ii) inspect for wood destroying pests and organisms; (iii) confirm the insurability of Buyer and the Property; and (iv) satisfy Buyer as to any matter of concern to Buyer. Without Seller's prior written consent, Buyer shall neither make nor cause to be made: (i) invasive or destructive Buyer Investigations; or (ii) inspections by any governmental building or zoning inspector, or government employee, unless required by Law. B. Buyer shall complete Buyer Investigations and, as specified in paragraph 17, remove the contingency or cancel this Agreement. Buyer shall give Seller, at no cost, complete Copies of all Buyer Investigation reports obtained by Buyer. Seller shall make Property available for all Buyer Investigations. Seller shall have water, gas, electricity, and all operable pilot lights on for Buyer's Investigations and through the date possession is made available to Buyer. REPAIRS: Repairs shall be completed prior to final verification of condition unless otherwise agreed in writing. Repairs to be performed at Seller's expense may be performed by Seller or through others, . provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall: (i) obtain receipts for Repairs performed by others: (ii) prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii) provide Copies of receipts and statements to Buyer prior to final verification of condition. BUYER INDEMNITY AND SELLER PROTECTION FOR ENTRY UPON PROPERTY: Buyer shall: (i) keep the Property free and clear of liens; (ii) Repair all damage arising from Buyer Investigations: and (iii) indemnify and hold Seller harmless from all resulting liability, claims, demands. damages and costs. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a "Notice of Non - Responsibility" (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination of this Agreement. TITLE AND VESTING: A. Within the time specified in paragraph 17, Buyer shall be provided a current preliminary (title) report, which is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title. Buyer's review of the preliminary report and any other matters which may affect title are a contingency of this Agreement as specified in paragraph 17. B. Title is taken in its present condition subject to all encumbrances, easements, covenants,'conditions, restrictions, rights and other matters. whether of record or not, as of the date of Acceptance except: (i) monetary liens of record unless Buyer is assuming those obligations or taking the property subject to those obligations; and (ii) those matters which Seller has agreed to remove in writing. C. Within the time specified in paragraph 17, Seller has a duty to disclose to Buyer all matters known to Seller affecting title, whether of record or not. Buyer's Initials O ( ) Seller's Initials ( )( ) Reviewed by Date rwu.r�wxc orraxmxrtr CPA REVISED 10/02 (PAGE 4 OF 10) fv1A :TER COPY Property Address. 63:)1 E. Garvey Ave., Rosemead, CA 91//U vale. D. At Close Of Escrow, Buyer shall receive a grant deed conveying title (or, for stock cooperative or long -term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL. E. Buyer shall receive a standard coverage owner's CLTA policy of title insurance. An ALTA policy or the addition of endorsements may provide greater coverage for Buyer. A title company, at Buyer's request, can provide information about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements. If Buyer desires title coverage other than that required by this paragraph. Buyer shall instruct Escrow Holder in writing and pay any increase in cost. 17. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph must be in writing (C.A.R. Form RRCR). A. SELLER HAS: 7 (or ) Days After Acceptance to deliver to Buyer all reports, disclosures and information for which Seller is responsible under paragraphs 5, 6A and B, 8A, 11 B, 12B (3) and (4) and 16. B. BUYER HAS: 17 (or �y 30 ) Days After Acceptance, unless otherwise agreed in writing, to: (1) complete all Buyer Investigations, approve all disclosures, reports and other applicable information, which Buyer receives from Seller; and approve all matters affecting the Property (including lead -based paint and lead -based paint hazards as well as other information specified in paragraph 6 and insurability of Buyer and the Property). (2) Within the time specified in 178(1), Buyer may request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer's requests. (3) By the end of the time specified in 17B(1) (or 2J for loan contingency or 2K for appraisal contingency), Buyer shall remove, in writing, the applicable contingency (C A.R. Form RRCR) or cancel this Agreement. However. if the following inspections, reports or disclosures are not made within the time specified chever late rye h — 10 ) Days after receipt of any such items, or the time sp overnment a (l). wh inspections to reports required applicable contingency or cancel this Agreement In writing: (i) g ns as a condition of closing; (ii) Common Interest Disclosures pursuant to paragraph 88; nl a subsequent or amended disclosure pursuant to paragraph 9; (i`v) Proposed Changes pursuant to paragraph 1013; and (v) environmental survey pursuant to paragraph 7. C. CONTINUATION OF CONTINGENCY OR CONTRACTUAL OBLIGATION; SELLER RIGHT TO CANCEL: (1) Seller right to Cancel: Buyer Contingencies: Seller, after first giving Buyer a Notice to Buyer to Perform (as specified below), may cancel this Agreement in writing and authorize return of Buyer's deposit if, by the time specified in the Agreement, Buyer does not remove in writing the applicable contingency or cancel this Agreement. Once all contingencies have been removed, failure of either Buyer or Seller to close escrow in time may be a breach of this Agreement. (2) Continuation of Contingency: Even after the expi contingency f the t ime or el this Bg1re Buyer re the right to make requests to Seller, remove in writing the applicable pursuant to 17C(1). Once Seller receives Buyer's written removal of all contingencies, Seller may not cancel this Agreement pursuant to 17C(1). (3) Seller right to Cancel: Buyer Contract Obligations: Seller, after first giving Buyer a Notice to Buyer to Perform (as specified below), may cancel this Agreement in writing and authorize return of Buyer's deposit for any of the following reasons: (i) if Buyer fails to deposit funds as required by 2A or 2B: (ii) if the funds deposited pursuant to 2A or 2B are not good when deposited: (iii) if Buyer fails to provide a letter verifi cation p if Buye b ails or 2N1 ) v as required by 21 or 2M; (v) if Seller reasonably disapp roves of the if Buyer fails to return statutory disclosures as required by paragraph SA(2), or (vii) if Buyer fails to sign or initial a separate liquidated damage form for an increased deposit as required by paragraph 21. Seller is not required to give Buyer a Notice to Perform regarding Close Of Escrow. (4) Notice To Buyer To Perform: The Notice to Buyer to Perform (C.A.R. Form NBP) shall (i) be in writing; (ii) be signed by Seller and (iii) give Buver at least 24 (or X .72 ) hours (or until the time specified in the applicable paragraph, whichever occurs last) take the ap p cable time or,Btuyeroto Buyer to remove P may.not contingency or b can g cee he Agreement or 2 Days Prior to the expiration appl of the app meet an 17C(3) obligation. D. EFFECT OF BUYER'S REMOVAL OF CONTINGENCIES: If Buyer removes., in writing, any contingency or cancellation rights, unless otherwise specified in a separate written agreement between Buyer and Seller, Buyer shall co and be deemed to have: (i) completed all Buyer Investigations, and review of reports and other app ( d disclosures pertaining to that contingency or cancellation right; (ii) elected to proceed with the transaction, and nt assumed all liability, responsibility, and expense for Repairs or corrections pertaining to that contingency or cancellation right, or for inability to obtain financing. E. EFFECT OF CANCELLATION ON DEPOSITS: If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, Buyer and Seller agree to Sign mutual instructions to cancel the sale and escrow and release deposits, less fees and costs, to the party entitled to the funds. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. Release of funds will require mutual Signed release instructions from Buyer and Seller, judicial decision or arbitration award. Buyer's Initials Seller's Initials ( )( I FRevwetl ale ie by Cnpyr.]ht .. ,. . _ .. ooua CPA REVISED 10102 (PAGE 5 OF 10) MASTER COPY ._.. _.._ ..-.,. r..cr.iT rroA DAnF S CIF 101 18. FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final inspection of the Property within 5 (or ) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: (i) the Property is maintained pursuant to paragraph 11 A; (ii) Repairs have been completed as agreed; and (iii) Seller has complied with Seller's other obligations under this Agreement. - 19. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: I Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances; (ii) bffity- pt- arty-soch L efler- except as- otherwise - indicated - in - this Agreement-(iii) Broker(s) has /have made no xepcesentation..concerning the existence, - testing, discovery- loeatioaand- evakmtien- e€fte<- and - Fisks - hosed bri�avireamenially hazardous substances-if any-located ori.or-potentialltLaffecting.the-Prop� and (iv) Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discovery, location and evaluation of /for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property. 20. AMERICANS WITH DISABILITIES ACT: The Americans With Disabilities Act ( "ADA ") prohibits discrimination against individuals with disabilities. The ADA affects almost all commercial facilities and public accommodations. The ADA can require, among other things, that buildings be made readily accessible to the disabled. Different requirements apply to new construction, alterations to existing buildings, and removal of barriers in existing buildings. Compliance with the ADA may require significant costs. Monetary and injunctive remedies may be incurred if the Property is not in compliance. A real estate broker does not have the technical expertise to determine whether a building is in compliance with ADA requirements, or to advise a principal on those requirements. Buyer and Seller are advised to contact an attorney, contractor, architect, engineer or other qualified professional of Buyer's or Seller's own choosing to determine to what degree, if any, the ADA impacts that principal or this transaction. 21. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages, the deposit actually paid. Buyer and Seller agree that this amount is a reasonable sum given that it is impractical or extremely difficult to establish the amount of damages that would actually be suffered by Seller in the event Buyer were to breach this Agreement. Release of funds will require mutual, Signed release instructions from both Buyer and Seller, judicial decision or arbitration award. BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION FOR ANY INCREASED DEPOSIT (C.A.R. FORM RID). Buyer's Initials / Seller's Initials / 22. DISPUTE RESOLUTION: A. MEDIATION: Buyer and Seller agree to mediate any dispute or claim arising between them out of this Agreement. or any resulting transaction, 'before resorting to arbitration or court action. Paragraphs 228(2) and (3) below apply whether or not the Arbitration provision is initialed. Mediation fees, if any, shall be divided equally among the parties involved. If, for any dispute or claim to which this paraaraph applies. any party commences an action without first attempting to resolve the matter through mediation. or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED. B. ARBITRATION OF DISPUTES: (1) Buyer and Seller agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral. binding arbitration, including and subject to paragraphs 22S(2) and (3) below. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of real estate transactional Law experience, unless the parties mutually agree to a different arbitrator, who shall render an award in accordance with substantive California Law. The parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part III of the California Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Interpretation of this agreement to arbitrate shall be governed by the Federal Arbitration Act. (2) EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following matters are excluded from mediation and arbitration: (i) a judicial or non - judicial foreclosure or other action or proceeding to enforce a deed of trust. mortgage, or installment land sale contract as defined In Civil Code §2985: (ii) an unlawful detainer action: (iii) the filing or enforcement of a mechanic's lien: and (iv) any matter that is within the jurisdiction of a probate. small claims. or bankruptcy court. The filing of a court action to enable the recording of a notice of pending action, for order of attachment. receivership. injunction, or other provisional remedies, shall not constitute a waiver of the mediation and arbitration provisions. (3) BROKERS: Buyer and Seller agree.to mediate and arbitrate disputes or claims involving either or both Brokers. consistent with 22A and B. provided either or both Brokers shall have agreed to such mediation or arbitration prior to, or within a reasonable lime after, the dispute or claim is presented to Brokers. Any election by either or both Brokers to participate in mediation or arbitration shall not result in Brokers being deemed parties to the Agreement. "NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY." "WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION." IBuyer's Initials / Seller's Initials _/ j Buyer's Initial ) Seller's Initials )(_ _) CPA REVISED 10102 (PAGE 6 OF 10) � Reviewed by -Dale rU,..= AASTEP COPY COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 6 OF 10) 23.. ASSIGNMENT: Buyer shall not assign ail or any part of Buyer's interests in this Agreement without first having obtained the written consent of Seller. Such consent shall not be unreasonably withheld, unless otherwise agreed in writing. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement. 24. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon, and inure to the benefit of, Buyer and Seller and their respective successors and assigns, except as otherwise provided herein. 25. COPIES: Seller and Buyer each represent that Copies of all reports, documents, certificates, approvals and other documents that are furnished to the other are true, correct and unaltered Copies of the original documents, if the originals are in the possession of the furnishing party. 26. NOTICES: Whenever notice is given under this Agreement, each notice shall be in writing, and shall be delivered personally, by facsimile, or by mail, postage prepaid. Notice shall be delivered to the address set forth below the recipient's signature of acceptance. Either party may change its notice address by providing notice to the other party. 27. AUTHORITY: Any person or persons signing this Agreement represent(s) that such person has full power and authority to bind that person's principal, and that the designated Buyer and Seiler has full authority to enter into and perform this Agreement. Entering into this Agreement, and the completion of the obligations pursuant to this contract, does not violate any Articles of Incorporation, Articles of Organization, ByLaws, Operating Agreement, Partnership Agreement or other document governing the activity of either Buyer or Seller. 28. GOVERNING LAW: This Agreement shall be governed by the Laws of the state of California. 29. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents, HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello -Roos and other Special Assessment District bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello -Roos and other Special Assessment District bonds and assessments and HOA special assessments that are now a lien but not yet due. Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows: (i) for periods after Close Of Escrow, by Buyer; and (ii) for periods prior to Close Of Escrow, by Seiler. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30 -day month. 30. WITHHOLDING TAXES: Seller and Buyer agree to execute any instrument, affidavit. statement or instruction reasonably necessary to comply with federal (FIRPTA) and California withholding Law. if required (C.A.R. Form AS). 31- iv1titTi�tfSTrfit�S1 RVfOE7PRBPERfiY DAT se (� �S at tha rreu to repe*t to t upe;cse O f Escrow, the terms of this transactio to be published -and disseminated -to p Rl ersens-a entities c ❑nc 32. EOUAC HOUSING OPPORTUNITY: The Propery is sold In compliance with federal, state and local anti- discrimination Laws. 33. ATTORNEY FEES: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non - prevailing Buyer or Seller. excerpt as provided in paragraph 22A. 34. SELECTION OF SERVICE PROVIDERS: If- Brokers- refer - Buyer -or- -S f- te--persorrs ,-vendors; °9r - se - r Tee-'Or pcedaet -arev der- Providers")- Brokers - not guarantee the performance of any Providers: Buyer and Seller may select ANY Providers of their own choosing. 35. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the parties are incorporated in this Agreement. Its terms are intended by the parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller. 36. OTHER TERMS AND CONDITIONS, including attached supplements: A. - Buyer Inspection Advisory (C.A.R. Form BIA) B. - Seller Financing Addendum and Disclosure (C.A.R. Form SFA) C. - Purchase Agreement Addendum (C.A.R. Form FAA paragraph numbers: ) D. C Buyer Intent To Exchange Supplement (C.A.R. Form BES) E. Seller Intent to Exchange Supplement (C.A.R. Form SES) F See Addendum A Buyer's Initials (� )( ) Seneis Initials ( )( l CPA REVISED 10102 (PAGE 7 OF 10) Reviewed by Date a r.oxmxm .1ASTER COP! COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 7 OF 10) r Iupc r....., _. "_ 37. DEFINITIONS: As used in this Agreement: A. "Acceptance" means the time the offer or final counter offer is accepted in writing by a party and is delivered to and personally received by the other parry or that parry's authorized agent in accordance with this offer or a final counter offer. B. "Agreement" means the terms and conditions of this accepted Commercial Property Purchase Agreement and any accepted counter offers and addenda. C. "C.A.R. Form" means the specific form referenced, or another comparable form agreed to by the parties. D. "Close Of Escrow" means the date the grant deed, or other evidence of transfer of title, is recorded. If the scheduled close of escrow falls on a Saturday, Sunday or legal holiday, then close of escrow shall be the next business day after the scheduled close of escrow date. E. "Copy" means copy by,any means including photocopy, NCR, facsimile and electronic. F. "Days" means calendar days, unless otherwise required by Law. G. "Days After" means the specified number of calendar days after the occurrence of the event specified, not counting the calendar date on which the specified event occurs, and ending at 11:59PM on the final day. H. "Days Prior" means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur. I. "Electronic Copy" or "Electronic Signature" means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either one to modify or alter the content or integrity of the Agreement without the knowledge and consent of the other. J. "Law" means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency. ) which shall be in writing and Signed b Seller and shall K. "Notice to Buyer to Perform" means a document (C.A.R. Form NBP 9 9 Y give Buyer at least 24 hours (or as otherwise specified in paragraph 17C(4)) to remove a contingency or perform as applicable. L. "Repairs" means any repairs (including pest control), alterations, replacements, modifications and retrofitting of the Property provided for under this Agreement. M. "Signed" means either a handwritten or electronic signature on an original document, Copy or any counterpart. N. Singular and Plural terms each include the other, when appropriate. 38. BROKERAGE: Neither Buyer nor Seller has utilized the services of, or for any other reason owes compensation to, a licensed real estate broker (individual or corporate), agent, finder. or other entity, other than as specified In this Agreement, in connection with any act relating to the Property, including, but not limited to, inquiries, introductions, consultations and negotiations leading to this Agreement. Buyer and Seller each agree to indemnify, defend, and hold the other, the Brokers specified herein and their agents, harmless from and against any costs. expenses or liability for compensation claimed inconsistent with the warranty and representations in this paragraph. 39. AGli p� —P�},TMttY ting INGBU Y ERSAN D L't'ERS- Boyer - 3ndi i possibility presentation by the Broker representing that principal. This disclosure ma art of a listinc agreement, bu cement or separate document (C.A.R. Form DA). Buyer un s that Broker representinc Buyer may alst other potential - buyers, who may consider, make off r ultimately acquire the Property. Seller understands threpresenting Seller may a sent o ers with competing properties of interest to this Buyer 8. CONFIRMATIllowing agency relationshi ere ' med for this transaction: Listing Agent riot Firm Name) is the agent of (chec4 one): -- the Seiv -_ both the Buyer and Seller. (print Firm Name) me as Listinc Selling Agen the agent of (check one): the Buyer exclusively; or the Seller exclusively; or G both the Buyer a alter 40. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller fo Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: 1, 2, 4, 5, 16. 17E, 29, 30, 35 36B -F, 37. 40, 42, 45A. 46 and paragraph D of the section titled Real Estate Broker on page 10. If a Gapy tete- Broker r by 9" p, r= N i� ^�� ^� ^ ^� _ � h- agFeement(s} and- pay- eut -ffom- Bayer' s -ex Seller's-Fandsor thr,-asappiicabfe. y efit(s). The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder's general provisions directly from Escrow Holder and will execute such provisions upon Escrow Holder's request. To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow. Buyer's Initials ( )( ) w Seller's Initials CoPVngni 'OUP. CAUFr, =t n: .:!: ;OC!,; f1gN l ?F 1EALTORS. I. , NC. Reviewed by Date awu CPA REVISED 10/02 (PAGE 8 OF 10) _ MASTER COPY COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 8 OF 10) B. A Copy of this Agreement shall be delivered to Escrow Holder within ) 3 business uyer and days after Acceptance ie Escrow (or Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by .• _ __ .- __ -_... u_i, c'i chic Anrooment. r3mrccrsarca - pay ty ,� ,� ,., paragrap section titled Real Estate Broker on page 10. Buyer and Seller irrevoc y- assign to ro compensation specified in p gra 42 and 45A, respectively, and irrev0 uct Escrow Holder to disbu hose funds to Brokers at Close Of Escrow, an er mutual ly executed cancellation agreemf Compensation instructions can be ame evoked on written consent of Brokers. Escrow HoI shall immediately noti s: (i) if Buyer's initial or any additional dep�s t made pursuant to Agree snot good at time of deposit with Escrow Holder; or (ii) if Buyer and Seller ins r w Hol he H.li,,.mrl M D. A Copy of any amendment that affects any paragraph tut wi -, - - - Escrow Holder within 2 business days after mutual execution of the amendment. T— SCOPE- 61F.BROitE wledge and a 'Bu er should pay or Seller should accept; (ii) do not guarantee the condition of the Property (iii) do not guarant he I performance, adequacy or completeness of inspections, services, products or repairs provided or made b eller or others; (iV� shall not be responsible for identifying defects that are not known to Broker(s); (v) shall not be responsible for inspecting public records or permits concerning the title or use of the Property; (vi) shall not,be responsible for identifying location i� b Ay oundary lines or other items.affecting title; (vii) shall not be responsle for verifying square j footage, representations-of others or information contained in inspection reports. MLS or,POS, advertisements, ers or other promotional materiat unless otherwise agreed in writing; (viii) shall not be responsible for providing legal on !, tax advice regarding any aspect -of a transaction entered into by Buyer or Salle he course of this representation; and (ix) shall not be responsible for providing other advice or information that exceeds the knowledge, education and; experience required to perform real estate..licensed activity. Buyer and Seller agree to seek legal. tax, insurance, title and other desired assistance from appropriate professionals. 42. BROKER COMPENSATION FROM BUYER: If applicable, upon Close Of Escrow, Buyer agrees to pay compensations to Broker as specified In a separate written agreement between Buyer and Broker. 43. TERMS AND CONDITIONS OF OFFER: This is an offer to purchase the Property on the above terms and conditions. All paragraphs with spaces for initials; by Buyer and Seller are incorporated in this Agreement only if initialed by all parties. If at least one but not all parties: initial, a counter offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. Buyer has read and acknowledges receipt of a Copy of the offer and - agrees to the above confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. 4 EXPIRATION OF OFFER: This offer shall be deemed revoked and the deposit shall be returned, unless the offer is Signed by and a. Copy of the Signed offer is personally received by Buyer, or by / who Is authorized to receive it by 5:00 PM on the third cafel�dar day this offer is signed by Buyer (OR, checked Ei by (da at Buyer rro onai uu. u a - - - -- / � 7 Date By Name Perfnted lames wang. rceslue111 - Address 7821 E Garvey Ave. City Rosemead State CA Zip 91770 Telephone (626) 571 -2288 Fax Buyer By Name Printed Address Telephone Notice Address, If Different City Fax CPA REVISED 10/02 (PAGE 9 OF 10) E-mail Date State Zip E -mail JJ Buyer's Initials Seller's Initials ( Reviewed by Dare o° o� MASTER COPY COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 9 OF 10) 45. R: Ar Seller - agrees to- pay- compensatio en B:- +f-- ese+eareees -*let- elese,--earrtpensaee++ .,-, -. .......,...__ _ 46. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer, agrees to sell the Property on the above terms and conditions, II'le ',,.. Seller has read and acknowledges receipt of a Copy of this Agreement, a Sr. F] (If checked) SUBJECT TO ATTACHED COUNTER OFFER, DATED Seller Laidlaw Realty Associates LLC M Date Name Printed Robert Laidlaw, Manager Address 610 Vaquero Road City Arcadia State CA Zip 91007 Telephone (626) 851 -0412 Fax Seller By Name Printed Address Telephone Notice Address, If Different (_ /_) Confirmation of Acceptance: A Copy of Signed Acceptance was personally received by Buyer or Buyer's authorized agent (Initials) on (date) at _ AM /PM. A binding Agreement is created when a Copy of Signed Acceptance is personally received by Buyer or Buyer's authorized agent whether or not confirmed in this document. 'Completion of this confirmation is not legally required in order to create a binding Agreement; it is solely intended to evidence the date that Confirmation of Acceptance has occurred. REAL ESTATE BROKERS: A. Rea ate Brokers are not parties to the Agreement between Buyer and Seller. B. Agency re ships are confirmed as stated in paragraph 39 above. C. If specified in paragraph.2A. Agent who submitted offer for Buyer acknowledges receipt of deposit. D. COOPERATING BROKER- COMPENSATION: Listing Broker agrees to pay Coope (Selling Firm) and Cooperating Broker agrees to accept, .. out of Listing Broker's proceeds in escrow;.(i)-the amount specified in the MLS or PDS, provided Cooperating Broker is a Participartt -of the MILS or PDS in which the property is offered for,sale or a reciprocal MILS or PDS: or (ii) - (if checked) the amount specified in a separate written,agreement (C.A.R. Form CBC) between Listing Broker and Cooperating Broker. Real Estate Broker (Selling Firm) By Date Address City State Zip Telephone -Fax E -mail Real Estate Broker g Firm) By Date \ Addr City State Zip Telephone Fax E -mail ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of 5 counter oRernumbers and and agrees to act as Escrow Holder subject to paragraph 40 of this Agreement, supplemental escrow instructions and the terms of Escrow Holder's general provisions Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder City Escrow Holder is licensed by the California Department of Corporations,. 1 Insurance, i Real Estate. License a THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORSV (G.A.H.I. NU ner-ntxiv INi iviv a tv . -.._ _... - ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON OUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE. CONSULT AN APPROPRIATE PROFESSIONAL. This form is available for use by the entire real estate industry. It is not intended to idemifv the user as a REALTOR& REALTOR@ is a registered collective membership mark wnic r m ''1 ay be used only by members of the NATIONAL ASSOCIATION OF REALTORS@ who subscribe to its Code of Ethics. S UCE Published by the California Association of REALTORSO ine System for Success" Reviewed by Date eau"asi.c CPA REVISED 10/02 (PAGE 10 OF 10) MASTER COPY COMMERCIAL PROPERTY PURCHASE AGREEMENT (CPA PAGE 10 OF 10) Fax E -mail Date State Zip E -mail Ff_r,m : B02 LR (DLRW (home o r ;ice l PHONE Flo. : 618 447 465- Ju 1. G)1_ 2UW ' h/i Lit:•.' t.'. l�, i ,u.,�..! as .BjICIKEII- CCNAJ"F:N6aiii" i. -W)fe 9titER: �11 �. 9r II n .171f IE+8311!')4dy(!Cd 11�',p6,dl'Oi 1 IrnLnr a n y :r •d: __ I �.ua�lw- +J:rr- ... yLbu;4: i'ei. - sGI1DJ.. or has tho ronmonl. A:IL..errwr�ieYY- n9ttihx- oompen T'f i fie ilsr is - SP +.I. /\(:�(:Vn.J d. 46. ACCEPTANCE OF OFFER! Seller wurrnule that `; ellnr le thn owns: of the FlGPeny, or has ;hfl ]vl�IGrI1V ti, cKCC sb ¢� ^ - Feiler accepts the above oJ1nr, aglcra lu ::d'. the Prop <1iy on tho a'r. ove Ian• a and cCndiliuns, w' aVG duo -ta d..1Lr a - pH ern;`1-e !;b 61 P . Galler h.,a r5ad and '.ckro.1gdrgtl 'eCeivt of a CuHl LI Vu' ! W"en n t :t�U- I (.! I`.o SUOJFCT TO AT'AU11 rnun TFR OFFER, 7 r_ J .Nun+( ci ltvd , Rut C lnldl. Mansber __ _. '` �, A�c -.... ) Artrlrrr:l. r,]n VflyyLLlSu Fund 1 1 � G - y Id 6 ' cf rIL �' Te rinhone ..(1i2b.; 8.5_L - 9y12. _1'111 rL,( - ....- - -- -' Er and _ +I ` nV N N11C Pnntett —___ —.... '- -' ;taco ..... "F ........... .. . Andre 59 ... ... _._. --------- ... . City _ __ _..... ... -- —_ - -- ....__.._- -_. .. -. _.. - _ Confirm anon of Aeu PLnnce AL,C_'M %P Id g A binding Agreement la reMV`J eN eli a Copy of Ignrd A('COPl 1$ r,od I�IUtiaisl On (1al5) - a; personally rece ived 6y Buyer or Buyer's etlihPi ed age nt whether Ut nO1 [DIIIIr riled in this document Completion n Of this COnfirmi lino is not legally reQUl t in W'Cel l0 ereale a lrindin A r•.+I; it in sul.dy mini+detl to sviden Gc the dote Ihn, Confirmation Of Acceptance has 000Ulrecl. FMAIL_957ATE MROKFRS: —. —__. - A. nee 'Eat to Blokem are nol Varlica to the Ayrcemmd bclwnon Auyer entl Seller B. Agency re chipc Pro confirmed as atnted In paregraph 79 above. C. II:pK.11�ed In palerJiryll ZA.A.ge'a• , vilu 5t11'nulea )Hal for °.uyel l, l aCkuG'JVIeJges r • +r !le�..'I U. COOPERATING DROJC�?'N Cf)MphNSAT ION' Llstu,o Llrnkm sgrre� t isv 4„P I?t ^�pl�elli:ultlrr rrrlt] C'pUp Ct Olil`) 1111 'n2r i, 9;F..; 10 ,fCCF ?t• uul J (31Lker OrUL 'Js III 1( w:.• + .1 'Al h.� Ile- IYrlJeny 4 CJ .: I I Drc'vldi +d l:oup r;J!n+q Hrokers n i ar is oaTt cl In tvl S of Pt ;5 in I'47ti' ..1 (iii Coneeating bickul. - .. _.... ... _. =1 I Latatc 7 t- I!D: +u F _ �1. City._._ —._ .. .. .. - -._ 19u'.A. C. -:anp urJaL'1 - liY ,�.._ .. _..._..... - InL ....... r_., ... _ �_- AnUf L -R Elrl ESCROW MOLDEn ACKNOWLECOh1FNT - + OI to cwr ruunlJ•ullY. _ Unp i.orGli 'i Gt'1 n. ... ... .. ... -. _._.. _ - . end 0¢; imlvn.e� i.u,r -..an 111.r I n - U6y 1 +<lM1Lle la Ucvil +err 41, VUra'On IL nulun..,..1 �Ilr ( +C fAIJ; spat A n_AI .„�qTC Orx).GN 1i IIJL' {FI � Tr Ir r I hl 1 nv v'U ]<,t IE ULLN L: inL Ln It(Jn NIF 'JSriI IA nr _n nI IT( Ir Ir AYLL A. TU itl L AnCUlinr:l +r /NY (' oJlslor1 IN ANY $ - C rIC fILAN. 4Li U"r. If YOU f /l'. ll'(. IUf11PY UJ(r (pl!11�.11 nnnrlCnrlR[YY ^4AG':Jl�nl. ` ! ,IFnmi 'ILhll..,.rt17 wv aJSLCnUa C Il C .( CI rll_r F'um+c . hna C /In rFlr2' -- -___ Jl1 Cfr C.Jb1l.h, I nV C t 5.. w'n rc ^vrrdly ._....v r rrA RV VIFED lva" (PACE iD or I07 hl/I T6fa CUPJ . COMMERCIAL PROPEF.7'i n11RQMA9F_ AGREEMENT lC PAUL 10 C'F 1 U1 FROM: C H AUTO PHONE NO. : 626571202 =' Jul. 03 2003 10:1 ©PM P1 ADDENDUM A Addend n' to Para� 2(3".): Seiler has the right of first refusal to matc yh d financ' �t B shall lnotify pr ocured ller in by BnYj That means, after having obtained an ap and Seller shall have i?ve (>) day t s after receipt thereof to e.;ns and conditions of such notify Buyer of Seller's decision to faranc ng, same terms and conditions� finance the p uichase under the except the loan fee and other batik charges. In the e' ent that Seller provides financing, there be no loan fee or other charges. Addendum to Paragraph 12(B): (7) Two (2) mobile homes and one (l) cortainer. Addendum to Paragraph 36: proval and 36(F) The purchase of thz ProPenies is con g I I t o to a p before t e cl Roscc ose o esc o ' for the nead of $125,000.00 to Buyer or a pa , ourek ase of the FroPert'es- he S IoS 00 f0 is the result of the cirv's condemnat on of IIu er's art. - Rns d Cal iFornt 36(G) Selle warrants that the title to he 2 mobile homes and 1 container located on the p is free nd clear of all liens: enc unbrances and clouds. Seller Warrants that a'er nlairg located on the Property is in good workina condition at the close of escrow.'. 36(H) Sellcr r epresents that the tank(s) on the Propen vr tashvere removed pursuant to thc'.aws and will provide Buyer with the cenincate of such clean -up. 36(I) Seller represents that there is no b no commission is to be paid to anyone- roker or agent involved in this transaction and, therefore, Seller further warrants that it will be solely responsible for any and all claims for commissions, and will o arty other er beand held Buyer thiv(i m Qorhirg om any such Clair is or causes of action for eorunissions or atly thr.�f t by an regarding any in tail Agreement will be seemed to confer an,, benefit on any third parry commission. 36(;) The parties ag*ee to cooperate with each other's tax defe od exchanges at no cost or liability to the other. i.e., ale Iccorrunodatirg party. ao -os 10 c0 ci - -- 5u i , D'ovement Seller's Initia� / Buycr'sInitial_ �Z� EXHIBIT B TO OWNER PARTICIPATION AND OPTION TO PURCHASE AGREEMENT COMMUNITY DEVELOPMENT BLOCK GRANT REQUIREMENTS PARTICIPANT shall maintain for a period of at least three (3) years from acquisition of the Replacement Property the following records: 1.1 Records pertaining to this Agreement, including required documentation for permanent full -time jobs created and information on income eligibility of persons hired for those positions. 1.2 Documentation of all CDBG funds received from CITY 1.3 Documentation of expenses incurred. Documentation includes receipts, in cancelled checks, inventory records for non - personnel cost. PARTICIPANT agrees to'comply fully with all applicable Federal, State and local laws, ordinances, regulations and permits. PARTICIPANT shall secure any new pen required by authorities herein with jurisdiction over the projects and shall maintain all presently required permits. PARTICIPANT shall ensure that the requirements of the California Environmental Quality Act (CEQA) are met for any permits or other entitlements required to carry out the terms of this Agreement. PARTICIPANT is prohibited from using funds provided herein for political activities as defined in CFR 570.207 (a) (3), lobbying, political patronage and nepotism activities. PARTICIPANT shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, familial status or handicap. PARTICIPANT shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, familial status or handicap. such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rate of pay or other forms of compensation and selection for training including apprenticeship. PARTICIPANT agrees to post in conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. PARTICIPANT shall, in all solicitations or advertisements for employees placed by or on behalf of PARTICIPANT, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. 6 PARTICIPANT shall send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract of understanding, a notice advising the labor union or workers' representative of PARTICIPANT'S commitment under Section 202 of Executive Order No. 11246 of September 24, 1965 (as amended) and shall post copies of the notices in conspicuous place available . to employees and applicants for. employment. In event of PARTICIPANT'S failure to comply with rules, regulations, or order required to be complied with pursuant to this Agreement, CITY may cancel, terminate or suspend in whole or in part its performance and PARTICIPANT may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965 and such other sanctions as may be imposed and remedies invoked as provided in the Executive Order 11246, or by rule, regulation, or . order of the Secretary of Labor, or as otherwise provided by law. PARTICIPANT agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. PARTICIPANT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all required agencies. . ' CITY and the United States Government and/or their representatives shall have access for purpose of monitoring, auditing and examining PARTICIPANT's activities and performance, to books, documents and papers and the right to examine records of PARTICIPANT'S subcontractors, bookkeepers, accountants and employees in regard to this Agreement. CITY and the United States Government and /or their representative shall . also schedule on -site monitoring at their discretion. Monitoring activities may also include, but not be limited to, questioning employees and entering any premises or any site for the activity funded hereunder or in which any of the records of PARTICIPANT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in Federal or State law. EXHIBIT C PROMISSORY NOTE SECURED BY DEED OF TRUST Amount: $100,000.00 Date: 1 2003 This Promissory Note ( "Note ") is made by Pro Sharp Co., a California corporation [and owner of property if Pro Sharp is not the owner of the property used as security] ( "Borrower ") for the benefit of the CITY OF ROSEMEAD ( "City ") in implementation of an Owner Participation and Option to Purchase Agreement dated , 2003, between the City, the Rosemead Community Development Commission and Borrower, which agreement, together with this Note, constitute the "Loan Documents ". Capitalized terms used herein shall have the meaning Ascribed to them in the Loan Documents. FOR VALUE RECEIVED, Borrower'promises to pay to City, or order, at 8838 E Valley Blvd. Rosemead, CA 91770, the principal amount of $100,000.00, less the portion thereof that is attributable to Relocation Benefits, together with all interest which shall accrue on all outstanding amounts at the rate of 3% per annum, calculated on an actual day basis using a 365 -366 day year. Annual installments of principal in an amount equal to one tenth of 5100,000 less the portion thereof that is attributable to Relocation Benefits, (10% x($100,000- Relocation Benefits)) together with interest accrued to date of payment, shall be payable commencing on the first anniversary of this Note, and annually thereafter on the same day of each succeeding year. The principal due on each installment due date, and all interest due on that installment due date, shall be forgiven and waived by City, and shall thereafter be treated as if paid, if, and only if, Participant has operated the.Business continuously on the Replacement Property from completion of relocation to the Replacement Property to the due date of the installment and Participant is not in default of any of its obligations under the Loan Documents. All outstanding principal and interest shall become due and payable upon Agency''s demand in the event that the Borrower defaults under any of the terms of the Loan Documents or if Borrower' tenninates, sells, transfers or otherwise discontinues its use of the Replacement Property or operation of the Business thereon. ' Borrower agrees to pay all costs and expenses, including reasonable attorneys' fees, which may be incurred by the Agency in the collection or the enforcement of any provision of this Note or the other Loan Documents. Date: By: EXHIBIT D TO OWNER PARTICIPATION AND OPTION TO PURCHASE AGREEMENT ESCROW NO. ASSESSOR'S PARCEL NO: PROPERTY ADDRESS: TITLE REPORT NO: 5287- 039 -002 and 003 7815 -7821 E. Garvey Avenue, Rosemead AGREEMENT FOR ACQUISITION OF REAL PROPERTY (ESCROW INSTRUCTIONS) THIS AGREEMENT is entered into this _ day of I , by and between the ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION or assignee (hereinafter called 'Buyer'), and PRO SHARP CO., a California corporation (hereinafter "Seller "), for acquisition by Buyer of certain real property hereinafter set forth. This Agreement executes an Option to purchase provided Buyer in that Owner Participation and Option to Purchase Agreement between the parties (the "OPA "). Terms used herein. shall have the meaning ascribed to them in the OPA. THE PARTIES AGREE AS FOLLOWS: 1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell to Buyer, -and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this agreement, all that certain real property (hereinafter called "Property ") legally described as: , Lots 4 and 5 of Tract No. 7223 in the City of Rosemead, County of Los Angeles, State of California, as per map recorded in Book 85, page 38 of Maps in the Office of the County Recorder of said County. 2. PURCHASE PRICE. The total purchase price shall be the sum of EIGHT HUNDRED THOUSAND DOLLARS ($800,000.00). Buyer shall receive a credit of TWENTY FIVE THOUSAND DOLLARS ($25,000.00) towards the purchase price by application of the Option payment provided for in the OPA between the parties. The balance of the purchase price shall be payable in cash through escrow 3. CONVEYANCE OF TITLE. Seller agrees to convey by Grant Deed to Buyer marketable fee simple title to the Property free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases and taxes EXCEPT: A. Taxes: Property taxes which are a lien not yet due or payable for the current fiscal year. B. Easements: Any public alley, public utility and public street easements and rights of way of record. C. Leases or other rights of possession: None. 4. OPENING OF ESCROW. Buyer and Seller agree to open an escrow in accordance with this Agreement at an Escrow Company selected by Buyer (the "Escrow Agent "). This Agreement constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts necessary to close this escrow in the shortest possible time not to exceed SIXTY (60) days > . oil 49t 5. TITLE INSURANCE POLICY. Escrow Agent shall, following recording of deed to Buyer, provide Buyer with CLTA Standard Coverage Policy and Title Insurance in the amount of $800,000.00 issued by a title insurance company acceptable to Buyer showing title to the"Property vested in Buyer, subject only to the exceptions set forth in Paragraph 3 and the printed exceptions and stipulations in said policy. Buyer agrees to pay the premium charged therefore. 6. ESCROW Seller has executed and handed a deed to Buyer, concurrently with execution of this Agreement. As soon as possible after opening of escrow, Buyer. will deposit the executed deed, with Certificate of Acceptance attached, with Escrow Agent on Seller's behalf. If Buyer is not the Commission or the City, but an assignee of the Commission other than the City, Buyer shall deposit into escrow FIFTEEN THOUSAND DOLLARS ($15,000.00) which is non - refundable but applicable to purchase price. If Buyer, other than the Commission or the City, thereafter fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages, the deposit so paid. o--3 ' 3 Buyer agrees to deposit the balance of the purchase price upon demand of Escrow Agent. Buyer and Seller agree to deposit with Escrow Agent any additional instruments as may be necessary to complete this transaction. All funds received in this escrow shall be deposited with other escrow funds in a general escrow.account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by check from such account. P / >ESCROW AGENT IS AUTHORIZED AND INSTRUCTED TO, AND SHALL: • Comply with the following tax adjustment procedure: A. Pay and charge Seller for any unpaid delinquent taxes and/or penalties and interest thereon, and for any delinquent or non- delinquent assessments or bonds against the property; B. From the date that tax information becomes available, up to and including, June 30, Seller's current taxes, if unpaid, shall be prorated to date of close of escrow on the basis of a 365 day year in accordance with the County Collector's proration requirements, together with penalties and interest if said current taxes are unpaid after the due date. At close of escrow, a check payable to the County Tax Collector for Seller's prorata portion of the taxes shall be forwarded to Buyer with the closing statement; C. In the event that Commission or City is the Buyer, any taxes which have been paid by Seller prior to the opening of this escrow shall not be pro -rated between Buyer and Seller, but Seller shall have the sole right, after close of escrow, to apply to the Los Angeles County Tax Collector for refund of such taxes which may be due Seller for the period after close of this escrow pursuant to Section 5096.7 of the California Revenue and Taxation Code. In the event that the Buyer is a private party, taxes shall be prorated between Buyer and Seller. • Pay and charge Seller for any amount necessary to place title in the condition necessary, to satisfy Paragraph 3 of this Agreement. • Pay and charge Buyer for all escrow fees, charges and costs payable under Paragraph 7 of this Agreement. • Disburse funds and deliver deed when conditions of this escrow have been fulfilled by Buyer and Seller. • Insurance policies for fire or casualty are not to be transferred, and Seller will cancel his own policies after close of escrow. • Escrow Agent need not be "concerned with rental prorations. The term "close of escrow," if and where written in these instructions, shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through this escrow is authorized if necessary or proper in the issuance of said policy of title insurance. All time limits within which any matter herein specified is to be performed may be extended by mutual agreement of the parties hereto. Any amendment of, or supplement to, any instructions must be in writing. TIME IS OF THE ESSENCE IN THESE INSTRUCTIONS. AND ESCROW IS TO CLOSE AS SOON AS POSSIBLE. If this escrow is not in condition to close within sixty days from Buyer's exercise of the Option, any party who then shall have fully complied with his/her instructions may, in writing, demand the return of his money or property; but if none have complied no demand for return thereof shall be recognized until five (5) days after Escrow Agent shall have mailed copies of such demand to all other parties at the respective addresses shown in these escrow instructions, and if any objections are raised within said five (5) day period, Escrow Agent is authorized to hold all papers and documents until instructed by a court of competent jurisdiction or mutual instructions. If no demands are made, proceed with closing of this escrow as soon as possible. ON Responsibility xpre for Escrow Agent under this Agreement is essly limited to Paragraphs 1, 2, 3, 4, 5, 6, 7, 9<8 >, 3-3 13> and 14<5> and to its liability under any policy of title insurance issued in regard to this transaction. 8 >. ESCROW FEES, CHARGES AND COSTS. Buyer agrees to pay all usual fees, charges and costs which arise in this escrow. 9 >. PERMISSION TO ENTER ON PREMISES Seller hereby grants to Buyer, or its authorized agents, permission,to enter upon the Property at all reasonable times prior to close of escrow for the purpose of making necessary or appropriate inspections. 10 >. CLOSING STATEMENT. Seller instructs Escrow Agent to release a copy of Seller's statement to Buyer in order to allow Buyer to ascertain if any reimbursements are due Seller. 11 >. LOSS OR DAMAGE TO IMPROVEMENTS. Loss or damage to the real property or any improvements thereon, by fire or other casualty, occurring prior to transfer of possession, shall be at the risk of Seller, and thereafter shall be at the risk of Buyer. 12 >. FULL AND COMPLETE SETTLEMENT. — > A. This is an acquisition by Buyer under threat of eminent domain. However, - Buyer has advanced the purchase of this Property in order to accommodate Seller's need to relocate the Business operated on the Property. Buyer is a governmental entity and Seller acknowledges that he /she is aware that persons displaced as a direct result of acquisition of property for a public project have a right to be reimbursed for their moving expenses and to receive other relocation assistance and benefits pursuant to Government Code §7260 et seq. unless waived. B. Seller acknowledges he /she is aware that when property is acquired for a public project by eminent domain that the property owners and occupants are entitled to have the property appraised and to have a jury determine the amount that constitutes just compensation for the property being acquired, including, but not limited to, compensation for the realty, for improvements pertaining to the realty and for any goodwill loss, unless waived. C. - Seller agrees that it has accepted the purchase price and other consideration, including Relocation Assistance provided in this Agreement and the OPA as a full and complete settlement of any and all amounts to which it might be entitled, were the property acquired by Buyer by eminent domain, inverse condemnation, or otherwise, including the value of the realty, of improvements pertaining to the realty, compensation for any goodwill loss and for costs, attorneys fees, interest or other claims compensable in an eminent domain or inverse condemnation proceeding and including any claims for relocation benefits to which Seller, as an individual or in her capacity as trustee, might be entitled pursuant to Government Code Sections 7260 et seq. D. Seller agrees that notwithstanding the potential for being compensated for relocation benefits and to have a jury determine just compensation as set forth above, SELLER, ON BEHALF OF HIMSELF/HERSELF, AND ON BEHALF OF HIS /HER SUCCESSORS AND ASSIGNS, AGREES THAT SELLER, FOR THE COMPENSATION PROVIDED FOR HEREIN AND IN THE OPA, DOES HEREBY FOREVER WAIVE, RELEASE, DISCHARGE AND DISCLAIM ANY AND ALL RIGHTS TO AND CLAIMS OF ANY NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR NON - CONTINGENT, ANTICIPATED OR- UNANTICIPATED, WHICH IT MAY HAVE OR NOW HAS OR WILL HAVE AGAINST THE BUYER OR THE CITY OF ROSEMEAD AND THEIR SUCCESSORS AND ASSIGNS ( "Released Parties "), ARISING DIRECTLY OR INDIRECTLY OUT OF OR BASED UPON, OR IN ANY WAY CONNECTED WITH: (i) RELOCATION BENEFITS TO WHICH SELLER MAY BE ENTITLED UNDER GOVERNMENT CODE SECTION 7260 ET SEQ.; AND (ii) JUST COMPENSATION FOR THE PROPERTY, INCLUDING CLAIMS FOR THE VALUE OF THE PROPERTY, IMPROVEMENTS PERTAINING TO THE REALTY, GOODWILL LOSS OR ANY OTHER CLAIMS COMPENSABLE IN EMINENT DOMAIN PROCEEDINGS AND THE RIGHT TO HAVE SUCH CLAIMS APPRAISED 7 AND TO HAVE A JURY DETERMINE THE AMOUNT OF SUCH CLAIMS (collectively, the "Released Claims "). E. Seller acknowledges that it is familiar with and voluntarily waives any right or benefit arising from Section 1542 of the Civil Code of the State of California which provides as follows: "A general release does not extend to claims which the _ creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have. materially affected his settlement with the debtor." In connection with such waiver and relinquishment, Seller is aware that she or her attorneys or agents may hereafter discover facts in addition to or different from those which the Seller now knows or believes to exist with respect to the subject matter of this Agreement, but that it is Seller's intention to hereby fully, finally, and forever release all of the claims, disputes and differences, known or unknown, suspected or unsuspected, that Seller, individually or as trustee, may have or may hereafter acquire against any of the Released Parties, resulting from or in any way related to the Released Claims. This Agreement shall remain in effect as a full and complete release notwithstanding'the discovery or existence of any such additional or different facts. Seller's initials: F. Seller shall not commence, voluntarily aid, or prosecute, or cause to be commenced or prosecuted, against any of the Released Parties any action or proceeding in connection with or arising out of any Released Claim. G. Seller represents and warrants to the Released Parties that it has not assigned or otherwise transferred any interest in any Released Claim and further agrees to indemnify, defend and hold the Released Parties harmless from any liability, claims, demands, costs, expenses, and attorneys' fees incurred as a result of any other party asserting any such right or claim under any such assignment or transfer given by Seller. H. In the event that any of the Released Parties brings an action to enforce its rights under this Agreement, the prevailing party in such action shall be entitled to an award of its reasonable attorneys' fees and costs. 9 13 >. TAX REPORTING AND WITHHOLDING Prior to close of escrow Buyer and Seller shall execute and deliver a Taxpayer ID Certificate in such form as may be required by the IRS pursuant to section 6045 of the Internal Revenue Code. Seller shall furnish to Buyer, on or before the close of escrow, a sworn affidavit stating under penalty of perjury that Seller is not a "foreign person" as such term is defined in Section 1445 of the Internal Revenue Code of 1954, as amended, or such other evidence that Buyer is not required to withhold taxes from the purchase price under Section 1445(a) of the Internal Revenue Code. 14 >. HAZARDOUS WASTE. Seller warrants that neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant or user of the Property used, generated, released, discharged, stored or disposed of any hazardous waste, toxic substances or related materials ( "Hazardous Materials ") on, under, in or about the Property, or transported any Hazardous Materials to or from the Property. The term "Hazardous Materials" shall mean any substance, material or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is defined as a "hazardous substance," "hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" in the California Health and Safety Code. 15 >. MISCELLANEOU PROVISIONS A. This agreement may be executed in counterparts, each of which so executed shall, irrespective . of its execution and delivery date, be deemed an original, and all such counterparts together shall constitute one and the same instrument. B. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto: C. This Agreement, together with the agreements incorporated herein, contain the entire agreement between both parties,. neither party relies upon any warranty or representation not contained in this agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth above. E > MAILING ADDRESS OF SELLER SELLER - PRO SHARP CO James Wang, President MAILING ADDRESS OF BUYER BUYER - ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION < < Bill Crowe, Executive Director 10