HomeMy WebLinkAboutAGMT - Dolk, Karl W. - CHP 80 (Purchase & Sale and Escrow Instructions) r-'
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1 Mark Gorton (99312) a> -- :' �a
. Mary E. Olden (109373) ,' f
2 Todd M. Bailey (109519) % IOW:::
McDONOUGH, HOLLAND &ALLEN to 0/14'1-
3 A Professional Cornoration , aToFC, 1 132:e-
555
Capitol Mall, N.inth Floor �.-';
4 Sacramento,California 95814 - is�° �„.tJ
Telephone: 916 144 3900
5 Facsimile: 916 'M4 8334 , Q Z0.
6 Attorneys for Post-Confirmation Trustee �`
Karl W. Dolk S�SEc ePZXOeP,c i-ORN1P
7 Fl`-
8 UNITED STATES BANKRUPTCY COURT
9 EASTERN DISTRICT OF CAT.TFORNIA
10 (Sacramento Division)
• 11 In re ) Case No. 89-23204-C-11
12 CALIFORNIA HISTORIC ' ) MC. No. MHA-9
PROPERTIES — 80, a California )
13 limited partnership, ) AMENDED ORDER
AUTHORIZING SALE OF SEAL
14 ENTERED ON DOCKET Debtor. ) BEACH PROPERTY AND
AUTHORIZING PAYMENT OF
15 ) REAL ESTATE BROKER'S FEES
AUG 1 5 2001 )
16 ) Date: August 8, 2001
Time: 9:36 a.m.
17 CLERK.U.S.BANKRUPT V COURT ) Dept: C, Courtroom 35
EASTERN DISTRICT OF CAUFORNIA )
18
19 The motion of Postconfirmation Trustee Karl W. Dolk ("Trustee") inter alia to sell
20 ' real property came on for continued hearing on August 8, 2001 on the Court's 9:30 a.m.
21 calendar. Mary E. Olden appeared on behalf of the Trustee. Other appearances were
22 noted on the record.
23 The motion seeks authority to sell that real property commonly known as Old Seal
24 Beach City Hall and more particularly described in Exhibit A attached hereto ("the
25 Subject Property") to the City of Seal Beach ("the City") pursuant to the terms of the
26 Purchase and Sale Agreement ("the Agreement") attached hereto as Exhibit B, free and
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1 clear of all liens, claims and encumbrances except as set forth in the Agreement and this
2 Order and to pay a real estate broker's fee.
3 The Court, having considered the motion, the exhibits to the motion, all objections
4 asserted to the motion, all competing offers and bids, other pleadings and documents on
5 file in this chapter 11 case, the arguments of counsel and offers of proof introduced at
6 hearing on the motion, and good cause appearing therefor,
7 HEREBY FINDS AND ORDERS:
a 1. .This Court has jurisdiction over this case pursuant to 28 U.S.C. sections 1334
9 and 157(a). The motion is a core proceeding under 28 U.S.C. section 157(b).
10 2. Due and proper notice of the motion and of the hearing thereon has been
11 given to all parties entitled thereto and such notice is hereby approved.
12 3. Karl W. Dolk is the duly appointed, qualified and acting postconfirmation
13 trustee in this case and owns in trust the property of the estate. The Subject Property is
14 property of this estate.
15 4. The relief requested in the motion is granted in its entirety. The Court did
16 not approve any overbid, the terms of the Agreement being in the best interest of the
17 estate and the parties in interest herein.
18 5. The sale is approved free and clear of all existing liens, encumbrances and
19 interests.
20 6. The execution of the Agreement by the Trustee is approved. The Trustee is
21 hereby authorized and directed to execute any and all additional agreements as
22 contemplated by the Agreement, and to execute and deliver such additional conveyances,
23 assignments, agreements, instruments, amendments, schedules and documents as may be
24 necessary to consummate the Agreement and effect the transaction contemplated therein.
25 7. Effective at close of escrow, all the Trustee's and the estate's right, title and
26 interest in and to the Subject Property shall be sold, conveyed, assigned, transferred and
27 delivered to the Buyer free and clear of any and all liens, mortgages, pledges, security
28 interests, restrictions, prior assignments, liabilities, obligations, encumbrances, charges
a ALLEN
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Order Authorizing Sale of Seal Beach Property and Authorizing Payment of Real Estate Broker's Fees
1 and claims of any and every kind, nature and description whatsoever.
2 8. The Buyer is a good faith purchaser under 11 U.S.C. section 363(m) and is
3 entitled to the protection of that section.
4 9. Except as otherwise provided by further order of this Court, this Court shall
5 retain jurisdiction over the proceeds of the sale, and further retain jurisdiction to
6 determine any disputes or controversies arising in connection therewith or relating
7 thereto. This Court shall also retain jurisdiction to resolve any disputes relating to the
8 interpretation'of the terms and conditions of the Agreement and this Order.
9 10. The payment to CB Richard Ellis, Inc. ("CB") of a real estate broker's fee in
10 the amount of$20,000 is hereby approved.
11 11. The Agreement and this Order shall be binding upon and shall inure to the
12 benefit of the parties thereto and their respective successors and assigns, including
13 without limitation, any successor postconfirmation trustee who may be elected or
14 appointed in this case or in any subsequent chapter 7 case.
1$ DATED: 14 ti�o� , 2001 ( '
16 'cm
17 Honorabl`- Christopher M. Klein,Judge
United Sta -s Bankruptcy Court
18
MEO/Order2SellProp
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ALLEM
ro 3
Order Authorizing Sale of Seal Beach Property and Authorizing Payment of Real Estate Broker's Fees
• •
EXHIBIT A
LEGAL DESCRIPTION
Being those portions of Lots 1,3,5 and 7, and Block 107 of Bay City Map in the City of Seal Beach,
County of Orange, State of California,recorded in Book 3, Page 19 of miscellaneous maps,records of
Orange County, more particularly described as follows:
Beginning at the southeast corner of said Lot 1;
Thence,northeasterly 87 feet along the easterly line of said Lots 1,3,5 and 7, said easterly lot line also
being the westerly line of 8th Street, to a point of intersection with the easterly prolongation of the
exterior face of the northerly wall of the old City Hall building constructed in 1929;
Thence,northwesterly perpendicular to said 8th Street,along the exterior face of said wall and its
prolongation,58.3 feet;
Thence,northeasterly,parallel to 8th Street, 10.7 feet,
. Thence,northwesterly,perpendicular to 8th Street, 59.2 feet, to the westerly line of said Lots 1,3,5 and 7;
Thence,southwesterly 97.7 feet along said westerly line to the southwest corner of Lot 1;
Thence,southeasterly 117.5 feet along the southerly line of Lot i to the point of beginning.
S729610OOI1646207.9
EXHIBIT A
;` PAGE 1 of 1 --
• •
CERTIFIED TO BE A TRUE AND CORRECT COPY OF THE
RECORDING REQUESTED BY ORIGINAL DOCUMENT RECORDED ON
FATCO 2116456 UNDER RECOR ER'S SERIES NO. ol-QU 1 659(0G7/
ESCROW NO. 908526LB
WHEN RECORDED MAIL TO: COUNTY RECORDS
Mary E. Olden, Esq. FIRST AMERICAN ITLE CO.
McDonough Holland& Allen
555 Capitol Mall, Suite 950 BY. -A—
Sacramento, CA 95814
Space above this line for Recorder's use .
AMENDED ORDER AUTHORIZING
SALE OF SEAL BEACH PROPERTY AND
AUTHORIZING PAYMENT OF BROKERAGE FEES
AGREEMENT OF PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
This Agreement of Purchase and Sale and Escrow Instructions (the "Agreement") is made as of
this day of , 2001, by and between KARL W. DOLK, POST-
CONFIRMATION CHAPTER 11 TRUSTEE IN THE BANKRUPTCY OF CALIFORNIA
HISTORIC PROPERTIES-80, A CALIFORNIA LIMITED PARTNERSHIP, DBA CHP-80,
DEBTOR, UNITED STATES BANKRUPTCY COURT, EASTERN DISTRICT OF
CALIFORNIA, CASE NO. 289-03204-A-11 ("Seller"), and the CITY OF SEAL BEACH
("City")and the REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH ("Agency")
(jointly, "Buyer").
Recitals
A. The City owns that certain parcel of real property consisting of approximately
11,025 square feet of land area located at 201 8h Street in the City of Seal Beach, Orange
County, California, as more particularly described in Exhibit "A" attached to this Agreement,
and the improvements thereon, consisting of a two-story building containing approximately
9,231 square feet of floor area(collectively, the "Property").
B. Seller owns a subsubieasehold interest (the "Leasehold") in the Property, pursuant
to that Ground Lease (the "Ground Lease"), dated January 9, 1984, by and between the City as
lessor and California Historic Properties-80 as lessee, a Memorandum of which was recorded
August 8, 1984, as Instrument No. 84-329431, Official Records of Orange County, California, as
amended by an Amendment of Lease, dated May 30, 1984, a Memorandum of which was
recorded August 30, 1984, as Instrument No. 84-343186, Official Records of Orange County,
California. The City has occupied a portion of the Property since January 2001 under a series of
monthly letter agreements between the City and Seller.
C. Seller has informed Buyer of Seller's desire to sell the Leasehold, and Buyer
desires to purchase the Leasehold.
D. In consideration of the agreements set forth in this Agreement, Seller has agreed
to sell the Leasehold to Buyer and Buyer has agreed to purchase the Leasehold from Seller under
the terms of this Agreement.
NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS:
1. Sale of Leasehold; Purchase Price.
1.1. Sale of Leasehold. Seller shall sell and assign the Leasehold to Buyer and
Buyer shall purchase the Leasehold from Seller, at the price and upon the terms and conditions
stated in this Agreement.
1.2. Purchase Price. Buyer shall pay to Seller as the purchase price for the
Leasehold(the "Purchase Price") the sum of 5740,000.00. The Purchase Price shall be payable
S7296\0001\646207.9 -1-
EXHIBIT B
PAGE 1 of 13
through the Escrow (as defined in Section 2.1 below) upon the "Close of Escrow" (as defined in
Section 2.7 below). Buyer shall deposit the Purchase Price into Escrow in cash or other
immediately available funds no later than one (1) business day prior to the "Closing Date" (as
defined in Section 2.2 below).
2. Escrow: Closing Conditions.
•
2.1. Opening of Escrow. No later than five (5) business days following the
execution of this Agreement, Buyer and Seller shall open an escrow("Escrow") with First
American Title Company("Escrow Holder") and shall deliver a fully executed copy of this
Agreement(or executed counterparts of this Agreement) to Escrow Holder. The deposit with
Escrow Holder of a fully executed copy of this Agreement (or executed counterparts of this
Agreement) shall constitute the opening of Escrow (the "Opening of Escrow") and authorization
to Escrow Holder to actin accordance with the terms of this Agreement.
2.2. Closing Date. The Escrow shall close on or before that date which is
fifteen(15) days following the expiration of the Feasibility Period(as defined in Section 2.9.B
below), unless such date is changed by mutual written agreement. Notwithstanding the
foregoing, the "Closing" or"Close of Escrow" (as defined in Section 2.7 below) shall not occur
unless all of the conditions to the Close of Escrow set forth in this Agreement have been satisfied
or waived. Unless otherwise specifically provided, if any of such conditions have not been
satisfied or waived on or before the Closing Date, this Agreement and the Escrow shall terminate
and the provisions of Section 2.11 below shall apply.
2.3. Title and Title Insurance. Seller shall assign the Leasehold to Buyer by
an assignment of lease, assignment of subleases and quitclaim deed(the "Lease Assignment") in
form and substance approved by Buyer prior to the end of the Feasibility Period(as defined in
Section 2.9.B). The Agency shall concurrently through escrow assign its interest in the Property
to the City. At the Close of Escrow,First American Title Company(the"Title Company"), shall
issue through Escrow a CLTA Owner's Policy of Title Insurance(the "Title Policy")with
liability in the amount of the Purchase Price, insuring fee title to the Property vested in the City,
subject only to the following exceptions(the "Permitted Exceptions"):
i. the standard printed exceptions set forth in the Title Policy;
ii. nondelinquent general and special taxes and assessments;
•
iii. the exceptions described as items 1, 2, 4, 5, 6, 7, 8, 9, 12 and 13 in
the Title Company's commitment for title insurance no. OR-2116456, dated March 27,2001 (the
"Title Report") for the Property; and
iv. such other exceptions as may be approved in writing by Buyer.
2.4. Costs
A. Escrow Holder's fees with respect to the Escrow shall be shared
equally by Seller and Buyer,provided, however,that if either Buyer or Seller defaults under this
Agreement, such defaulting party shall pay all of the Escrow Holder's fees.
57296\000 I'646207.9 -2-
EXHIBIT B
PAGE 2 of 13
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B. The premium for the Title Policy shall be paid for by Seller. Any
endorsements to the Title Policy and the additional cost of an ALTA Owner's Policy of Title
Insurance, if so desired by Buyer, shall be paid for by Buyer.
C. All expenses and charges incurred in connection with the discharge of
delinquent taxes, if any, or liens or encumbrances on the Leasehold (other than those created by
or made through Buyer), shall be paid by Seller.
D. All installments of bonds, special taxes or assessments which are a lien
on the Leasehold prior to the time of Closing shall be prorated by Escrow Holder between Buyer
and Seller as of the Close of Escrow.
E. • Each party shall be responsible for payment of the fees and expenses
•
of its counsel relating to this Agreement and the transactions contemplated hereby.
F. Any documentary or transfer taxes and recording fees shall be paid by
Seller.
G. Any other closing costs or charges are to be paid as is customary in
Orange County, California.
2.5. Deposit of Documents and Funds by Seller. Seller shall deposit or cause
to be deposited with Escrow Holder the following no later than two (2) business days prior to the
Closing Date, duly executed and in recordable form where required:
A. The Lease Assignment;
B. An estoppel statement and attornment agreement(each, an"Estoppel
Certificate"), in form and substance approved by Buyer prior to the end of the Feasibility Period
(as defined in Section 2.9.B), in favor of Buyer by each subtenant or occupant(other than Buyer)
of any portion of the Property; if a subtenant or occupant fails or refuses to execute and deliver
an Estoppel Certificate in substantially the form approved by Buyer,Buyer shall have the right
(but not the obligation) to terminate this Agreement,but the failure or refusal of the subtenant or
occupant shall not constitute a breach of this Agreement by Seller unless the failure or refusal is
based on a material misrepresentation by Seller;
C. All other documents as may reasonably be required by Escrow Holder
or Title Company to close the Escrow in accordance with this Agreement;
D. An affidavit, in the form required by Treasury Regulations Section
1.1445-2(b)(2), certifying that Seller is not a"foreign person" as defined in the Internal Revenue
Code.
2.6. Deposit of Documents and Funds by Buyer. Buyer shall deposit with
Escrow Holder the following no later than one (1)business day prior to the Closing Date, duly
executed and acknowledged where required:
57296\0001\646207.9 -3-
EXHIBIT B - —_
PAGE 3 of 13
• •
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A. The Purchase Price, plus such additional funds as are required to pay
Buyer's costs and prorations as provided in Section 2.4 above and Section 2.8 below, less any
credits Buyer is entitled to hereunder.
B. An assignment of the Agency's interest in the Leasehold to the City
(the"Agency Lease Assignment").
C. All other funds and documents as may be reasonably required by
Escrow Holder or Title Company to close the Escrow in accordance with this Agreement.
2.7. Delivery and Recordation of Documents and Delivery of Funds at
Closing. The performance of the acts set forth in this Section 2.7 shall constitute the "Closing"
or the"Close of Escrow" as such terms are used in this Agreement. The Escrow Holder shall
conduct the Closing by recording and distributing the following described documents and funds
in the following manner.
A. Record the Lease Assignment and the Agency Lease Assignment in
the Office of the County Recorder of Orange County(the "County Recorder") with any
documentary transfer tax certified by way of a separate statement;
B. Deliver the Estoppel Certificates to Buyer;
C. Obtain and deliver the Title Policy to Buyer;
D. Deliver to Seller on the Close of Escrow immediately available funds
in the amount of the Purchase Price, and such other funds, if any, due Seller by reason of
prorations, less Seller's closing costs and prorations, if any, as provided in Section 2.4 above and
Section 2.8 below, and any credits Buyer is entitled to hereunder; and
E. Pay the costs referred to in Section 2.4, above.
Concurrently with the Closing, Seller shall deliver possession of the Property to Buyer, subject to
the rights of subtenants under approved subleases.
2.8. Prorations.
A. Proration of Real Estate or Possessory Interest Taxes. Seller
aclarowledges Buyer's representation that Buyer is exempt from real estate taxation. If a
proration of real property or possessory interest taxes (collectively, "Property Taxes") on the
Property or the Leasehold would result in a credit to Seller and a charge against Buyer, there
shall be no proration of Property Taxes, but Seller shall be entitled to any refund under Revenue
and Taxation Code Section 5096.7. Buyer shall execute any requests for cancellation of taxes
and take any other actions reasonably required in order to obtain cancellation of the Property
Taxes and any refund to Seller. If a proration of Property Taxes would result in a charge against
Seller and a credit to Buyer, Property Taxes shall be prorated to the date of the Close of Escrow.
Seller shall indemnify and hold Buyer, the Leasehold and the Property from and against any and
all Property Taxes attributable to the period prior to the Closing Date. Any prorations of
Property Taxes shall be computed by Escrow Holder based on a 365-day year.
S7296\0001\646207.9 -4-
EXHIBIT B
PAGE4of13
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B. Rents; Utilities: Deposits. Escrow Holder shall prorate through
Escrow, on the basis of a 30-day month, rent under the Ground Lease, all nondelinquent rents
from sublessees and all water, gas, electric and other utility services on the Property, based on a
statement prepared by Seller and approved by Buyer. Security deposits and prepaid rents held by
Seller under Subleases shall be charged against Seller and credited to Buyer.
C. Tentative Closing Costs. At least three (3) business days prior to the
Closing Date, Escrow Holder shall deliver to Seller and to Buyer copies of a tentative schedule
setting forth a preliminary determination of Seller's and Buyer's closing costs and all written
detail used by the Escrow Holder to make such determination.
2.9. Buyer's Conditions to Closing. Buyer shall not be obligated to proceed to
the Close of Escrow and the Closing shall not occur unless and until, in addition to all other
conditions contained in this Agreement, the following conditions have been satisfied, or waived
in writing by Buyer:
A. Intentionally omitted.
B. Approval of Physical Condition. On or before the expiration of thirty
(30) days following the execution of this Agreement(the "Feasibility Period"), Buyer shall have
approved in writing to Seller the physical condition of the Property. Should Buyer disapprove
any matters regarding the physical condition of the Property, this Agreement and the Escrow
shall terminate in accordance with Section 2.11 herein.
C. Intentionally omitted.
D. Approval of Estoppel Certificates. Buyer shall have approved all of
the Estoppel Certificates prior to the Close of Escrow.
E. Issuance of Title Policy. The Title Company shall be prepared to issue
the Title Policy as of the Close of Escrow.
F. Waiver. The foregoing conditions set forth in this Section 2.9 are for
the benefit of Buyer, and may be waived by Buyer in a writing delivered to Seller and Escrow
Holder. In satisfying the foregoing conditions, Buyer and Seller shall each exercise good faith,
reasonableness, and diligence.
2.10. Approval of Bankruptcy Court. Seller's obligation to sell the Leasehold
to Buyer is conditioned upon the approval of this transaction by the United States Bankruptcy
Court, Eastern District of California, Case No. 289-03204-A-11. Seller shall seek such approval
promptly following execution of this Agreement. Buyer aclmowledges that such approval is
subject to potential overbid by third parties. If the approval is not obtained due to an overbid in
the Bankruptcy Court, Seller may terminate this Agreement upon payment to Buyer of a
termination fee equal to the lesser of: (i) S25,000; and(ii) 50% of the amount by which the
approved sale price exceeds $740,000.
2.11. Termination of Agreement. Upon any termination of this Agreement and
the Escrow in accordance with the provisions of this Agreement, except as a result of either
party's default, (i) each party shall execute such documents as Escrow Holder may reasonably
5729610001\646207.9 -5-
EXHIBIT B
PAGE 5 of 13
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require to evidence such termination, (ii) Escrow Holder shall return all documents and funds to
the party who deposited them, (iii) Escrow Holder shall charge its fees and expenses to the party
obligated to pay them hereunder in accordance with Section 2.4.A above, and (iv) all obligations
of either party under this Agreement (other than payment of the termination fee described in
Section 2.10) shall terminate.
3. Seller's Representations and Warranties. Seller represents and warrants to Buyer
that, unless otherwise provided in this Agreement, at the date of execution hereof and at and as
of the Closing Date:
3.1. Corporate Existence and Authority. Seller is a California limited
partnership acting by and through the duly appointed and acting post-confirmation Chapter 11
Trustee of California Historic Properties-80, a California limited partnership, DBA CEP-80,
Debtor,in United States Bankruptcy Court, Eastern District of California, Case No. 289-03204-
A-11,which limited partnership is (i) validly existing and in good standing under the laws of the
State of California; and(ii) subject to the approval required in Section 2.10, duly authorized,
qualified and licensed under any and all laws, ordinances, rules, regulations and requirements of
all applicable governmental authorities to do all things required of it under or in connection with
this Agreement. This Agreement and all agreements, instruments and documents herein
provided to be executed or to be caused to be executed by Seller are duly executed by and
binding upon Seller.
3.2. Documents. All the documents and information delivered by Seller to
Buyer in connection with the Property and this Agreement and the exhibits attached thereto are
true and correct copies of what they purport to represent.
3.3. Approvals and Consents. Except as described in Section 2.10,no
approvals or consents of any person or entity other than Seller shall be required in order for
Seller to enter into this Agreement and to do all things required of it under or in connection with
this Agreement
3.4. Use of Property: Hazardous Substances. To Seller's knowledge,without
investigation: (i)since the commencement date of the Ground Lease, the Property has been used
solely for office,recording studio and retail purposes; and(ii) except for immaterial amounts of
Hazardous Material commonly used in connection with normal office and retail use, the Property
is free from Hazardous Material,'as defined in Section 5.
4. Buyer's Representations and Warranties. Buyer hereby represents and
warrants to Seller that at the date of execution hereof and at and as of the Closing Date:
4.1. Existence and Authority. Buyer has the authority to do all things required
of Buyer under or in connection with this Agreement. This Agreement and all agreements,
instruments and documents herein provided to be executed or to be caused to be executed by
Buyer are duly executed by and binding upon Buyer.
4.2. Approvals and Consents. No approvals or consents of any person or entity
other than Buyer shall be required in order for Buyer to enter into this Agreement and to do all
things required of Buyer under or in connection with this Agreement.
S7296\0001\646207.9 -6-
EXH113IT B —
PAGE 6 of 13
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4.3. Buyer's Investigation; AS IS. Except for express representations made by
Seller in this Agreement, Buyer is relying and shall rely solely upon its own investigation and
inspection of the Property and the improvements thereon and upon the aid and advice of Buyer's
independent expert(s) in purchasing the Leasehold, and shall take title to the Leasehold without
any warranty, express or implied, by Seller or any employee or agent of Seller. BUYER
ACKNOWLEDGES AND AGREES TEAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, SELLER HAS NOT MADE ANY REPRESENTATIONS, WARRANTIES,
GUARANTIES, PROMISES, STATEMENTS OR ASSURANCES WHATSOEVER,
EXPRESS OR IMPLIED, DIRECTLY OR THROUGH ANY EMPLOYEE OR AGENT,AS
TO THE CONDITION OF THE PROPERTY, OR ANY OTHER MATTER, INCLUDING,
BUT NOT LIMITED TO, HAZARDOUS MATERIALS. BUYER'S PURCHASE OF THE
LEASEHOLD IS "AS IS, WHERE IS".
5. Hazardous Material.
5.1. Definition of Hazardous Material. As used herein, the term "Hazardous
Material" means any hazardous or toxic substance, material, or waste which is or becomes
regulated by any local governmental authority, the State of California or the United States
Government. The term "Hazardous Material" includes, without limitation, any material or
substance which is (i) defined as "hazardous waste," "extremely hazardous waste," or"restricted
hazardous waste" under Sections 24115, 15117 or 25122.7, or listed pursuant to section 25140,
of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control
Law), (ii) defined as a"hazardous substance" under Section 25316 of the California Health and
Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tatter Hazardous Substance Account
Act), (iii) defined as a"hazardous material," "Hazardous substance," or"hazardous waste" under
Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous
Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under
Section 25281 of the California Health and Safety Code,Division 20, Chapter 6.7 (Underground
Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) listed under Article 9 or
defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California
Administrative Code,Division 4, Chapter 20, (viii) Federal Water Pollution Control Act(33
U.S.C. §1317), (ix) defined as a "hazardous waste" pursuant to Section 1004 of the Federal
Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or(x)
defined as a"hazardous substance"pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C.
§601).
5.2. Right to Inspect. During the Feasibility Period, Seller and Buyer shall
each have the right, at their respective cost and expense, to conduct such physical inspections of
the Property as either may reasonably desire, including but not limited to inspections to
determine the presence or absence of Hazardous Material on or under the Property. Such
inspections by Buyer shall be conducted at reasonable times and under reasonable circumstances
and shall be subject to the prior approval of Seller. Each party shall promptly deliver the results
of such inspections to the other.
5.3. Clean-up of Hazardous Material. If Buyer determines that an
unacceptable level of Hazardous Material exists on or under the Property, Seller may, at Sellers
sole discretion, either(1) terminate this Agreement, in which event the provisions of Section
2.11 shall apply, or(2) commence to remove such Hazardous Material from the Property at
S7296\0001\646207.9 -7-
EXHIBIT B --
PAGE 7of13 —
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Seller's sole cost and expense, in which event the Close of Escrow shall be delayed until
following Seller's completion of such removal. Notwithstanding the foregoing to the contrary, if
such removal is not completed by Seller within six (6) months following the Opening of Escrow,
or if Seller chooses to discontinue such clean-up at any time within such six (6) month period,
then this Agreement shall automatically terminate and the provisions of Section 2.11 shall apply.
5.4. Buyer's Inspection. If Seller elects to remove such Hazardous Material
pursuant to Section 5.3 above, upon completion of such removal, Seller shall deliver to Buyer
and to Escrow Holder notice stating that such removal has been completed. Within thirty(30)
days following Buyer's receipt of such notice, Buyer shall inspect the Property in order to
determine the presence or absence of Hazardous Material on or under the Property. If such
inspection reveals that the level of Hazardous Material remaining on or under the Property is
acceptable to Buyer in Buyer's sole discretion, then Buyer shall be obligated to proceed to the
Close of Escrow, and the Close of Escrow shall occur within two (2) weeks following Buyer's
inspection.
6. Seller's Personal Property. Seller warrants that none of Seller's personal
property is located on the Property, and that none of Seller's personal property is necessary for
the operation of the Property as it is currently operated.
7. Operation Prior to Closing. From and after the execution of this Agreement,
Seller shall not enter into any subleases, contracts or agreements pertaining in any way to the
Property or the occupancy thereof that are not terminable on or before the date on which Seller is
required to deliver possession of the Property to Buyer. Notwithstanding the foregoing, Seller
shall maintain and repair the Property in accordance with the Ground Lease until the Closing.
8. Right of Entry. Buyer and its representatives, employees,contractors, agents and
designees shall have the right to enter upon the Property, at Buyer's sole cost and expense,in
order to inspect and investigate the Property and to conduct any and all surveys, tests and studies
Buyer deems necessary or convenient,provided that Buyer shall restore any damage done to the
Property as the result of any such tests, surveys or studies. Such entry shall be made only after
reasonable advance written notice to Seller by Buyer and at times reasonably acceptable to
Seller. Such right of entry shall be exercised in a manner which reasonably minimizes any
disruption to tenants in the Property. Buyer shall indemnify, defend and hold Seller and the
Property free and harmless from any and all claims, demands,liabilities,costs, expenses,
penalties, damages, losses and liens, including, without limitation,reasonable attorneys'fees,
• arising out of any such entry by Buyer or its representatives, employees,agents, contractors or
designees. The indemnity provided for herein shall survive the termination of this Agreement.
The inspections of the Property conducted by Buyer under the terms of this Agreement shall be
subject to the terms of this Section 8 and shall be considered entries upon the Property for the
purposes of this Section 8.
9. Limitations of Claims.
9.1. No Threat of Condemnation. Seller acknowledges that Seller has
periodically solicited offers from the City for the transaction which is the subject of this
Agreement, and did so independently of and without regard to any actions or contemplated
actions of Buyer, Seller did not act under any threat of condemnation. Seller acknowledges and
agrees that Seller has no right or entitlement to make any claims against Buyer or its officials,
57296\0001'646207.9 -8-
EXHIBIT B
PAGE S of 13
employees, agents or attorneys for just compensation, severance damages, compensation for loss
of goodwill, precondemnation damages, inverse condemnation, attorneys' fees, litigation
expenses, costs, interest, relocation benefits, or any other claims whatever, arising out of or
relating to pre-acquisition activities of Buyer or its officials, employees, agents or attorneys.
Seller's claims to compensation with respect to the Leasehold are limited to the Purchase Price
payable under this Agreement.
9.2 No Personal Liability of Trustee or Limited Partners. Buyer
acknowledges that Karl W. Dolk is acting in a representative capacity on behalf of California
Historic Properties-80, a California limited partnership, and that the remaining constitutent
partners of California Historic Properties-80, a California limited partnership, are limited
partners. Neither Karl W.Dolk nor any constituent limited partner of California Historic
Properties-80 shall have any personal liability for the obligations of Seller under this Agreement.
Buyer agrees that it shall look solely to the assets of California Historic Properties-80 for the
enforcement of any claims arising hereunder or related hereto. The terms of this subsection 9.2
are a material consideration and inducement to Seller to enter into this Agreement, and but for
the inclusion of such provision in this Agreement, Seller would not enter into this Agreement.
10. Commissions. Seller hereby represents and warrants to Buyer that no broker,
salesman or finder has been engaged by it in connection with the transaction contemplated by
this Agreement, other than CB Richard Ellis, Inc. ("Broker"). Buyer hereby represents and
warrants to Seller that Buyer has made no statement or representation or entered into any
agreement with a broker, salesman or finder, other than Broker, in connection with the
transaction contemplated by this Agreement. The parties acknowledge that Broker represents
Seller only in this transaction. Seller shall pay any commission due Broker and shall indemnify,
hold harmless and defend Buyer from and against claim by Broker. In the event of any claim for
broker's or finder's fees or commissions in connection with the negotiation or execution of this
Agreement or the transaction contemplated hereby by any person or entity other than Broker,
Seller shall indemnify, hold harmless and defend Buyer from and against such claim if it shall be
based upon any statement or representation or agreement alleged to have been made by Seller,
and Buyer shall indemnify, hold harmless and defend Seller if such claim shall be based upon
any statement, representation or agreement alleged to have been made by Buyer.
11. Attorneys'Fees. If any action or proceeding shall be brought by either party in
order to enforce the provisions of this Agreement, or to collect damages as a result of the breach
of any of the provisions of this Agreement, the prevailing party shall be entitled to recover all
reasonable costs incurred in connection therewith, including attorneys' fees.
12. Notices. Whenever Escrow Holder or any party hereto shall desire, or be
obligated, to give or serve upon the other any notice, demand,request or other communication,
each such notice,demand,request or other communication shall be in writing, shall be given by
personal delivery or by registered or certified United States mail, return receipt requested,
postage prepaid, addressed as follows:
TO SELLER: Karl W. Dolk, Trustee
do Muto-Dolk Associates
931 Howe Avenue. #101
Sacramento, CA 95825
S7296\0001\646207.9 -9-
EXHIBIT B
PAGE 9 of 13
• - •
with a copy to:
McDonough, Holland & Allen
555 Capitol Mall, 9th Floor
Sacramento, CA 95814
Attn: Jeffry R. Jones, Esq.
TO BUYER: City of Seal Beach
2118th Street
Seal Beach, California 90740
Attn: City Manager
with a copy to:
Richards, Watson&Gershon
333 South Hope Street, 38th Floor
Los Angeles, CA 90071
Attn: Quinn M. Barrow, City Attorney
TO ESCROW HOLDER:
First American Title Company
#2 First American Way
Santa Ana, CA 92707
Attn: Eric Bowen
Any such notice, demand, request or other communication shall be deemed effective on the day
of actual delivery as shown by the addressee's return receipt or the expiration of three business
days after the date of mailing,whichever is earlier. The foregoing addresses maybe changed by
notice given in accordance with this Section 12.
13. Amendment; Complete Agreement. All amendments and supplements to this
Agreement must be in writing and executed by Buyer and Seller. All understandings and
agreements between the parties regarding the Property are merged in this Agreement,which
alone fully and completely expresses the agreement of the parties regarding the Property. This
Agreement has been drafted through a joint effort of the parties and their counsel and therefore
shall not be construed against either of the parties as the draftsperson. This Agreement shall not
be binding upon either party hereto until fully executed by both parties.
14. Governing Law. This Agreement shall be governed under the laws of the State
of California.
15. Counterparts, Signatures and Headings. This Agreement may be executed in
several counterparts each of which shall be deemed an original,but all of such counterparts shall
constitute one Agreement. Except for documents to be recorded, signatures of the parties may be
delivered by facsimile transmission; such facsimile signatures shall be treated in all respects as
having the same effect as an original signature. The headings used herein are for convenience
only and are not to be construed to be part of this Agreement.
S7296\0001P646207.9 -10-
EXHIBIT B
PAGE 10 of 13 -
I * _
16. Binding Effect. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of Seller and Buyer.
17. Time of the Essence. Time is of the essence of this Agreement.
18. Waiver. The waiver by one party of performance of any covenant, condition or
promise shall not invalidate this Agreement, nor shall it be considered to be a waiver by it of any
other covenant, condition or promise. The waiver by either or both parties of the time for
performing any act shall not constitute a waiver of the time for performing any other act or an
identical act required to be performed at a later time.
19. Third Parties. Nothing contained in this Agreement, expressed or implied, is
intended to confer upon any person other than the parties hereto and their successors and assigns,
an.yrights or remedies under or by reason of this Agreement.
20. Severability. If any one or more of the provisions contained in this-Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect,such invalidity,
illegality or unenforceability shall not affect any other provision hereof and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never been contained
herein, unless such invalidity, illegality or unenforceability materially affects the transactions
contemplated by this Agreement or the ability of either party to perform its obligations under this
Agreement. In such case, either party may terminate this Agreement and the Escrow on written
notice to the other party given no later than ten(10) business days after the party giving such
notice becomes aware of such invalidity, illegality or unenforceability, and the provisions of
Section 2.11 above shall apply.
21. Additional Documents. Each party hereto agrees to perform any further acts and
to execute and deliver any further documents which may be reasonably necessary to carry out the
provisions of this Agreement.
S7296\0001 W46207.9 -11-
EXHIBIT B
PACE 11 of 13
�u ' 'a _on. 27DM
• ilo • 2095 P 13•IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
KARL W. DOLK POST-CONFIRMATION
CHAPTER 11 TRUSTEE IN THE BANKRUPTCY
OF CALIFORNIA HISTORIC PROPERTIES-80,
A CALIFORNIA LIMITED PARTNERSHIP,DBA
CHP-80, DEBTOR UNITED STATES
BANKRUPTCY COURT, EASTERN DISTRICT
OF CALIFORNIA., CASE NO. 289-03204-A-11
("Seller")
CITY OF SEAL BEACH("City")
By. a
A T:
Clerk
THE REDEVELOPMENT AGENCY OF THE
CITY OF SEAL BEACH("Agency")
Ia /
By:
Chair
ATTEST:
S jcretary
Receipt of the foregoing instructions by Escrow Holder is acknowledged and accepted, and
Escrow Holder agrees to hold and dispose of the funds and documents deposited.in the escrow in
accordance with such instructions.
Date: , 2001 FIRST AMERICAN TITLE COMPANY
By:
Its:
S7296\0001\646207.9 -12-
r. . 9 . Jul _ :37PM tlo . 2996 P 3
410 410
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
KARL W.DOLK,POST-CONFIRMATION
CHAPTER 11 TRUSTEE IN THE BANKRUPTCY
OF CALIFORNIA HISTORIC PROPERTIES-80,
A CALIFORNIA LIMITED PARTNERSHIP,DBA
CHP-80,DEBTOR,UNITED STATES
BANKRUPTCY COURT,EASTERN DISTRICT
OF CALIFORNIA, CASE NO. 289-03204-A-11
("Seller")
CITY OF SEAL BEACH ("City")
By:
Mayor
ATTEST:
City Clerk
THE REDEVELOPMENT AGENCY OF THE
CITY OF SEAL BEACH("Agency")
By
Chair
ATTEST:
Secretary
Receipt of the foregoing instructions by Escrow Holder is acknowledged and accepted, and
Escrow Holder agrees to hold and dispose of the funds and documents deposited in the escrow in
accordance with such instructions.
Date: 2001 FIRST AMERICAN TITLE COMPANY
By:
Its:
57296'0001\646207.9 •12-
•
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
KARL W. DOLK, POST-CONFIRMATION
CHAPTER 11 TRUSTEE IN THE BANKRUPTCY
OF CALIFORNIA HISTORIC PROPERTIES-S0,
A CALIFORNIA LIMITED PARTNERSHIP, DBA
CHIP-80,DEBTOR, UNITED STATES
BANKRUPTCY COURT,EASTERN DISTRICT
OF CALIFORNIA, CASE NO. 289-03204-A-1 l
("Seller")
•
CITY OF SEAL BEACH("City")
BY
Mayor
ATTEST:
City Clerk
THE REDEVELOPMENT AGENCY OF THE
CITY OF SEAL BEACH("Agency")
By:
Chair
ATTEST:
Secretary
Receipt of the foregoing instructions by Escrow Holder is acknowledged and accepted, and
Escrow Holder agrees to hold and dispose of the funds and documents deposited in the escrow in
accordance with such instructions.
Date: , 2001 FIRST AMERICAN TITLE COMPANY
By:
Its:
57296\0001\646207.9 -12-
EXHIBIT B
PAGE 12 of 13
t
EXHIBIT A
LEGAL DESCRIPTION
Being those portions of Lots 1,3,5 and 7,and Block 107 of Bay City Map in the City of Seal Beach,
County of Orange, State of California,recorded in Book 3,Page 19 of miscellaneous maps,records of
Orange County,more particularly described as follows:
Beginning at the southeast corner of said Lot 1;
Thence,northeasterly 87 feet along the easterly line of said Lots 1,3,5 and 7,said easterly lot line also
being the westerly line of 8th Street, to a point of intersection with the easterly prolongation of the
exterior face of the northerly wall of the old City Hall building constructed in 1929;
Thence,northwesterly perpendicular to said 8th Street, along the exterior face of said wall and its
prolongation,58.3 feet;
Thence,northeasterly,parallel to 8th Street, 10.7 feet;
Thence,northwesterly,perpendicular to 8th Street,59.2 feet,to the westerly line of said Lots 1,3,5 and 7;
Thence,southwesterly 97.7 feet along said westerly line to the southwest corner of Lot 1;
Thence,southeasterly 117.5 feet along the southerly line of Lot 1 to the point of beginning.
3729610001W46207.9
EXHIBIT B -_
PAGE 13 of 13
Orst American Title Compao
CERTIFIED TRUE AND CORRECT COPY
FIRST AMERICAN TITLE INSURN4CE COMPANY 1610 Arden Way#190
�
n Sacramento, CA 95815
BY / 1 l � (916)920-3100
BUYER'S CLOSING STATEMENT
FINAL
Buyer: CITY OF SEAL BEACH Escrow No: 00908526-004-LB
Close Date: 08/27/2001
Proration Date: 08/27/2001
Date Prepared: 08/28/2001
Property Address: 201 8th Street
Seal Beach, CA
Descriptior 1lebit Gredt
TOTAL CONSIDERATION:
Total Consideration 740,000.00
Deposit/Earnest Money 741,210.85
PRORATIONS AND ADJUSTMENTS:
Rent - City lease From 08/01/2001 To 08/27/2001 6,066.67
Based on Monthly amount of$7,000.00
Rent- Tenant leases From 08/27/2001 To 09/01/2001 878.02
Based on Monthly amount of$6,585.16
Credit Buyer Sec. Deposits 4,863.05
Rent - Ground Lease From 08/27/2001 To 09/01/2001 290.25
Based on Monthly amount of$2,176.88
ESCROW CHARGES
1/2 each Escrow Fee to First American Title Company 595.00
Sub Totals 746,951.92 746,951.92
Totals 746,951.92 746,951.92
•
Page 1 of 1
•
AGREEMENT OF PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
This Agreement of Purchase and Sale and Escrow Instructions (the "Agreement") is made as of
this - day of , 2001, by and between KARL W. DOLK, POST-
CONFIRMATION CHAPTER 11 TRUSTEE IN THE BANKRUPTCY OF CALIFORNIA
HISTORIC PROPERTIES-80, A CALIFORNIA LIMITED PARTNERSHIP, DBA CHP-80,
DEBTOR, UNITED STATES BANKRUPTCY COURT, EASTERN DISTRICT OF
CALIFORNIA, CASE NO. 289-03204-A-11 ("Seller"), and the CITY OF SEAL BEACH
("City")and the REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH ("Agency')
(jointly, "Buyer").
Recitals
A. The City owns that certain parcel of real property consisting of approximately
11,025 square feet of land area located at 201 8th Street in the City of Seal Beach, Orange
County, California, as more particularly described in Exhibit "A" attached to this Agreement,
and the improvements thereon, consisting of a two-story building containing approximately
9,231 square feet of floor area(collectively, the "Property").
B. Seller owns a subsubleasehold interest(the "Leasehold") in the Property,pursuant
to that Ground Lease (the "Ground Lease"), dated January 9, 1984,by and between the City as
lessor and California Historic Properties-80 as lessee, a Memorandum of which was recorded
August 8, 1984, as Instrument No. 84-329431, Official Records of Orange County, California, as
amended by an Amendment of Lease, dated May 30, 1984, a Memorandum of which was
recorded August 30, 1984, as Instrument No.,84-343186, Official Records of Orange County,
Califomia.CThe City has occupied a portion of the Property since January 2001 under a series of
monthly letter agreements between the City and Selle
C. Seller has informed Buyer of Seller's desire to sell the Leasehold, and Buyer
desires to purchase the Leasehold.
D. In consideration of the agreements set forth in this Agreement, Seller has agreed
to sell the Leasehold to Buyer and Buyer has agreed to purchase the Leasehold from Seller under
the terms of this Agreement.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Sale of Leasehold; Purchase Price.
1.1. Sale of Leasehold. Seller shall sell and assign the Leasehold to Buyer and
Buyer shall purchase the Leasehold from Seller, at the price and upon the terms and conditions
stated in this Agreement.
1.2. Purchase Price. Buyer shall pay to Seller as the purchase price for the
Leasehold (the "Purchase Price") the sum of$740,000.00. The Purchase Price shall be payable
57296\0001\646207.9 -1-
•
•
through the Escrow (as defined in Section 2.1 below) upon the "Close of Escrow" (as defined in
Section 2.7 below). Buyer shall deposit the Purchase Price into Escrow in cash or other
immediately available funds no later than one (1)business day prior to the "Closing Date" (as
defined in Section 2.2 below).
2. Escrow: Closing Conditions.
2.1. Opening of Escrow. No later than five (5) business days following the
execution of this Agreement, Buyer and Seller shall open an escrow ("Escrow") with First
American Title Company("Escrow Holder") and shall deliver a folly executed copy of this
Agreement (or executed counterparts of this Agreement) to Escrow Holder. The deposit with
Escrow Holder of a fully executed copy of this Agreement (or executed counterparts of this
Agreement) shall constitute the opening of Escrow(the "Opening of Escrow") and authorization
to Escrow Holder to act in accordance with the terms of this Agreement.
2.2. Closing Date. The Escrow shall close on or before that date which is
fifteen(15) days following the expiration of the Feasibility Period (as defined in Section 2.9.B
below), unless such date is changed by mutual written agreement. Notwithstanding the
• foregoing, the "Closing" or"Close of Escrow" (as defined in Section 2.7 below) shall not occur
unless all of the conditions to the Close of Escrow set forth in this Agreement have been satisfied
or waived. Unless otherwise specifically provided, if any of such conditions have not been
satisfied or waived on or before the Closing Date, this Agreement and the Escrow shall terminate
and the provisions of Section 2.11 below shall apply.
2.3. Title and Title Insurance. Seller shall assign the Leasehold to Buyer by
an assignment of lease, assignment of subleases and quitclaim deed(the "Lease Assignment") in
form and substance approved by Buyer prior to the end of the Feasibility Period (as defined in
Section 2.9.B). The Agency shall concurrently through escrow assign its interest in the Property
to the City. At the Close of Escrow, First American Title Company(the "Title Company"), shall
issue through Escrow a CLTA Owner's Policy of Title Insurance (the "Title Policy") with
liability in the amount of the Purchase Price, insuring fee title to the Property vested in the City,
subject only to the following exceptions (the "Permitted Exceptions"):
i. the standard printed exceptions set forth in the Title Policy;
ii. nondelinquent general and special taxes and assessments;
iii. the exceptions described as items 1, 2, 4, 5, 6, 7, 8, 9, 12 and 13 in
the Title Company's commitment for title insurance no. OR-2116456, dated March 27, 2001 (the
"Title Report") for the Property; and
iv. such other exceptions as may be approved in writing by Buyer.
2.4. Costs
A. Escrow Holder's fees with respect to the Escrow shall be shared
equally by Seller and Buyer; provided, however, that if either Buyer or Seller defaults under this
Agreement, such defaulting party shall pay all of the Escrow Holder's fees.
37296\0001\646207.9 -2-
•
•
•
B. The premium for the Title Policy shall be paid for by Seller. Any
endorsements to the Title Policy and the additional cost of an ALTA Owner's Policy of Title
Insurance, if so desired by Buyer, shall be paid for by Buyer.
C. All expenses and charges incurred in connection with the discharge of
delinquent taxes, if any, or liens or encumbrances on the Leasehold (other than those created by
or made through Buyer), shall be paid by Seller.
D. All installments of bonds, special taxes or assessments which are a lien .
on the Leasehold prior to the time of Closing shall be prorated by Escrow Holder between Buyer
and Seller as of the Close of Escrow.
E. Each party shall be responsible for payment of the fees and expenses
of its counsel relating to this Agreement and the transactions contemplated hereby.
F. Any documentary or transfer taxes and recording fees shall be paid by
Seller.
G. Any other closing costs or charges are to be paid as is customary in
Orange County, California.
2.5. Deposit of Documents and Funds by Seller. Seller shall deposit or cause
to be deposited with Escrow Holder the following no later than two (2)business days prior to the
Closing Date, duly executed and in recordable form where required:
A. The Lease Assignment;.
B. An estoppel statement and attomment agreement(each, an"Estoppel
Certificate"), in form and substance approved by Buyer prior to the end of the Feasibility Period
(as defined in Section 2.9.B), in favor of Buyer by each subtenant or occupant (other than Buyer)
of any portion of the Property; if a subtenant or occupant fails or refuses to execute and deliver
an Estoppel Certificate in substantially the form approved by Buyer, Buyer shall have the right
(but not the obligation) to terminate this Agreement, but the failure or refusal of the subtenant or
occupant shall not constitute a breach of this Agreement by Seller unless the failure or refusal is
based on a material misrepresentation by Seller;
C. All other documents as may reasonably be required by Escrow Holder
or Title Company to close the Escrow in accordance with this Agreement;
D. An affidavit, in the form required by Treasury Regulations Section
1.1445-2(b)(2), certifying that Seller is not a "foreign person" as defined in the Internal Revenue
Code.
2.6. Deposit of Documents and Funds by Buyer. Buyer shall deposit with
Escrow Holder the following no later than one (1) business day prior to the Closing Date, duly
executed and acknowledged where required:
S7296\0001\646207.9 -3-
•
•
A. The Purchase Price, plus such additional funds as are required to pay
Buyer's costs and prorations as provided in Section 2.4 above and Section 2.8 below, less any
credits Buyer is entitled to hereunder.
B. An assignment of the Agency's interest in the Leasehold to the City
(the"Agency Lease Assignment").
C. All other funds and documents as may be reasonably required by
Escrow Holder or Title Company to close the Escrow in accordance with this Agreement.
2.7. Delivery and Recordation of Documents and Delivery of Funds at
Closing. The performance of the acts set forth in this Section 2.7 shall constitute the "Closing"
or the "Close of Escrow" as such terms are used in this Agreement. The Escrow Holder shall
conduct the Closing by recording and distributing the following described documents and funds
in the following manner: -
A. Record the Lease Assignment and the Agency Lease Assignment in
the Office of the County Recorder of Orange County(the "County Recorder")with any
documentary transfer tax certified by way of a separate statement;
B. Deliver the Estoppel Certificates to Buyer;
C. Obtain and deliver the Title Policy to Buyer;
D. Deliver to Seller on the Close of Escrow immediately available funds
in the amount of the Purchase Price, and such other funds, if any, due Seller by reason of
prorations, less Seller's closing costs and prorations, if any, as provided in Section 2.4 above and
Section 2.8 below, and any credits Buyer is entitled to hereunder; and
E. Pay the costs referred to in Section 2.4, above.
Concurrently with the Closing, Seller shall deliver possession of the Property to Buyer, subject to
the rights of subtenants under approved subleases.
2.8. Proration.
A. Proration of Real Estate or Possessory Interest Taxes. Seller
acknowledges Buyer's representation that Buyer is exempt from real estate taxation. If a
proration of real property or possessory interest taxes (collectively, "Property Taxes") on the
Property or the Leasehold would result in a credit to Seller and a charge against Buyer, there
shall be no proration of Property Taxes, but Seller shall be entitled to any refund under Revenue
and Taxation Code Section 5096.7. Buyer shall execute any requests for cancellation of taxes
and take any other actions reasonably required in order to obtain cancellation of the Property
Taxes and any refund to Seller. If a proration of Property Taxes would result in a charge against
Seller and a credit to Buyer, Property Taxes shall be prorated to the date of the Close of Escrow.
Seller shall indemnify and hold Buyer, the Leasehold and the Property from and against any and
all Property Taxes attributable to the period prior to the Closing Date. Any prorations of
Property Taxes shall be computed by Escrow Holder based on a 365-day year.
57296\0001\646207.9 -4-
•
B. Rents; Utilities; Deposits. Escrow Holder shall prorate through
Escrow, on the basis of a 30-day month, rent under the Ground Lease, all nondelinquent rents
from sublessees and all water, gas, electric and other utility services on the Property, based on a
statement prepared by Seller and approved by Buyer. Security deposits and prepaid rents held by
Seller under Subleases shall be charged against Seller and credited to Buyer.
C. Tentative Closing Costs. At least three (3)business days prior to the
Closing Date, Escrow Holder shall deliver to Seller and to Buyer copies of a tentative schedule
setting forth a preliminary determination of Seller's and Buyer's closing costs and all written
detail used by the Escrow Holder to make such determination.
2.9. Buyer's Conditions to Closing. Buyer shall not be obligated to proceed to
the Close of Escrow and the Closing shall not occur unless and until, in addition to all other
conditions contained in this Agreement, the following conditions have been satisfied, or waived
in writing by Buyer:
A. Intentionally omitted.
B. Approval of Physical Condition. On or before the expiration of thirty
(30) days following the execution of this Agreement (the "Feasibility Period"), Buyer shall have
approved in writing to Seller the physical condition of the Property. Should Buyer disapprove
any matters regarding the physical condition of the Property, this Agreement and the Escrow
shall terminate in accordance with Section 2.11 herein.
C. Intentionally omitted.
D. Approval of Estoppel Certificates. Buyer shall have approved all of
the Estoppel Certificates prior to the Close of Escrow.
E. Issuance of Title Policy. The Title Company shall be prepared to issue
the Title Policy as of the Close of Escrow.
F. Waiver. The foregoing conditions set forth in this Section 2.9 are for
the benefit of Buyer, and may be waived by Buyer in a writing delivered to Seller and Escrow
Holder. In satisfying the foregoing conditions, Buyer and Seller shall each exercise good faith,
reasonableness, and diligence.
2.10. Approval of Bankruptcy Court. Seller's obligation to sell the Leasehold
to Buyer is conditioned upon the approval of this transaction by the United States Bankruptcy
Court, Eastern District of California, Case No. 289-03204-A-U. Seller shall seek such approval
promptly following execution of this Agreement. Buyer acknowledges that such approval is
subject to potential overbid by third parties. If the approval is not obtained due to an overbid in
the Bankruptcy Court, Seller may terminate this Agreement upon payment to Buyer of a
termination fee equal to the lesser of: (i) $25,000; and (ii) 50% of the amount by which the
approved sale price exceeds $740,000.
2.11. Termination of Agreement. Upon any termination of this Agreement and
the Escrow in accordance with the provisions of this Agreement, except as a result of either
party's default, (i) each party shall execute such documents as Escrow Holder may reasonably
57296\0001\646207.9 -5-
•
•
require to evidence such termination, (ii) Escrow Holder shall return all documents and funds to
the party who deposited them, (iii)Escrow Holder shall charge its fees and expenses to the party
obligated to pay them hereunder in accordance with Section 2.4.A above, and(iv) all obligations
of either party under this Agreement (other than payment of the termination fee described in
Section 2.10) shall terminate.
3. Seller's Representations and Warranties. Seller represents and warrants to Buyer
that, unless otherwise provided in this Agreement, at the date of execution hereof and at and as
of the Closing Date:
3.1. Corporate Existence and Authority. Seller is a California limited
partnership acting by and through the duly appointed and acting post-confirmation Chapter 11
Trustee of California Historic Properties-80, a California limited partnership, DBA CHP-80,
Debtor, in United States Bankruptcy Court, Eastern District of California, Case No. 289-03204-
A-11, which limited partnership is (i) validly existing and in good standing under the laws of the
State of California; and (ii) subject to the approval required in Section 2.10, duly authorized,
qualified and licensed under any and all laws, ordinances, rules, regulations and requirements of
all applicable governmental authorities to do all things required of it under or in connection with
this Agreement. This Agreement and all agreements, instruments and documents herein
provided to be executed or to be caused to be executed by Seller are duly executed by and
binding upon Seller.
3.2. Documents. All the documents and information delivered by Seller to
Buyer in connection with the Property and this Agreement and the exhibits attached thereto are
true and correct copies of what they purport to represent.
3.3. Approvals and Consents. Except as described in Section 2.10, no
approvals or consents of any person or entity other than Seller shall be required in order for
Seller to enter into this Agreement and to do all things required of it under or in connection with
this Agreement.
3.4. Use of Property; Hazardous Substances. To Seller's knowledge, without
investigation: (i) since the commencement date of the Ground Lease, the Property has been used
solely for office, recording studio and retail purposes; and (ii) except for immaterial amounts of
Hazardous Material commonly used in connection with normal office and retail use, the Property
is free from Hazardous Material, as defined in Section 5.
4. Buyer's Representations and Warranties. Buyer hereby represents and
warrants to Seller that at the date of execution hereof and at and as of the Closing Date:
4.1. Existence and Authority. Buyer has the authority to do all things required
of Buyer under or in connection with this Agreement. This Agreement and all agreements,
instruments and documents herein provided to be executed or to be caused to be executed by
Buyer are duly executed by and binding upon Buyer.
4.2. Approvals and Consents. No approvals or consents of any person or entity
other than Buyer shall be required in order for Buyer to enter into this Agreement and to do all
things required of Buyer under or in connection with this Agreement.
S7296\0001\646207.9 -6-
•
•
4.3. Buyer's Investigation; AS IS. Except for express representations made by
Seller in this Agreement,Buyer is relying and shall rely solely upon its own investigation and
inspection of the Property and the improvements thereon and upon the aid and advice of Buyer's
independent expert(s) in purchasing the Leasehold, and shall take title to the Leasehold without
any warranty, express or implied, by Seller or any employee or agent of Seller. BUYER
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, SELLER HAS NOT MADE ANY REPRESENTATIONS, WARRANTIES,
GUARANTIES, PROMISES, STATEMENTS OR ASSURANCES WHATSOEVER,
EXPRESS OR IMPLIED, DIRECTLY OR THROUGH ANY EMPLOYEE OR AGENT,AS
TO THE CONDITION OF THE PROPERTY, OR ANY OTHER MATTER, INCLUDING,
BUT NOT LIMITED TO, HAZARDOUS MATERIALS. BUYER'S PURCHASE OF THE
LEASEHOLD IS "AS IS,WHERE IS".
5. Hazardous Material.
5.1. Definition of Hazardous Material. As used herein, the term "Hazardous
Material" means any hazardous or toxic substance, material, or waste which is or becomes
regulated by any local governmental authority, the State of California or the United States
Government. The term "Hazardous Material" includes, without limitation, any material or
substance which is (i) defined as "hazardous waste," "extremely hazardous waste," or "restricted
hazardous waste" under Sections 24115, 15117 or 25122.7, or listed pursuant to section 25140,
of the California Health and Safety Code,Division 20, Chapter 6.5 (Hazardous Waste Control
Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and
Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tatter Hazardous Substance Account
Act), (iii) defined as a "hazardous material," "Hazardous substance," or "hazardous waste"under
Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous
Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under
Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground
Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) listed under Article 9 or
defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California
Administrative Code, Division 4, Chapter 20, (viii) Federal Water Pollution Control Act(33
U.S.C. §1317), (ix) defined as a "hazardous waste" pursuant to Section 1004 of the Federal
Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or(x)
defined as a "hazardous substance"pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C.
§601).
5.2. Right to Inspect. During the Feasibility Period, Seller and Buyer shall
each have the right, at their respective cost and expense, to conduct such physical inspections of
the Property as either may reasonably desire, including but not limited to inspections to
determine the presence or absence of Hazardous Material on or under the Property. Such
inspections by Buyer shall be conducted at reasonable times and under reasonable circumstances
and shall be subject to the prior approval of Seller. Each party shall promptly deliver the results
of such inspections to the other.
5.3. Clean-up of Hazardous Material. If Buyer determines that an
unacceptable level of Hazardous Material exists on or under the Property, Seller may, at Seller's
sole discretion, either(1) terminate this Agreement, in which event the provisions of Section
2.11 shall apply, or (2) commence to remove such Hazardous Material from the Property at
S7296\0001\646207.9 -7-
•
•
Seller's sole cost and expense, in which event the Close of Escrow shall be delayed until
following Seller's completion of such removal. Notwithstanding the foregoing to the contrary, if
such removal is not completed by Seller within six (6) months following the Opening of Escrow,
or if Seller chooses to discontinue such clean-up at any time within such six (6)month period,
then this Agreement shall automatically terminate and the provisions of Section 2.11 shall apply.
5.4. Buyer's Inspection. If Seller elects to remove such Hazardous Material
pursuant to Section 5.3 above, upon completion of such removal, Seller shall deliver to Buyer
and to Escrow Holder notice stating that such removal has been completed. Within thirty(30)
days following Buyer's receipt of such notice, Buyer shall inspect the Property in order to
determine the presence or absence of Hazardous Material on or under the Property. If such
inspection reveals that the level of Hazardous Material remaining on or under the Property is
acceptable to Buyer in Buyer's sole discretion,then Buyer shall be obligated to proceed to the
Close of Escrow, and the Close of Escrow shall occur within two (2)weeks following Buyer's
inspection.
6. Seller's Personal Property. Seller warrants that none of Seller's personal
property is located on the Property, and that none of Seller's personal property is necessary for
the operation of the Property as it is currently operated.
7. Operation Prior to Closing. From and after the execution of this Agreement,
Seller shall not enter into any subleases, contracts or agreements pertaining in any way to the
Property or the occupancy thereof that are not terminable on or before the date on which Seller is
required to deliver possession of the Property to Buyer. Notwithstanding the foregoing, Seller
shall maintain and repair the Property in accordance with the Ground Lease until the Closing.
8. Right of Entry. Buyer and its representatives, employees, contractors, agents and
designees shall have the right to enter upon the Property, at Buyer's sole cost and expense, in
order to inspect and investigate the Property and to conduct any and all surveys, tests and studies
Buyer deems necessary or convenient, provided that Buyer shall restore any damage done to the
Property as the result of any such tests, surveys or studies. Such entry shall be made only after
reasonable advance written notice to Seller by Buyer and at times reasonably acceptable to
Seller. Such right of entry shall be exercised in a manner which reasonably minimizes any
disruption to tenants in the Property. Buyer shall indemnify, defend and hold Seller and the
Property free and harmless from any and all claims, demands, liabilities, costs, expenses,
penalties, damages, losses and liens, including,without limitation, reasonable attorneys' fees,
arising out of any such entry by Buyer or its representatives, employees, agents, contractors or
designees. The indemnity provided for herein shall survive the termination of this Agreement.
The inspections of the Property conducted by Buyer under the terms of this Agreement shall be
subject to the terms of this Section 8 and shall be considered entries upon the Property for the
purposes of this Section 8.
9. Limitations of Claims.
9.1. No Threat of Condemnation. Seller acknowledges that Seller has
periodically solicited offers from the City for the transaction which is the subject of this
Agreement, and did so independently of and without regard to any actions or contemplated
actions of Buyer; Seller did not act under any threat of condemnation. Seller acknowledges and
agrees that Seller has no right or entitlement to make any claims against Buyer or its officials,
57296\0001\646207.9 -8-
• •
employees, agents or attorneys for just compensation, severance damages, compensation for loss
of goodwill,precondemnation damages, inverse condemnation, attorneys' fees, litigation
expenses, costs, interest, relocation benefits, or any other claims whatever, arising out of or •
relating to pre-acquisition activities of Buyer or its officials, employees, agents or attorneys.
Seller's claims to compensation with respect to the Leasehold are limited to the Purchase Price
payable under this Agreement.
9.2 No Personal Liability of Trustee or Limited Partners. Buyer
acknowledges that Karl W. Dolk is acting in a representative capacity on behalf of California
Historic Properties-80, a California limited partnership, and that the remaining constitutent
partners of California Historic Properties-80, a California limited partnership, are limited
partners. Neither Karl W. Dolk nor any constituent limited partner of California Historic
Properties-80 shall have any personal liability for the obligations of Seller under this Agreement.
Buyer agrees that it shall look solely to the assets of California Historic Properties-80 for the
enforcement of any claims arising hereunder or related hereto. The terms of this subsection 9.2
are a material consideration and inducement to Seller to enter into this Agreement, and but for
the inclusion of such provision in this Agreement, Seller would not enter into this Agreement.
10. Commissions. Seller hereby represents and warrants to Buyer that no broker,
salesman or finder has been engaged by it in connection with the transaction contemplated by
this Agreement, other than CB Richard Ellis, Inc. ("Broker"). Buyer hereby represents and
warrants to Seller that Buyer has made no statement or representation or entered into any
agreement with a broker, salesman or finder, other than Broker, in connection with the
transaction contemplated by this Agreement. The parties acknowledge that Broker represents
Seller only in this transaction. Seller shall pay any commission due Broker and shall indemnify,
hold harmless and defend Buyer from and against claim by Broker. In the event of any claim for
broker's or finder's fees or commissions in connection with the negotiation or execution of this
Agreement or the transaction contemplated hereby by any person or entity other than Broker,
Seller shall indemnify, hold harmless and defend Buyer from and against such claim if it shall be
based upon any statement or representation or agreement alleged to have been made by Seller,
and Buyer shall indemnify, hold harmless and defend Seller if such claim shall be based upon
any statement, representation or agreement alleged to have been made by Buyer.
11. Attorneys'Fees. If any action or proceeding shall be brought by either party in
order to enforce the provisions of this Agreement, or to collect damages as a result of the breach
of any of the provisions of this Agreement, the prevailing party shall be entitled to recover all
reasonable costs incurred in connection therewith, including attorneys' fees.
12. Notices. Whenever Escrow Holder or any party hereto shall desire, or be
obligated,to give or serve upon the other any notice, demand, request or other communication,
each such notice, demand, request or other communication shall be in writing, shall be given by
personal delivery or by registered or certified United States mail, return receipt requested,
postage prepaid, addressed as follows:
TO SELLER: Karl W. Dolk, Trustee
do Muto-Dolk Associates
931 Howe Avenue. #101
Sacramento, CA 95825
57296\0001\646207.9 -9-
• •
with a copy to:
McDonough, Holland & Allen
555 Capitol Mall, 9th Floor
Sacramento, CA 95814
Attn: Jeffry R. Jones, Esq.
TO BUYER: City of Seal Beach
211 8th Street
Seal Beach, California 90740
Attn: City Manager
with a copy to:
Richards, Watson & Gershon
333 South Hope Street, 38th Floor
Los Angeles, CA 90071
Attn: Quinn M.Barrow, City Attorney
TO ESCROW HOLDER:
First American Title Company
#2 First American Way
Santa Ana, CA 92707
Attn: Eric Bowen
Any such notice, demand, request or other communication shall be deemed effective on the day
of actual delivery as shown by the addressee's return receipt or the expiration of three business
days after the date of mailing, whichever is earlier. The foregoing addresses may be changed by
notice given in accordance with this Section 12.
13. Amendment; Complete Agreement. All amendments and supplements to this
Agreement must be in writing and executed by Buyer and Seller. All understandings and
agreements between the parties regarding the Property are merged in this Agreement, which
alone fully and completely expresses the agreement of the parties regarding the Property. This
Agreement has been drafted through a joint effort of the parties and their counsel and therefore
shall not be construed against either of the parties as the draftsperson. This Agreement shall not
be binding upon either party hereto until fully executed by both parties;
14. Governing Law. This Agreement shall be governed under the laws of the State
of California.
15. Counterparts, Signatures and Headings. This Agreement may be executed in
several counterparts each of which shall be deemed an original, but all of such counterparts shall
constitute one Agreement. Except for documents to be recorded, signatures of the parties may be
delivered by facsimile transmission; such facsimile signatures shall be treated in all respects as
having the same effect as an original signature. The headings used herein are for convenience
only and are not to be construed to be part of this Agreement.
S7296\0001\646207.9 -10-
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•
16. Binding Effect. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of Seller and Buyer.
17. Time of the Essence. Time is of the essence of this Agreement.
18. Waiver. The waiver by one party of performance of any covenant, condition or
promise shall not invalidate this Agreement, nor shall it be considered to be a waiver by it of any
other covenant, condition or promise. The waiver by either or both parties of the time for
performing any act shall not constitute a waiver of the time for performing any other act or an
identical act required to be performed at a later time.
19. Third Parties. Nothing contained in this Agreement, expressed or implied,is
intended to confer upon any person other than the parties hereto and their successors and assigns,
any rights or remedies under or by reason of this Agreement.
20. Severability. If any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never been contained
herein,unless such invalidity, illegality or unenforceability materially affects the transactions
contemplated by this Agreement or the ability of either party to perform its obligations under this
Agreement. In such case, either party may terminate this Agreement and the Escrow on written
notice to the other party given no later than ten(10) business days after the party giving such
notice becomes aware of such invalidity, illegality or unenforceability, and the provisions of
Section 2.11 above shall apply.
21. Additional Documents. Each party hereto agrees to perform any further acts and
to execute and deliver any further documents which may be reasonably necessary to carry out the
provisions of this Agreement.
57296\0001\646207.9 -11-
•
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
KARL W. DOLK, POST-CONFIRMATION
CHAPTER 11 TRUSTEE IN THE BANKRUPTCY
OF CALIFORNIA HISTORIC PROPERTIES-80,
A CALIFORNIA LIMITED PARTNERSHIP, DBA
CHP-80, DEBTOR, UNITED STATES
BANKRUPTCY COURT, EASTERN DISTRICT
OF CALIFORNIA, CASE NO. 289-03204-A-11
("Seller")
CITY OF SEAL BEACH ("City")
ayor
ATTEST:
4 .,
_ _ ,...... . , J _..... g
Clerk sr
THE REDEVELOPMENT AGENCY OF THE
CITY OF SEAL BEACH("Agency")
By: 12
Chair
41 . 4,,
.
Receipt of the foregoing instructions by Escrow Holder is acknowledged and accepted; and
Escrow Holder agrees to hold and dispose of the funds and documents deposited in the escrow in
accordance with such instructions. -
Date: , 2001 FIRST AMERICAN 1'11 LE COMPANY
By:
Its:
S7296\0001\646207.9 -12-
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•
EXHIBIT A
LEGAL DESCRIPTION
Being those portions of Lots 1,3,5 and 7, and Block 107 of Bay City Map in the City of Seal Beach,
County of Orange, State of California,recorded in Book 3,Page 19 of miscellaneous maps, records of
Orange County,more particularly described as follows:
Beginning at the southeast corner of said Lot 1;
Thence,northeasterly 87 feet along the easterly line of said Lots 1,3,5 and 7, said easterly lot line also
being the westerly line of 8th Street, to a point of intersection with the easterly prolongation of the
exterior face of the northerly wall of the old City Hall building constructed in 1929;
Thence,northwesterly perpendicular to said 8th Street, along the exterior face of said wall and its
prolongation, 58.3 feet;
Thence,northeasterly, parallel to 8th Street, 10.7 feet;
Thence,northwesterly, perpendicular to 8th Street, 59.2 feet,to the westerly line of said Lots 1,3,5 and 7;
Thence, southwesterly 97.7 feet along said westerly line to the southwest corner of Lot 1;
Thence, southeasterly 117.5 feet along the southerly line of Lot 1 to the point of beginning.
S7296\0001\646207.9
• •
CERTIFICATE OF ACCEPTANCE
(Govt. Code § 27281)
This is to certify that the interests in real property commonly known as 201 8th Street,
Seal Beach, California 90740, conveyed to the City of Seal Beach, a municipal corporation
("Grantee"), by Karl W. Dolk, Post-Confirmation Chapter 11 Trustee in the Bankruptcy of
California Historic Properties-80, a California limited partnership, d/b/a CHP-80, Debtor, United
States Bankruptcy Court, Eastern District of California, Case No. 289-03204-A-11 ("Grantor"),
pursuant to that certain Assignment of Lease and Subleases dated as of August 23, 2001, is
hereby accepted by order of the City Council of the City of Seal Beach made in regular session
on April 9, 2001, and the Grantee consents to the recordation thereof by its duly authorized
officer.
Dated: August 24, 2001
CITY OF SEAL BEACH,
a municipal co a ation
By: J .
n B. Bahorski, City Manager
/
Attest:
Bk7-714asaiy_i?Li‘
Pi
{Joanne Yeo, City Cler
665994.1
•
• •
ASSIGNMENT OF LEASEHOLD INTEREST
FOR VALUE RECEIVED, THE REDEVELOPMENT AGENCY OF THE CITY
OF SEAL BEACH, a public body, corporate and politic (the "Assignor"), hereby grants,
transfers and assigns to the CITY OF SEAL BEACH, a municipal corporation (the "Assignee"),
all of the Assignor's entire right, title and interest (the "Leasehold") in and to that certain parcel
of real property consisting of approximately 11,025 square feet of land area located at 201 8`h
Street in the City of Seal Beach, Orange County, California, as more particularly described in
Exhibit "A" attached hereto and incorporated by reference herein, and the improvements thereon,
consisting of a two-story building containing approximately 9,231 square feet of floor area
(collectively, the "Property"), together with all rents, income, issues and profits arising from the
Leasehold, and any renewals and modifications thereof, and together with all rents, income,
issues and profits from the use and occupancy of the Property and from any property covered by
the Leasehold, whether real, personal, mixed or intangible.
This Assignment is intended to be, and shall be construed as creating, an absolute
assignment unto Assignee, subject only to the terms and provisions hereof, and not an
assignment as security, and to such extent shall be unconditional and irrevocable except as
hereinafter provided to the contrary. It is the intent of this Assignment that Assignor's interest
as tenant in the Property merges with Assignee's interest as landlord in the Property, thereby
causing the Leasehold to terminate.
In connection with and as a part of this Assignment, Assignor hereby warrants,
represents and agrees, to and with Assignee, as follows:
1. Assignor represents and warrants that: (a) there has been no prior
assignment of the Leasehold which is now in effect, and (b) the Leasehold has been entered into
in the name of Assignor or Assignor's predecessor-in-interest.
2. Assignor agrees that:
(a) Assignor shall observe and perform all obligations imposed upon it
under the Leasehold;
(b) Assignor shall not, without the prior written consent of Assignee,
collect any rents, income or profits accruing under the Leasehold or from the Property more than
two (2) months in advance of the time when they shall become due;
(c) Assignor shall not execute any other assignment of the Leasehold or
assignment of rents accruing under the Leasehold or from the Property;
(d) Assignor shall execute and deliver to Assignee such further assurances
and assignments of leases on the Property as Assignee shall from time to time require;
(e) As any new lease is executed with respect to the Property, or any part
thereof, whether as a replacement for the existing Leasehold, in whole or in part, or as to space
not theretofore leased, Assignor shall deliver to Assignee a fully signed copy thereof; and
(f) Assignor shall not, without the prior written consent of Assignee,
amend or modify the Leasehold or accept the surrender of or otherwise terminate the Leasehold.
3. Assignor acknowledges and agrees that Assignor is assigning all of its right,
title and interest in and to the Property pursuant to that certain Agreement of Purchase and Sale
and Escrow Instructions dated July 11', 2001, by and Between Karl W. Dolk, Post-Confirmation
Chapter 11 Trustee in the Bankruptcy of California Historic Properties-80, a California Limited
Partnership, dba Chp-80, Debtor, United States Bankruptcy Court, Eastern District of California,
Case No. 289-03204-A-11, as Seller, and Assignee and the City of Seal Beach, a municipal
corporation, collectively as Buyer.
4. This Assignment, together with the agreements and warranties herein
contained, shall inure to the benefit of Assignee and its successors and assigns and shall be
binding upon Assignor and its heirs, successors and assigns as to all or any part of the Property.
5. This Assignment is made pursuant to and shall be construed and governed by
the laws of the United States and the laws of the State of California and the rules and regulations
promulgated thereunder. Whenever possible, each provision of this Assignment shall be
interpreted in such manner as to be effective and valid under applicable law, but if any
paragraph, clause or provision of this Assignment is construed or interpreted by a court of
competent jurisdiction to be void, invalid or unenforceable, such decision shall affect only those
paragraphs, clauses or provisions so construed or interpreted and shall not affect the remaining
paragraphs, clauses and provisions of this Assignment.
IN WITNESS WHEREOF, this Assignment has been executed as of the
day of August, 2001.
THE REDEVELOPMENT AGENCY OF THE
CITY OF SEAL ACH, a pub ' body, corporate
and politic
By:
John ahorski, Executive Director
ATTEST:
Jqanne Ye o, Secretary
S7296\0603\663362.2
-2-
• •
Exhibit "A"
LEGAL DESCRIPTION OF PROPERTY
[To be attached]
S7296\0603\663362.2
';. This document ww��electronically recorded by
•
RECORDING REQUESTED BY • FIRSWII ERICAN TITLE
FIRST AMERICAN TITLE COMPANY ' s
COMMERCIALIINDUSTRIALi DIVISION
alttDL15(o-03 Recorded in Official Records,County of Orange
Recording Requested by and Ga L. Granville, Clerk-Recorder
When Recorded Return to: I I II III II
I I I I I I I 1 1 1 1 1 1 18. 00
City of Seal Beach Street
211 8`h 20010596672 04:07pm 08/27/01
Seal Beach, California 90740 100 67 A32 7
Attn: City Manager 0.00 0.00 0.00 0.00 12.00 0.00 0.00 0.00
■ FREE RECORDING REQUESTED •' •• • • ••• •r
(Space Above for Recorder's Use)
ASSIGNMENT OF LEASE AND SUBLEASES
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, KARL W. DOLK, POST-
CONFIRMATION CHAPTER 11 TRUSTEE 1N THE BANKRUPTCY OF CALIFORNIA
HISTORIC PROPERTIES-80, A CALIFORNIA LIMITED PARTNERSHIP, DBA CHP-80,
DEBTOR, UNITED STATES BANKRUPTCY COURT, EASTERN DISTRICT OF
CALIFORNIA, CASE NO. 289-03204-A-11 (the "Assignor"), hereby grants, transfers and
assigns to the CITY OF SEAL BEACH, a municipal corporation (the "Assignee"), all of the
Assignor's entire right, title and interest in and to that certain parcel of real property consisting of
approximately 11,025 square feet of land area located at 201 8th Streefin the City of Seal Beach,
Orange County, California, as more particularly described in Exhibit "A" attached hereto and
incorporated by reference herein, and the improvements thereon, consisting of a two-story
building containing approximately 9,231 square feet of floor area (collectively, the "Property"),
including but not limited to: (i) that certain Sub-Sublease dated January 9, 1984, by and between
Assignee as Sub-Sublessor and Assignor, as Sub-Sublessee (the "Lease"), a Memorandum of
which was recorded August 8, 1984, as Instrument No. 84-329431, Official Records of Orange
County, California, as amended by an Amendment of Lease, dated May 30, 1984, a
Memorandum of which was recorded August 30, 1984, as Instrument No. 84-363186, Official
Records of Orange County, California, and (ii) those certain unrecorded sub-sub-subleases
(collectively, the "Subleases") listed in Exhibit `B" attached hereto and incorporated by
reference herein, together with all rents, income, issues and profits arising from the Lease and the
Subleases, and any renewals and modifications thereof, and together with all rents, income,
issues and profits from the use and occupancy of the Property and from any property covered by
the Lease and/or the Subleases, whether real,'personal, mixed or intangible.
This Assignment is intended to be, and shall be construed as creating, an absolute
assignment unto Assignee, subject only to the terms and provisions hereof, and not an
assignment as security, and to such extent shall be unconditional and irrevocable except as
hereinafter provided to the contrary. It is the intent of this Assignment that Assignor's interest,
as Sub-Sublessee under the Lease merges with.Assignee's interest as Sub-Sublessor under the
Lease, thereby causing the Lease to terminate. It is the intent of this Assignment that Assignor's
interest as Sub-Sub-Sublessor in the Subleases is transferred to Assignee and that such sub-sub-
subleasehold estate continues.
•
In connection with and as a part'of this Assignment, Assignor hereby warrants,
represents and agrees, to and with Assignee, as follows:
1. Assignor represents and warrants that: (a) there has been no prior
assignment of the Lease and/or the Subleases which is now in effect, and (b) the Lease and the
Subleases have been entered into in the name of Assignor or Assignor's predecessor-in-interest.
2. Assignor agrees that:
(a) Assignor shall observe and perform all obligations imposed upon the
Sub-Sublessee under the Lease and as Sublessor under the Subleases;
(b) Assignor shall not, without the prior written consent of Assignee,
collect any rents, income or profits accruing under the Lease or the Subleases or from the
Property more than two (2) months in advance of the time when they shall become due;
(c) Assignor shall not execute any other assignment of the Sub-
Sublessee's interest in the Lease or the Sublessor's interest in the Subleases or assignment of
rents accruing under the Lease or the Subleases or from the Property;
(d) Assignor shall execute and deliver to Assignee such further assurances
and assignments of Leases and/or Subleases on the Property as Assignee shall from time to time
require;
(e) As any new lease is executed with respect to the Property, or any part
thereof, whether as a replacement for the existing Lease or Subleases, in whole or in part, or as to
space not theretofore leased, Assignor shall deliver to Assignee a fully signed copy thereof; and
(f) Assignor shall not, without the prior written consent of Assignee,
amend or modify the Lease or the Subleases or accept the surrender of or otherwise terminate the
Lease or any of the Subleases.
3. Assignor acknowledges and agrees that Assignee has contemporaneously
herewith delivered to Assignor the sum of Seven Hundred Forty Thousand Dollars ($740,000.00)
as the purchase price for the leasehold interests being transferred to Assignee hereunder,
pursuant to that certain Agreement of Purchase and Sale and Escrow instructions dated July 11,
2001, by and between Assignor, as Seller, and Assignee and the Redevelopment Agency of the
City of Seal Beach, a public body, corporate and politic, collectively as Buyer.
4. This Assignment, together with the agreements and warranties herein
contained, shall inure to the benefit of Assignee and its successors and assigns and shall be
binding upon Assignor and its heirs, successors and assigns as to all or any part of the Property.
5. This Assignment is made pursuant to and shall be construed and governed by
the laws of the United States and the laws of the State of California and the rules and regulations
promulgated thereunder. Whenever possible, each provision of this Assignment shall be
interpreted in such manner as to be effective and valid under applicable law, but if any
paragraph, clause or provision of this Assignment is construed or interpreted by a court of
competent jurisdiction to be void, invalid or unenforceable, such decision shall affect only those
paragraphs, clauses or provisions so construed or interpreted and shall not affect the remaining
paragraphs, clauses and provisions of this Assignment.
IN WITNESS WHEREOF, this Assignment has been executed as of the 23U
day of August, 2001.
KARL W. DOLK, POST-CONFIRMATION
CHAPTER 11 TRUSTEE IN THE BANKRUPTCY
OF CALIFORNIA HISTORIC PROPERTIES-80,
A CALIFORNIA LIMITED PARTNERSHIP, DBA
CHP-80, DEBTOR, UNITED STATES
BANKRUPTCY COURT, EASTERN DISTRICT
OF CALIFORNIA, CASE NO. 289-03204-A-11
("Assignor")
5 `
l • •
STATE OF CALIFORNIA )
) ss.
COUNTY OF SACRAMENTO )
On this ,7342 day of 4146-41 i 2001, before me J. ly C K.t n n o n
a Notary Public in and for said State, personally appeared KARL W. DOLK, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
within instrument.
WITNESS my hand and official seal.
Signature' (Seal)
ota Public
o°• *� J. MC KINNON e
'/- w_..,.�,Tt Comm.N 1243977 N
JJ �/ vIV,-$4,&•,..,14? NOTARY PUBLIC•CALIFOBNIA VI
. He ki n n o n it County of Sacramento
Name (Typed or Printed) "arm Imy comm.Expires Dec.18,2003 t
• •
Exhibit A-- ,
ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF SEAL
BEACH, DESCRIBED AS FOLLOWS:
THOSE PORTIONS OF LOTS I, 3, 5 AND 7, BLOCK 107, OF THE BAY CITY TRACT, AS SHOWN ON A
MAP RECORDED IN BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY,
CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 1; THENCE NORTHEASTERLY 87.52
FEET ALONG THE SOUTHEASTERLY LINE OF SAID LOTS 1, 3, 5 AND 7; THENCE NORTHWESTERLY
PERPENDICULAR TO SAID 8TH STREET AS SHOWN ON SAID MAP A DISTANCE OF 58.30 FEET;
THENCE NORTHEASTERLY PARALLEL TO SAID 8TH STREET A DISTANCE OF 10.70 FEET; THENCE
NORTHWESTERLY PERPENDICULAR TO SAID 8TH STREET A DISTANCE OF 59.20 FEET TO THE
NORTHWESTERLY LINE OF SAID LOT 7; THENCE SOUTHWESTERLY 97.70 FEET ALONG THE
NORTHWESTERLY LINES OF SAID LOTS 7, 5, 3 AND 1 TO THE MOST WESTERLY CORNER OF SAID
LOT I; THENCE SOUTHEASTERLY 117.50 FEET ALONG THE SOUTHWESTERLY LINE OF SAID LOT 1
TO THE POINT OF BEGINNING.
•
•
Exhibit `B"
LIST OF UNRECORDED SUBLEASES
1. Sublease for 201 8th Street, Suite 100, Seal Beach, California 90740, by and between
Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California Historic
Properties 80, a limited partnership, as Sublessor, and Jim Klisanin, an individual
d/b/a Baytown Realty, as Sublessee, dated December 1, 1997, as amended by First
Amendment to Lease dated November 1, 1999.
2. Sub-Sublease for 201 8`h Street, Suite 100, Seal Beach, California 90740, by and
between Jim Klisanin, an individual d/b/a Baytown Realty, as Sub-Sublessor, and
Brad McKinzie, as Sub-Sublessee, dated May 29, 2001, pursuant to the Sublease
described above in paragraph 1 dated December 1, 1997, as amended by First
Amendment to Lease dated November 1, 1999.
3. Sublease for 201 8`h Street, Suite 110, Seal Beach, California 90740, by and between
Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California Historic
Properties 80, a limited partnership, as Sublessor, and Thad W. Schamberger, an
individual d/b/a Ned's House of Produce, as Sublessee, dated January 1, 1998, as
amended by First Amendment to Lease dated January 1, 2000, and Second
Amendment to Lease dated January 1, 2001.
4. Sublease for 201 8th Street, Suite 130, Seal Beach, California 90740, by and between
Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California Historic
Properties 80, a limited partnership, as Sublessor, and Edgewood Consulting Group, a
New Jersey corporation, as Sublessee, dated November 3, 1997, as amended by First
Amendment to Lease dated November 1, 1999.
5. Sublease for 201 8`h Street, Suite 140, Seal Beach, California 90740, by and between
Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California Historic
Properties 80, a limited partnership, as Sublessor, and Seal Beach Cable
Communications Foundation, a California corporation, as Sublessee, dated March 1,
1998, as amended by First Amendment to Lease dated March 1, 1999, and Second
Amendment to Lease dated March 1, 2000, and letter from Karl W. Dolk to Sublessee
dated March 8, 2001.
6. Sublease for 201 8`h Street, Suite 150, Seal Beach, California 90740, by and between
Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California Historic
Properties 80, a limited partnership, as Sublessor, and Bill L. Knight d/b/a B.L.
Knight Electric, Inc., as Sublessee, dated January 1, 1999, as amended by letter from
Karl W. Dolk to Sublessee dated November 30, 2000.
7. Sublease for 201 8th Street, Suites 170, 180 and 190, Seal Beach, California 90740, by
and between Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California
Historic Properties 80, a limited partnership, as Sublessor, and Micki Sangster, an
individual, as Sublessee, dated August 1, 1998, as amended by First Amendment to
Lease dated March 1, 2000, and letter from Sublessor to Sublessee dated November
30, 2000.
j • •
CERTIFICATE OF ACCEPTANCE
(Govt. Code § 27281)
This is to certify that the interests in real property commonly known as 201 8th Street,
Seal Beach, California 90740, conveyed to the City of Seal Beach, a municipal corporation
("Grantee"), by Karl W. Dolk, Post-Confirmation Chapter 11 Trustee in the Bankruptcy of
California Historic Properties-80, a California limited partnership, d/b/a CHP-80, Debtor, United
States Bankruptcy Court, Eastern District of California, Case No. 289-03204-A-11 ("Grantor"),
pursuant to that certain Assignment of Lease and Subleases dated as of August 23, 2001, is
hereby accepted by order of the City Council of the City of Seal Beach made in regular session
on April 9, 2001, and the Grantee consents to the recordation thereof by its duly authorized
officer.
Dated: August 24, 2001
CITY OF SEAL : ,CH,
a munici•- 6. •oration
By:
J..An B. Bahorski, City Manager
Attest:
By:' =::‘ / tt
-oanne Yeo, City Clerk
665994.1
• •
CERTIFIED TO BE A TRUE AND CORRECT COPY OF THE
ORIGINAL DOCUMENT RECORDED ON ('.)-7-4/
Recording Requested by and UNDER RECORDER'S SERIES NO. gal ,)-•
When Recorded Return to: (c' 0/Y1 COUNTY RECORDS
City of Seal Beach FIRST AMERICAN`TITLE CO.
211 Seal 8th Beach,Street I V t, 1 /l�lA,�
Seal Beach, California 90740 BY:
Attn: City Manager
FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE 327383
(Space Above for Recorder's Use)
ASSIGNMENT OF LEASE AND SUBLEASES
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, KARL W. DOLK, POST-
CONFIRMATION CHAPTER 11 TRUSTEE IN THE BANKRUPTCY OF CALIFORNIA
HISTORIC PROPERTIES-80, A CALIFORNIA LIMITED PARTNERSHIP, DBA CHP-80,
DEBTOR, UNITED STATES BANKRUPTCY COURT, EASTERN DISTRICT OF
CALIFORNIA, CASE NO. 289-03204-A-11 (the "Assignor"), hereby grants, transfers and
assigns to the CITY OF SEAL BEACH, a municipal corporation (the "Assignee"), all of the
Assignor's entire right, title and interest in and to that certain parcel of real property consisting of
approximately 11,025 square feet of land area located at 201 8th Street in the City of Seal Beach,
Orange County, California, as more particularly described in Exhibit "A" attached hereto and
incorporated by reference herein, and the improvements thereon, consisting of a two-story
• building containing approximately 9,231 square feet of floor area (collectively, the "Property"),
including but not limited to: (i) that certain Sub-Sublease dated January 9, 1984, by and between
Assignee as Sub-Sublessor and Assignor as Sub-Sublessee (the "Lease"), a Memorandum of
which was.recorded August 8, 1984, as Instrument No. 84-329431, Official Records of Orange
• County, California, as amended by an Amendment of Lease, dated May 30, 1984, a
Memorandum of which was recorded August 30, 1984, as Instrument No. 84-363186, Official
Records of Orange County, California, and (ii) those certain unrecorded sub-sub-subleases
(collectively, the "Subleases") listed in Exhibit `B" attached hereto and incorporated by
reference herein, together with all rents, income, issues and profits arising from the Lease and the
Subleases, and any renewals and modifications thereof, and together with all rents, income,
issues and profits from the use and occupancy of the Property and from any property covered by
the Lease and/or the Subleases, whether real, personal, mixed or intangible.
This Assignment is intended to be, and shall be construed as creating, an absolute
assignment unto Assignee, subject only to the terms and provisions hereof, and not an
assignment as security, and to such extent shall be unconditional and irrevocable except as
hereinafter provided to the contrary. It is the intent of this Assignment that Assignor's interest
as Sub-Sublessee under the Lease merges with Assignee's interest as Sub-Sublessor under the
Lease, thereby causing the Lease to terminate. It is the intent of this Assignment that Assignor's
interest as Sub-Sub-Sublessor in the Subleases is transferred to Assignee and that such sub-sub-
subleasehold estate continues.
• •
In connection with and as a part of this Assignment, Assignor hereby warrants,
represents and agrees, to and with Assignee. as follows:
1. Assignor represents and warrants that: (a) there has been no prior
• assignment of the Lease and/or the Subleases which is now in effect, and (b) the Lease and the
Subleases have been entered into in the name of Assignor or Assignor's predecessor-in-interest.
2. Assignor agrees that:
(a) Assignor shall observe and perform all obligations imposed upon the
Sub-Sublessee under the Lease and as Sublessor under the Subleases;
(b) Assignor shall not, without the prior written consent of Assignee,
collect any rents, income or profits accruing under the Lease or the Subleases or from the
Property more than'two (2) months in advance of the time when they shall become due;
(c) Assignor shall not execute any other assignment of the Sub-
Sublessee's interest in the Lease or the Sublessor's interest in the Subleases or assignment of
rents accruing under the Lease or the Subleases or from the Property;
(d) Assignor shall execute and deliver to Assignee such further assurances
and assignments of Leases and/or Subleases on the Property as Assignee shall from time to time
require;
(e) As any new lease is executed with respect to the Property, or any part
thereof, whether as a replacement for the existing Lease or Subleases, in whole or in part, or as to
space not theretofore leased, Assignor shall deliver to Assignee a fully signed copy thereof; and
(f) Assignor shall not, without the prior written consent of Assignee,
amend or modify the Lease or the Subleases or accept the surrender of or otherwise terminate the
Lease or any of the Subleases.
3. Assignor acknowledges and agrees that Assignee has contemporaneously
herewith delivered to Assignor the sum of Seven Hundred Forty Thousand Dollars ($740,000.00)
as the purchase price for the leasehold interests being transferred to Assignee hereunder,
pursuant to that certain Agreement of Purchase and Sale and Escrow Instructions dated July 11,
2001, by and between Assignor, as Seller, and Assignee and the Redevelopment Agency of the
City of Seal Beach, a public body, corporate and politic, collectively as Buyer.
4. This Assignment, together with the agreements and warranties herein
contained, shall inure to the benefit of Assignee and its successors and assigns and shall be
binding upon Assignor and its heirs, successors and assigns as to all or any part of the Property.
5. This Assignment is made pursuant to and shall be construed and governed by
the laws of the United States and the laws of the State of California and the rules and regulations
promulgated thereunder. Whenever possible, each provision of this Assignment shall be
interpreted in such manner as to be effective and valid under applicable law, but if any
paragraph, clause or provision of this Assignment is construed or interpreted by a court of
competent jurisdiction to be void, invalid or unenforceable, such decision shall affect only those
paragraphs, clauses or provisions so construed or interpreted and shall not affect the remaining
paragraphs, clauses and provisions of this Assignment.
•
• •
IN WITNESS WHEREOF, this Assignment has been executed as of the 23
day of August, 2001.
L • -
KARL W. DOLK, POST-CONFIRMATION
CHAPTER 11 TRUSTEE IN THE BANKRUPTCY
OF CALIFORNIA HISTORIC PROPERTIES-80,
A CALIFORNIA LIMITED PARTNERSHIP, DBA
CHP-80, DEBTOR, UNITED STATES
BANKRUPTCY COURT, EASTERN DISTRICT
OF CALIFORNIA, CASE NO. 289-03204-A-11
• ("Assignor")
• •
STATE OF CALIFORNIA )
) ss.
COUNTY OF SACRAMENTO
On this ,{3' day of 446ur T" 2001, before me J. M c K.r n n 0 n
a Notary Public in and for said State, personally appeared KARL W. DOLL personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
within instrument.
WITNESS my hand and official seal.
Signature: Ida (Seal)
ot. Public
.o^�� J. MC KINNON the �
Comm.a 1243977 n
1I ,/ ui '' =115^• NOTARY PUBLIC-CALIFORNIA
_'. He Rr n n „ n `` ." 'e County of Sacramento'rczn zy.Sa m.Exoires Dec.18,2003 r
Name(Typed or Printed) ----- f
• 0
Exhibit
I I •
ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA. COUNTY OF ORANGE. CITY OF SEAL
BEACH. DESCRIBED AS FOLLOWS:
THOSE PORTIONS OF LOTS 1, 3, 5 AND 7; BLOCK 107, OF THE BAY CITY TRACT, AS SHOWN ON A
MAP RECORDED N BOOK 3, PAGE 19 OF MISCELLANEOUS MAPS. RECORDS OF ORANGE COUNTY,
CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 1; THENCE NORTHEASTERLY 87.52
FEET ALONG THE SOUTHEASTERLY LINE OF SAID LOTS 1, 3, 5 AND 7; THENCE NORTHWESTERLY
PERPENDICULAR TO SAID 8TH STREET AS SHOWN ON SAID MAP A DISTANCE OF 58.30 FEET;
THENCE NORTHEASTERLY PARALLEL TO SAID 8TH STREET A DISTANCE OF 10.70 FEET; THENCE
NORTHWESTERLY PERPENDICULAR TO SAID 8TH STREET A DISTANCE OF 59.20 FEET TO THE
NORTHWESTERLY LINE OF SAID LOT 7; THENCE SOUTHWESTERLY 97.70 FEET ALONG THE
NORTHWESTERLY LINES OF SAID LOTS 7, 5, 3 AND 1 TO THE MOST WESTERLY CORNER OF SAID
LOT 1; THENCE SOUTHEASTERLY 117.50 FEET ALONG THE SOUTHWESTERLY LINE OF SAID LOT I
TO THE POINT OF BEGINNING.
• •
•
Exhibit`B"
LIST OF UNRECORDED SUBLEASES
1. Sublease for 201 8`h Street, Suite 100, Seal Beach, California 90740, by and between
Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California Historic
Properties 80, a limited partnership, as Sublessor, and Jim Klisanin, an individual
d/b/a Baytown Realty, as Sublessee, dated December 1, 1997, as amended by First
Amendment to Lease dated November 1, 1999.
2. Sub-Sublease for 201 8`h Street, Suite 100, Seal Beach, California 90740, by and
between Jim Klisanin, an individual d/b/a Baytown Realty, as Sub-Sublessor, and
Brad McKinzie, as Sub-Sublessee, dated May 29, 2001, pursuant to the Sublease
described above in paragraph 1 dated December 1, 1997, as amended by First
Amendment to Lease dated November 1, 1999.
3. Sublease for 201 8`h Street, Suite 110, Seal Beach, California 90740, by and between
Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California Historic
Properties 80, a limited partnership, as Sublessor, and Thad W. Schamberger, an
individual d/b/a Ned's House of Produce, as Sublessee, dated January 1, 1998, as
amended by First Amendment to Lease dated January 1, 2000, and Second
Amendment to Lease dated January 1, 2001.
4. Sublease for 201 8`h Street, Suite 130, Seal Beach, California 90740, by and between
Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California Historic
Properties 80, a limited partnership, as Sublessor, and Edgewood Consulting Group, a
New Jersey corporation, as Sublessee, dated November 3, 1997, as amended by First
Amendment to Lease dated November I, 1999.
5. Sublease for 201 8th Street, Suite 140, Seal Beach, California 90740, by and between
Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California Historic
Properties 80, a limited partnership, as Sublessor, and Seal Beach Cable
Communications Foundation, a California corporation, as Sublessee, dated March 1,
1998, as amended by First Amendment to Lease dated March I, 1999, and Second
Amendment to Lease dated March 1, 2000, and letter from Karl W. Dolk to Sublessee
dated March 8, 2001.
6. Sublease for 201 8`h Street, Suite 150, Seal Beach, California 90740, by and between
Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California Historic
Properties 80, a limited partnership, as Sublessor, and Bill L. Knight d/bia B.L.
Knight Electric, Inc., as Sublessee, dated January 1, 1999, as amended by letter from -
Karl W. Dolk to Sublessee dated November 30, 2000.
7. Sublease for 201 8`h Street, Suites 170, 180 and 190, Seal Beach, California 90740, by
and between Karl W. Dolk, as Post Confirmation Chapter 11 Trustee for California
Historic Properties 80, a limited partnership, as Sublessor, and Micki Sangster, an
individual, as Sublessee, dated August t, 1998, as amended by First Amendment to
Lease dated March 1, 2000, and letter from Sublessor to Sublessee dated November
30, 2000.
• •
To: ORANGE COUNTY RECORDER
Re: ASSIGNMENT OF LEASE AND SUBLEASE
Dear Sir/Madam:
You are requested to affix Real Property Transfer Tax stamps in the amount of SNONE - SEE BELOW to the
document attached and described below after the permanent record is made and before the document is returned,
pursuant to Section 11932 R&T Code.
ASSIGNOR: KARL W. DOLK,POST-CONFIRMATION CHAPTER 11 TRUSTEE
ASSIGNEE CITY OF SEAL BEACH
Transfer Tax: SNONE-GOVERNMENTAL AGENCY ACQUIRING TITLE R&T 11922
and unrecorded leases are of a term of less than 30 years
/4 11'
Signature of Party submitting document (J
/,23 G
Date