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AGREEMENT OF PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
This Agreement of Purchase and Sale and Escrow Instructions (the "Agreement") is
made as of December 5, 2005, by and between TPG-El Segundo Partners, LLC, a California
limited liability company ("Seller"), and the City of El Segundo, a municipal corporation
("Buyer").
Recitals
A. On or about October 12, 2005, Seller obtained title to and is currently the owner
of approximately 5 acres of unimproved real property located at the northeast corner of Mariposa
Avenue and Nash Street, El Segundo, California, described in Paragraph 1.1 below.
B: Buyer and Seller have entered into that certain Development Agreement recorded
as Instrument No. 02-0660073 in the Official Records of Los Angeles County, California (the
"Development Agreement") which, among other things, requires Seller to offer the Property for
sale to Buyer. The Development Agreement further requires Buyer and Seller to execute a
purchase and sale agreement within sixty(60) days after Seller obtained title to the Property.
C. In consideration of the agreements set forth in this Agreement and in satisfaction
of the parties' obligations under the Development Agreement, Seller has agreed to sell the
Property to Buyer, and Buyer has agreed to purchase the Property from Seller under the terms of
this Agreement for use as a public recreational facility.
THE PARTIES AGREE AS FOLLOWS:
1. Sale �:��`f:�.<.. ti � ... , �r•icc.
1.1 Sale or[''rolac,rty. Seller shall sell to Buyer and Buyer shall purchase from
Seller, at the price and upon the terms and conditions set forth in this Agreement: (i) that certain
real property containing approximately 5 acres and located at the northeast corner of Mariposa
Avenue and Nash Street, in El Segundo, California and more particularly described in Exhibit
"1.1" attached hereto (the "Real Property"); (ii) all appurtenances to the Real Property owned by
Seller, including, without limitation, all development rights, air rights, mineral rights, water,
water rights and water stock relating to the Real Property(the "Appurtenant Rights"). The Real
Property and the Appurtenant Rights are collectively referred to herein as the "Property."
1.2 1'urch ISe 13rice. Buyer shall pay to Seller as the total purchase price for the
Property (the "Purchase Price") an amount equal to the fair market value of the Property, as
determined by an independent appraisal appraising the Property as park land as provided in
Paragraph 2.12 below, not to exceed $5,000,000. The Purchase Price shall be payable as
follows:
1.2.1 Dcoosits. Buyer shall deposit the sum of$50,000 (the "Deposit")
to Seller into "Escrow" (as defined in Paragraph 2.1 below) in immediately available funds
concurrently with the Opening of Escrow (as defined in Paragraph 2.1 below).
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1.2.2 Balance. The balance of the Purchase Price (the "Balance") shall
be deposited by Buyer in immediately available funds into Escrow no later than two (2) business
days before the Closing Date (as defined in Paragraph 2.2 below).
2. Escrow, Closir ,, Conditions.
2.1 Escrow. No later than five (5)business days after the execution of this
Agreement by Buyer and Seller, Buyer and Seller shall open an escrow (the "Escrow") with
Chicago Title (the "Escrow Holder") and shall deliver a fully executed copy of this Agreement to
Escrow Holder. The deposit with Escrow Holder 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. Escrow Holder's standard provisions are attached hereto as
Exhibit"2.1" and shall become a part hereof; provided, however that if there is any conflict or
inconsistency between such standard provisions and this Agreement, then this Agreement shall
control.
2.2 ( losarw ,; Date. The Escrow shall close on that date which is seven (7) days
following the expiration of the Feasibility Period (the "Closing Date"). [Notwithstanding the
foregoing, the "Closing" or "Close of Escrow" (as defined in Paragraph 2.7 below) shall not
occur unless the conditions to the Close of Escrow set forth in this Agreement have been
satisfied or waived, including, without limitation, (i) the conditions set forth in Paragraphs 2.9
below, (ii) the condition that all items described in Paragraphs 2.5 and 2.6 below shall have been
deposited with Escrow Holder, and(iii) the condition that the "Title Company" (as defined in
Paragraph 2.3 below) has unconditionally committed to issue the "Title Policy" (as defined in
Paragraph 2.3 below). If any of such conditions have not been satisfied or waived on or before
the Closing Date and neither party is in default hereunder, this Agreement and the Escrow shall
terminate, and the provisions of Paragraph 2.11 below shall apply.
2.3 Title and Title Insurance. Seller shall convey title to the Property to Buyer by
a grant deed (the "Grant Deed").
At the "Close of Escrow," Chicago Title (the "Title Company"), shall
issue through Escrow an ALTA 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 Buyer,
subject only to the following exceptions (the "Permitted Exceptions"):
(i) the standard printed exceptions set forth in the Title Policy;
(ii) general and special taxes and assessments not then delinquent;
(iii) those certain exceptions which have been approved by Buyer as
provided in Paragraph 2.9.2 below;
(iv) any exceptions to title created by or made through Buyer; and
(v) the easements reserved by Seller as set forth in Paragraph 15,
2.4 Costs.
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2.4.1 Escrow Holder's fees with respect to the Escrow shall be shared
equally by Seller and Buyer.
2.4.2 Seller shall pay the premium for the CLTA portion of the Title
Policy. The additional cost for the ALTA coverage and any endorsements to the Title Policy
requested by Buyer shall be paid for by Buyer. Buyer shall pay all costs and expenses, if any,
incurred in connection with its obtaining a survey of the Property.
2.4.3 All expenses and charges incurred in connection with the discharge
of delinquent taxes, if any, or liens or encumbrances on the Property(other than those Permitted
Exceptions), shall be paid by Seller.
2.4.4 All installments of bonds, special taxes or assessments which are a
lien on the Property prior to the time of Closing shall be paid by Seller.
2.4.5 Each party shall be responsible for payment of the fees and
expenses of its counsel relating to this Agreement and the transactions contemplated hereby,
2.4.6 Any documentary or transfer taxes and recording fees shall be paid
by Seller.
2.4.7 Any other closing costs or charges are to be paid as is customary in
the County of Los Angeles, California.
2.5 Deposit of Documents and Mijids by Seller. Seller shall deposit with Escrow
Holder the following items no later than two (2) business days prior to the Closing Date, duly
executed and acknowledged where required:
2.5.1 The Grant Deed,
2.5.2 An affidavit certifying that Seller is not a"foreign person," as
defined in the Internal Revenue Code.
2.5.3 All other documents as may reasonably be required by Escrow
Holder or the Title Company to close the Escrow in accordance with this Agreement.
2.6 Deposit of Documents and„FUp,d ,_b,y-,; .L..Ive°. Buyer shall deposit with Escrow
Holder the following items no later than two (2) business days prior to the Closing Date, duly
executed and acknowledged where required:
2.6.1 The Balance, plus such additional funds as are required to pay
Buyer's costs and prorations as provided in Paragraph 2.4 above and Paragraph 2.8 below, less
any credits Buyer is entitled to hereunder.
2.6.2 A completed and originally executed Preliminary Change of
Ownership Report in the form required by the Los Angeles County Recorder's Office (the
"Change of Ownership Report").
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2.6.3 The Covenant (as defined in Paragraph 10 below),
2.6.4 All other funds and documents as may be reasonably required by
Escrow Holder to close the Escrow in accordance with this Agreement.
2.7 I.)t li,v r of l:�c��,t1l1lcnts�lld I°Lrilds,;pmt C;�lcl�in�. The performance of the acts set
forth in this paragraph 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:
2.7.1 Record the Grant Deed and the Covenant in the Office of the
County Recorder of Los Angeles County and simultaneously deliver the Change of Ownership
Report to such Office. The Covenant shall be recorded prior to the recordation of any deed of
trust of any purchase money lender of Buyer.
2.7.2 Obtain and deliver the original Title Policy to Buyer and a copy to
Seller,
2.7.3 Deliver to Seller on the Closing Date in immediately available
funds the sum of the Balance, and such other funds, if any, due Seller by reason of prorations,
less Seller's closing costs and prorations, if any, as provided in Paragraph 2.4 above and
Paragraph 2.8 below, and any credits Buyer is entitled to hereunder.
2.7.4 Pay the costs referred to in Paragraph 2.4 above.
2.8 Prorations.
2.8.1 Taxes. Escrow Holder shall prorate on a 365-day basis the real
estate taxes on the Real Property for the current fiscal year as of the Close of Escrow based upon
the most current real estate tax information available. Any supplemental real estate taxes on the
Real Property attributable to the period prior to the Closing Date shall be paid by Seller outside
of Escrow.
2.8.2 Utili(ies. Escrow Holder shall prorate through Escrow, on a 365-
day basis all water, gas, electric and other utility services, if any, on the Property.
2.9 13ttyer''s C:'°owlitions to t.osii,)g. 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:
2.9.1 Erraltiatlorr of Ilron
2.9.1.1 Feasibility llcriod. Buyer shall have a reasonable amount of time, but no
more than one hundred eighty (180) days after execution of this Agreement by both parties (the
"Feasibility Period"), in Buyer's sole discretion, to (a) determine the feasibility of using the
Property as a public recreational facility, (b) approve the results of all tests or studies conducted
by or on behalf of Buyer including any tests, inspections or studies pursuant to Paragraph 9
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below, and (c) deliver written notice thereof to Seller and Escrow Holder. Buyer's failure to
notify Seller or Escrow Holder prior to the expiration of the Feasibility Period of Buyer's
disapproval of any of Buyer's feasibility studies shall constitute Buyer's election to proceed to
the Close of Escrow. Buyer agrees that during the Feasibility Period, Buyer shall keep Seller
reasonably informed as to the status of Buyer's various inspections and feasibility studies. Seller
will cooperate with Buyer in connection with Buyer's inspections. Buyer shall commence and
complete such tests, studies and inspections with reasonable speed and diligence.
2.9.1.2 Related Documents. Within ten (10) calendar days following execution of
this Agreement, Seller shall deliver to Buyer copies of any technical studies or reports in Seller's
possession regarding the environmental, seismic, or geotechnical condition of the Property;
provided, however, that Seller does not represent or warrant that any such studies or reports exist
or are in Seller's possession.
2.9.2 1,1pr° ,v 11_of'"I'ide. Promptly following the execution of this
Agreement by Buyer and Seller, the Title Company shall deliver to Buyer a preliminary title
report issued by the Title Company(the "Title Report") for the Property (as well as copies of all
title documents referred to therein). Buyer shall have approved in writing to Seller all matters
affecting title to the Real Property prior to the fifteenth(15th) day following Buyer's receipt of
the Title Report and copies of all title documents referred to therein. The failure of Buyer to
approve or disapprove any matter affecting title by written notice to Seller within such period
shall be deemed Buyer's approval of that matter. Buyer shall not be entitled to disapprove liens
for current nondelinquent property taxes. Should Buyer disapprove any matters of title, Seller
shall determine, within ten(10) days after Seller receives Buyer's timely notice of disapproval
(the "First Notice"), whether Seller is able, in Seller's reasonable discretion, to cause such
disapproved items to be eliminated prior to or at Closing. If Seller determines, within such ten
(10) day period, that it is unable, in Seller's reasonable discretion, to cause certain disapproved
items to be eliminated prior to or at Closing, Seller shall give written notice to Escrow Holder
and to Buyer specifying those disapproved matters (the "Second Notice"). If Seller does not
deliver the Second Notice, then Seller shall be deemed to have agreed to cause such disapproved
items to be removed from title to the Property prior to or at the Closing, in which event, Seller
covenants to so remove such disapproved items. If Seller delivers the Second Notice specifying
certain disapproved matters, and if Buyer is unwilling to waive Buyer's disapproval of those
matters, Buyer shall give Seller and Escrow Holder written notice of Buyer's unwillingness, in
Buyer's sole discretion, on or before the tenth (10th) day following Buyer's receipt of the Second
Notice (the "Third Notice"), and this Agreement and the Escrow shall terminate in accordance
with Paragraph 2.11 herein. If Buyer does not give the Third Notice within such 10-day period,
Buyer shall be deemed to have waived its prior disapprovals except as to those matters Seller has
eliminated or will eliminate prior to or at the Closing, and the condition contained in this
Paragraph 2.9.2 shall be deemed satisfied.
2.9.3 Isstianc°,gym c;�„f-Came t"ol icy. The Title Company has issued the Title
Policy as of the Close of Escrow .subject only to Permitted Exceptions.
2.9.4 Waiver. The foregoing conditions set forth in this Paragraph 2.9
are for the benefit of Buyer, and may be waived by Buyer in writing delivered to Seller and
Escrow Holder. In satisfying the foregoing conditions, Buyer and Seller shall each exercise good
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faith, reasonableness and diligence. However, decisions authorized to be made in the sole
discretion of either Buyer or Seller shall be final and not subject to review or challenge on any
basis.
2.9.5 Obl'd,WgLsQt�tq (",Jose. If the foregoing conditions set forth in this
Paragraph 2.9 are not timely satisfied or waived by Buyer in accordance with Paragraph 2.9.4
above, this Agreement shall terminate and the provisions of Paragraph 2.11 below shall apply. If
each of the conditions set forth in Paragraphs 2.9.1 and 2.9.2 above are timely satisfied or waived
by Buyer, then Buyer shall be obligated to proceed with the Close of Escrow.
2.10 Co pi ILI i�g r�<�ITIT ri�11ITIT 1�aIlITIT t. The parties acknowledge that the conveyance
of the Property to Buyer, a public entity, is exempt from the provision of the California
Subdivision Map Act (Government Code Section 66410 et seq.,) pursuant to Government Code
Section 66426.5.
2.11 Teniiiiititioti. Upon any termination of this Agreement and the Escrow (if
applicable) for any reason other than either party's default hereunder, (i) each party shall execute
such documents as Escrow Holder may reasonably require to evidence such termination, (ii)
Escrow Holder shall return all documents to the party who deposited them, (iii) Escrow Holder
shall charge its fees and expenses to both parties equally unless the termination of this
Agreement is as a result of a default by one of the parties hereto, in which event the defaulting
party shall be solely responsible for such fees and expenses, (iv) Escrow Holder shall return the
Deposit to Buyer, less such fees and expenses charged to Buyer, (v) Buyer shall return to Seller
all documents delivered to it by Seller relating to the Property, and (vi) all obligations of either
party relating to this Agreement and the Property shall terminate.
2.12 itisGtl. It shall be a condition precedent to Seller's and Buyer's
obligation to proceed with the Close of Escrow (which condition may be waived by mutual
written agreement of Buyer and Seller) that an independent appraisal be conducted to ascertain
the Purchase Price of the Property; provided, however, if a lawsuit is filed challenging this
Agreement, the Development Agreement or other entitlements granted to Seller pertaining to the
Property, then the appraisal shall be prepared following final resolution of such lawsuit and the
Feasibility Period shall be extended until such final resolution. The parties shall mutually select
the appraiser. If the parties are unable to agree upon an appraiser within thirty(30) days from
the Opening of Escrow, each party shall select its own appraiser, and the two appraisers will be
instructed to appraise the Property at the appropriate time. If the two appraisals are different in
value, then the two appraisals will be averaged together and that average will constitute the
appraised price. The Purchase Price shall be the appraised price, not to exceed $5,000,000. The
parties shall mutually agree to certain qualifications for the appraisers. Each party shall pay one-
half of the costs of the appraisal(s). The Property shall be appraised as park land.
3. Seller's ��.G N' ,�g.t,w,.!rations and Warranties. Seller hereby represents and warrants to
Buyer that, unless otherwise provided, at the date of execution hereof and at and as of the
Closing Date:
3.1 (of porate Existence; and Atttlionty. Seller is a limited liability company(i)
validly existing and in good standing under the laws of the State of California; and (ii) duly
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authorized, qualified and licensed under any and all laws, ordinances, rules, regulations and
requirements of all 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 and enforceable against Seller.
3.2 Do"c"uments. To Seller's actual knowledge, 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 Non- ore4oi Person. Seller is not a"foreign person"within the meaning of
Internal Revenue Code §1445.
3.4 1_,itia4atioai. To Seller's actual knowledge, Seller has not been served in
connection with any litigation or other proceeding respecting the Property or its use.
3.5 Eminent Domain. To Seller's actual knowledge, there is no existing or
proposed eminent domain proceeding against the Property, or any part thereof.
Except where expressly indicated to the contrary, the phrase "to Seller's actual
knowledge" as used herein shall mean the actual knowledge of Thomas S. Ricci or an officer or
director of Seller.
4. BLIV T's Reoresentatioais a:aa�c9'm. ..i1IITtlITaITlITtm .s. Buyer hereby represents and warrants to
Seller that at the date of execution hereof and at and as of the Closing Date, Buyer is a municipal
corporation (i) validly existing and in good standing under the laws of the State of California;
and (ii) duly authorized, qualified and licensed under any and all laws, ordinances, rules,
regulations and requirements of all 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 Buyer are duly
executed and binding on and enforceable against Buyer.
5. Buyer's Examination of the Property. Except as provided elsewhere in this
Agreement, Seller makes no representation or warranty respecting the Property, or any portion
thereof, or otherwise in connection with the transaction contemplated hereby. Without limiting
the generality of the foregoing, Buyer hereby acknowledges that Buyer will be purchasing the
Property"AS IS" without representation or warranty of any kind, except as provided in
Paragraph 3 above and Paragraph 7 below, and more specifically that:
(a) Prior to the Close of Escrow, Buyer will have made its own independent
investigation of the Property and all other aspects of this transaction, and has relied entirely
thereon and on the advice of its independent consultants (if any) in entering into this Agreement.
(b) Prior to the Close of Escrow, Buyer will have reviewed all instruments,
records and documents which Buyer deemed appropriate or advisable to review in connection
with the Property and this transaction, and Buyer will have determined that the information and
data contained therein or evidenced thereby was satisfactory to Buyer.
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(c) Subject to the conditions, covenants, representations and warranties of the
parties set forth herein, notwithstanding any adverse effect on the marketability, desirability or
value of the Property or any portion thereof which occurs between the execution of this
Agreement and the Closing Date, including, without limitation, any adverse effect arising from
or related to any changes or proposed changes to any governmental laws, ordinances, statutes,
rules or regulations, the transactions contemplated by this Agreement shall be consummated on
the terms and conditions contained herein.
6. ("ovcn;:nts 2y S eer.: Commencing with the execution of this Agreement and until
the Close of Escrow:
6.1 Seller agrees not to place any liens, encumbrances, or easements on the
Property, other than the Permitted Exceptions, nor will Seller enter into any agreement regarding
the sale, rental, management, repair, improvement, or any other matter affecting the Property that
would be binding on Buyer or the Property after the Close of Escrow, without the prior written
consent of Buyer.
6.2 Seller agrees to maintain the Property in its condition on the date of this
Agreement, ordinary wear and tear excepted, and agrees not to permit any act of waste or act that
would tend to diminish the value of the Property in any way.
7. Additional 1 er�resc It lti a¢„ � °Warranties of Seller. Seller represents and warrants'to
Buyer as of the date of this Agreement and as of the Close of Escrow:
7.1 To the best of Seller's knowledge, and except as disclosed by Seller to Buyer
in writing prior to the end of the Feasibility Period:
7.1.1 Seller has received no notice, warning, notice of violation,
administrative complaint,judicial complaint, or other formal or informal notice alleging that
conditions on the Property are or have been in violation of any law, regulation or official policy
of any local governmental agency, the State of California or the United Stated Government
regulating or controlling Hazardous Substances as hereinafter defined (collectively,
"Environmental Law"), or informing Seller that the Property is subject to investigation or inquiry
regarding Hazardous Substances on the Property or the potential violation of any Environmental
Law,
7.1.2 There is no monitoring program required by the Environmental
Protection Agency ("EPA") or any similar state agency concerning the Property.
7.1.3 Seller has disclosed to Buyer all information, records, and studies
maintained by Seller in connection with the Property concerning Hazardous Substances.
7.1.4 For the purposes of this Paragraph 7.1, the phrase "to the best of
Seller's knowledge" shall mean the actual knowledge of Thomas S.. Ricci or an officer or
director of Seller.
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7.2 Other than those disclosed by Seller to Buyer in writing prior to the execution
hereof, there are no contracts or other agreements relating to the Property which will be in force
on the Closing Date, and there is not monetary default or material non-monetary default
thereunder by Seller that remains uncured.
8. Mutual Indemnities
8.1 Seller agrees to indemnify, defend and hold Buyer harmless from and against
all claims, losses, liabilities, damages, actions,judgments, costs and expenses (including
reasonable attorneys' fees) arising out of the acts or omissions of Seller, its agents, employees,
representative, contractors, guests and invitees in or about the Property prior to the Closing or the
conduct of business by Seller at the Property prior to the Closing.
8.2 Buyer agrees to indemnify, defend and hold Seller harmless from and against
all claims, losses, liabilities, damages, actions,judgments, costs and expenses (including
reasonable attorneys' fees) arising out of the acts or omissions of Buyer, its agents, employees,
representative, contractors, guests and invitees in or about the Property after the Closing or the
conduct of business by Buyer at the Property after the Closing.
9. Hazardous Material.
9.1 Definition of Hazardous Matcrial. 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.
9.2 l ialit to 1iispect.. Prior to the expiration of the Feasibility Period, Buyer shall
have the right, at its sole cost and expense, to conduct such physical inspections of the Property
as necessary in order 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 which shall not be
unreasonably withheld. Buyer shall promptly deliver the results of such inspections to the Seller.
9.3 ;"lovlltll...o,l"11�ar cl CMS M.atci•ial. If Buyer determines that a legally
unacceptable level, according to applicable governmental standards, of Hazardous Material
exists on or under the Property, then Buyer may, in Buyer's sole discretion, terminate this
Agreement. In such case, Buyer shall bear its own inspection costs, and the provisions of
Paragraph 2.11 shall apply. If Buyer elects not to so terminate this Agreement, then Seller shall
commence to remove such Hazardous Material from the Property, in which event the Close of
Escrow shall be delayed until following Seller's completion of such removal. If Seller
commences to remove such Hazardous Material, Seller shall thereafter diligently proceed with
such removal at Seller's sole cost and expense, and in accordance with all applicable laws, rules,
and regulations.
9.4 .mBtivcr"s hisp!tioll,. If Seller removes such Hazardous Material pursuant to
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Paragraph 9.3 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
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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; provided, however, that
Seller shall have the right to reasonably approve Buyer's agent who is to conduct such
inspection. If such inspection reveals that the level of Hazardous Material remaining on or under
the Property is at or less than the allowable level under applicable governmental rules or
regulations, 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.
9.5 Indemnification.
9.5.1 If following Buyer's inspection of the Property (and any removal
by Seller of Hazardous Material from the Property), the parties proceed to the Close of Escrow,
Buyer shall indemnify, defend and hold Seller harmless from any and all claims, demands
(including demands by any governmental agency), liabilities, costs, expenses, penalties,
damages, losses and liens, including reasonable attorneys' fees, arising out of or with respect to
(1) any subsequent release of Hazardous Material on or under the Property caused by or through
Buyer. The indemnity provided herein shall survive the Close of Escrow and shall not be
merged into the Grant Deed.
9.5.2 If following Buyer's inspection of the Property(and any removal
by Seller of Hazardous Materials from the Property), the parties proceed in the Close of Escrow,
Seller shall indemnify, defend and hold Buyer harmless from any and all claims, demands
(including demands by any governmental agency), liabilities, costs, expenses, penalties,
damages, losses and liens, including reasonable attorneys' fees, arising out of or with respect to
(1) any Hazardous Materials placed on or under the Property by Seller or its agents, (2) any
Hazardous Materials of which Seller has actual knowledge, but did not disclose to Buyer, on or
before the Close of Escrow, and (3) any migration of Hazardous Materials onto or under the
Property from the adjacent property owned by Seller. The indemnity provided herein shall
survive the Close of Escrow and shall not be merged into the Grant Deed.
9.6 Re lgasu. If following Buyer's inspection of the Property (and any removal by
Seller of Hazardous Material from the Property if so elected by Seller), the parties proceed to the
Close of Escrow, then:
9.6.1 Buyer and its elected and appointed officials, employees,
contractors, agents, and each of them, and their respective successors and assigns, agree to
forever release, discharge and acquit Seller and its parent, subsidiary and/or affiliate
corporations, partnerships (general and limited), partners, directors, officers, shareholders, and
employees, and each of them, and their successors and assigns, of and from any and all claims,
demands, obligations, liabilities, indebtedness, breaches of duty of any relationship, acts,
omissions, misfeasance, malfeasance, cause or causes of action, costs, sums of money, accounts,
compensations, contracts, controversies, promises, damages, costs, losses and expenses, of every
type, kind, nature, description or character (including without limitation reasonable attorneys'
fees) (collectively"Claims"), and irrespective of how, why or by reason of what facts, whether
heretofore or now existing, or which could, might or may be claimed to exist in the future,
whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as if
fully set forth herein at length, which in any way arise out of, or are connected with or relate to
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(1) any subsequent release of Hazardous Material on or under the Property caused by or through
Buyer, and (2) any required clean-up of any and all Hazardous Material existing on or under the
Property as of the Close of Escrow that Buyer did not discover during its inspection and testing
of the Property as provided in Paragraphs 9.2 and 9.4 above, except for any Hazardous Materials
placed on or under the Property by Seller or its agents,,or any Hazardous Materials of which
Seller has actual knowledge, but did not disclose to Buyer, on or before the Close of Escrow.
Notwithstanding anything to the contrary contained herein, the release provided in this Paragraph
9.6 shall not extend to any past owners of the Property, even if such past owners succeed to
Seller's interest in or to a portion of the Property.
9.6.2 Buyer and Seller each respectively hereby agrees, represents and
warrants that it has had advice of counsel of its own choosing in negotiations for and the
preparation of this Agreement (including, without limitation, Paragraphs 9.1 through 9.6.1
herein), that it has read Paragraphs 9.1 through 9.6, that it has had such Paragraphs fully
explained by such counsel, and that it is fully aware of their contents and legal effect.
10. 13Liyer's (',. avenaaats. Buyer shall execute a covenant to Seller's reasonable satisfaction
running with the Property (the "Covenant") that restricts Buyer's use of the Property solely for
the purposes of constructing, operating, and maintaining a park and/or athletic fields for use by
the public or similar public facilities compatible with the improvements on Seller's adjacent
property, such as a police station or community center. The Covenant shall further provide that
Buyer shall consult with Seller in developing plans and specifications for any proposed buildings
or structures on the Property in order to assure compatibility with existing and proposed
development on Seller's adjacent property, including, but not limited to, providing appropriate
landscaping and using materials and finishes which complement the improvements on Seller's
adjacent property; provided, however, that Seller shall not have any right of approval over such
buildings or structures. The provisions of the Covenant shall survive the Close of Escrow for a
period of 30 years and shall not be merged into the Grant Deed.
11. CaSLI attics. Buyer and Seller each acknowledge that there are no improvements
currently located on the Property and that Buyer is purchasing the Property for its land value.
12. Removal of Per°,soiaal )ropeily. Prior to the Close of Escrow Seller shall remove any
items of personal property from the Property. Such removal shall not affect the amount of the
Purchase Price or any other terms or conditions of this Agreement.
13. .. ..
1.i N:1.1._p9mm ,,nfiy. 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. Prior to any entry upon the Property
Buyer shall designate in writing to Seller one or more representatives of Buyer who shall
accompany any of such persons each time they enter upon the Property. Such entry or review
shall be made only after reasonable advance written notice to Seller by Buyer and at times
reasonably acceptable to Seller. Buyer shall indemnify and defend Seller against and hold Seller
and the Property free and harmless from any and all claims, demands, liabilities, costs, expenses,
penalties, damages, losses and liens, including reasonable attorneys' fees (collectively,
-11-
"Claims"), 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 or the Close of Escrow hereunder and shall not be merged into the Grant Deed. The
inspections of the Property shall be subject to the terms of this Paragraph 13 and shall be
considered entries upon the Property for the purposes of this Paragraph 13.
14. 1'edineter 1-,�►alclsc Hiiii ... Seller shall have the right, but not the obligation, to install
perimeter landscaping on the Property, at its sole cost and expense, consistent with the perimeter
landscaping on the adjacent real property owned by Seller (the"Adjacent Property"). Seller shall
install such landscaping concurrent with Seller's installation of landscaping on the Adjacent
Property. Nothing herein shall prohibit Buyer from installing such landscaping on the Property
itself, in which case Seller shall have no further right or obligation hereunder. Seller's rights and
obligations under this Paragraph 14 shall survive the Close of Escrow and shall not be merged
into the Grant Deed.
15. I eser°�Fa tioi� ci„I”mlITc�7l cxn i y E,gpgi„glj . Seller hereby reserves temporary construction
easements to enter onto the Property from time to time, as reasonably necessary, to (a) grade and
construct the private streets, sidewalk, curbs, gutter, storm drains, utilities and other similar
improvements adjacent to the Property, and(b) install the landscaping described in Section 14
above. Prior to any such entry, Seller shall provide Buyer with evidence of commercial general
liability insurance reasonably acceptable to Buyer and shall indemnify, defend and hold Buyer
harmless from and against any claim arising from Seller's entry onto the property, except to the
extent arising from Seller's negligence or willful misconduct. [
16. Coi°ideniiiatioii. This Agreement is subject to the provisions of California Civil Code,
Section 1662 (the "Statute"). For the purposes of the Statute in determining whether a taking by
eminent domain is of a"material part" of the Property, it shall be material if the taking exceeds
ten percent (10%) of the gross land area of the Real Property. It is hereby understood that in the
event of a taking of a "material part" of the Property, then Buyer shall not be obligated to
proceed to the Close of Escrow hereunder. In the event of such a condemnation of less than a
"material part," Buyer and Seller shall, nonetheless, proceed to Closing without abatement of the
Purchase Price but Seller shall assign to Buyer all of Seller's right to recover from the
condemning authority. Seller agrees that it will both before and after the Closing Date execute
such documents or instruments and further assurances as Buyer may reasonably request in order
to facilitate such recovery by Buyer, and Seller will cooperate in any manner reasonably
requested by Buyer.
17. l.)elir ,� r dal`I'iam °,mm11i. Except as expressly provided herein, Seller shall deliver
possession of the Property to Buyer at the Close of Escrow.
18. No Coaiiiii% ,sic.i"is. Seller represents and warrants to Buyer that Seller has made no
statement or representation nor entered into any agreement with a broker, salesman or finder in
connection with the transactions contemplated by this Agreement. Buyer represents and
warrants to Seller that Buyer has made no statement or representation nor entered into any
agreement with a broker, salesman or finder in connection with the transactions contemplated by
this Agreement. In the event of a claim for brokers' or finders' fees or commissions in
connection with the negotiation or execution of this Agreement or the transactions contemplated
-12-
2976 - a ,, ",
hereunder, 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.
19. Alton revs' i-ees. 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.
20. Notices. Whenever Escrow Holder or any party hereto shall desire 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
(including by commercial courier or delivery service) or by registered or certified United States
mail, return receipt requested, postage prepaid, addressed as follows:
[balance of page intentionally blank]
-13-
TO SELLER:
TPG-El Segundo Partners, LLC
515 South Flower Street
Sixth Floor
Los Angeles, CA 90071
Attention: Thomas S. Ricci,
Executive Vice President
with a copy to:
Armbruster & Goldsmith LLP
10940 Wilshire Boulevard
Suite 2100
Los Angeles, CA 90024
Attention: Dale J. Goldsmith, Esq.
and to:
Gilchrist & Rutter Professional Corporation
1299 Ocean Avenue, Suite 900
Santa Monica, CA 90401
Attention: Paul S. Rutter, Esq.
TO BUYER:
City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention: City Clerk
with a copy to:
Jenkins &Hogin, LLP
Manhattan Towers
1230 Rosecrans Avenue, Suite 110
Manhattan Beach, CA 90266
Attention: Mark D. Hensley, Esq.
TO ESCROW HOLDER:
Chicago Title Company
National Projects Group
24300 Town Center Drive, Suite 370
Valencia, CA 91355
Attention: Maggie G. Watson,
Senior Vice President
-14-
..
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. If the date on which any notice to
be given hereunder (or if the date of Closing) falls on a weekend or legal holiday then such date
shall automatically be extended to the next business day immediately following such weekend or
holiday. The foregoing addresses may be changed by notice given in accordance with this
Paragraph 20.
21. Aumidnacrit C"orn bete Aereenrcrit. All amendments and supplements to this
-;..........—
Agreement must be in writing and executed by Buyer and Seller. All understandings and
agreements between the parties (including any printed offer of sale provided by Seller to Buyer)
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 entered
into after full investigation of the facts by both parties and neither party has relied on any
statement or representation not embodied in this document. 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.
22. C ovcr rir g_Law. This Agreement shall be governed under the laws of the State of
California.
23. (.bunl. rpartws, l-leadin s_slrid De tied `I"enns. This Agreement maybe executed in
several counterparts each of which shall be an original, but all of such counterparts shall
constitute one such Agreement. The headings used herein are for convenience only and are not
to be construed to be part of this Agreement. For the purposes of this Agreement, (a) the term
"including." means "including without limitation," and (b) when a time period is specified in this
Agreement for the performance of an act or the occurrence of an event, "days" shall mean
"calendar days," unless otherwise specified herein.
24. Time of the Essence. Time is of the essence of this Agreement.
25. 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. The exercise of any remedy provided in
this Agreement shall not be a waiver of any other remedy provided by law.
26. Tliird 11arties. 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.
27. ScverabillN. 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
-15-
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
Paragraph 2.11 above shall apply.
28. 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.
29. Assi ineia't: Bitudii 1m7,111`'ect. This Agreement shall not be assignable by Buyer to any
other party without the prior written consent of Seller. Subject to the foregoing, this Agreement
shall be binding upon the successors and assigns of Seller and Buyer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BUYER: SELLER:
CITY OF EL SEC:IUND ' , TPG-EL SEGUNDO PARTNERS, LLC,
a municip I '01.1 oy tit an - „. a California limited liability company
By: _ � ,., . �,.,, By: THOMAS PROPERTIES GROUP,
L.P.,
Title: may-or'...,...- "`""' a Maryland limited partnership
Its Manager
By: THOMAS PROPERTIES
GROUP, INC.,
a Delaware cq14 w"gtion
Its General "°ai:t c
ATTEST:
By _.
�� es A. Thomas,
Ls
' xcica�t
Cindy Mo eiiscii
City Clerk
APPROVED AS TO FORM:
............
Ma rk D Hensley,.......C...... i.City �t..t.....o...rney
-16-
118' „o ro
Receipt of the foregoing instructions by Escrow Holder is acknowledged, said
escrow holding is accepted and Escrow Holder agrees to hold and dispose of the funds and
documents deposited in the escrow in accordance with these instructions.
Dated:
Chicago Title Company
By
Title:
1
-17-
um
AGREEMENT OF PURCHASE AND SALE
AND ESCROW INSTRUCTIONS
LIST OF EXHIBITS
Exhibit 1.1 Legal Description of Real Property
Exhibit 2.1 Escrow Holder's Standard Provisions
Exhibit 3.1 Covenant(Buyer's Covenant Restricting Use of Property)
-18-
D
PSOMAS
1
LEGAL DESCRIPTION
2 O(::Cl±,R FIELD
3
4 A portion of the West Half of the Northeast Quarter of Section 7,Township 3 South,Range 14 West, in
5 the Rancho Sausal Redondo,in the City of El Segundo,County of Los Angeles,State of California, and
6 being more particularly described as follows:
7
8 Beginning at the centerline intersection of Douglas Street, 150 feet wide, and Mariposa Avenue,80 feet
9 wide; thence along the centerline of said Mariposa Avenue,South 89° 59' 17"West 661.37 feet to the
10 centerline intersection with Duley Road,40 feet wide;thence North 00°00'00"East 40.00 feet to the
11 north line of said Mariposa Avenue and the True Point of Beginning; thence North 00°00'00"East
12 429.89 feet to the beginning of a non-tangent curve,concave northerly,having a radius of 325.00 feet,
13 and to which beginning a radial line bears South 29°04'31"East;thence westerly 164.93 feet along said
14 curve through a central angle of 29°04'31';thence North 90°00'00"West 450.15 feet to the easterly line
15 of Parcel"E"as described in Instrument No.94-1978699,of Official Records,recorded November 1,
6 1994 in the Office of the County Recorder of said County;thence along said easterly line South 1 053'26"
17 East 159.31 feet; thence South 1°54'05"East 205,77 to the beginning of a curve,concave northeasterly
18 and having a radius of 25.00 feet; thence southerly and easterly 38.45 feet along said curve through a
19 central angle of 88°06'38"to the north line of Mariposa Street;thence along said north line,North
20 G 89'59'17"East 57 1.01 feet to the True Point of Beginning.
21
22 This Legal Description is not intended for use in the division and/or conveyance of land in violation of
23 the Subdivision Map Act of the State of California.
24
25 The intent of this legal description is to describe Lots 8 and 9 of unrecorded Tract No. 53570.
26
27 LAND
30 Douglas R.Howard PLS 6169 Date 069
31 PSOMAS �'
W:\1TH0030501U,ot Liue Adjustment No 2\Soccer.DOC
DRH\KUS
November 9,2005, Sheet I of 1
.........
_. SHEET 1 OF 1 _�.... . �,.... .�,.,�.. EXHIBIT,. ..1.µ.�, ..� .�. „ MAP
,..,.w..,......�.�.,� ,°
SOCCER FIELD
Lo
h„
POINT OF Or" BINNaly
DOUGLAS STREET cRAaHic scA�E
SCALE 1'-1 DO' i
No. 53570 ''
1O g
III I ULEY
_..,,.—N00'00'00"E 429.89' M., — .VM_...............
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&=29'04'31"
L=164.93'
R=325.00'
" M ~ q osed Lots
. "" mm ocorded
Track
". No, 53570
�W
I o Z
LO
ko
i\
oo
4087 40
y
b :�
jyorcel i as
Be ,.
�_cra
.. aaee�4,grYe�egst.r'1arrlen't. No. �
94-1978699 of Official Records, c1=88'06'38"?
I recorded November 1, 1994. L=38.45'
R-25.00'
S 1'53'26" E S 1'54'05° E 205.77
l r ' 5 ..,. .._w. .,..,. .....,
_ o
c _
M NASH STREET 0 r
4'14Q��164' e t N
3� 19-3 (J'1�1�-0—TJF'(F
Hx M 7065-1617.57 Vd6 Km C\161o676561\1M Lb.Add t—I He PA—IfMUM aped"ex -
" rye;'!� i„i
CHICAGO TIII�E COMPANY 4 D
7 700 S. Flower Street,Suite 800, Los Angeles, CA 90017
(213)488-4373 Fax(213)488-4380
ESCROW ACCEPTANCE LETTER
Date: Escrow No.: 51007286-X81
Escrow Officer: Maurice Neri
The undersigned as Escrow Holder hereby acknowledges receipt of the Agreement entitled Agreement of
Purchase and Sale and Escrow Instructions by and between TPG-EL SEGUNDO PARTNERS, LLC, a
California limited liability company("Seller")and CITY OF EL SEGUNDO,a California municipal
corporation ("Buyer"). The undersigned hereby agrees to (I)accept said Agreement; (ii)act as Escrow
Holder under the Agreement; (iii) be bound by the Agreement in the performance of its duties as Escrow
Holder subject to any conditions set forth hereinbelow; and (iv)effect the Closing provided Escrow Holder
shall not have received notice from Seller or Buyer of the failure of any condition to the Closing or of the
termination of this escrow or Agreement.
The Opening of Escrow as defined in Section 2.1 of the Agreement has been established as
The Feasibility Period as defined In Section 2.9 of the Agreement will expire on
The Closing Date as defined In Section 2.2 of the Agreement has been established as
For purposes of this escrow,the Closing Date shall be the date upon which the Deed is recorded in the official
land records of the County of Los Angeles.
In the event conflicting demands are made or conflicting notices are served upon Escrow Holder with respect
to the Agreement,the parties expressly agree that Escrow Holder may withhold all further proceedings in,or
performance of,this escrow pending joint instructions, or file suit in interpleader and obtain an order from the
court requiring the parties to arbitrate or litigate their several claims and rights between themselves. In the
event such interpleader suit is brought,the Parties jointly and severally agree to pay all costs,expenses and
reasonable attorney's fees Incurred by Escrow Holder in connection therewith,the amount thereof to be fixed
and judgment thereon to be rendered by the court in such suit,which fees and costs shall be deducted from
the funds on deposit with Escrow Holder, prior to said funds being deposited with the court.
Notwithstanding any provisions of the Agreement to the contrary, In the event of termination of the
Agreement by the parties pursuant to any provision contained therein, Escrow Holder reserves the right
to require parties to provide Escrow Holder with mutually executed instructions to cancel this escrow
and deliver any funds and/or documents on deposit. Any party requesting termination shall do so In
writing and provide the appropriate Section of the Agreement under which termination Is being
requested. Notwithstanding any provision of the Agreement to the contrary, in the event of termination
hereof, cancellation fees due escrow and/or title, If any, shall be paid from funds on deposit.
CHICAGO TITLE COMPANY
By:
Maurice Neri,Sr. Escrow Officer
LTR4—08/22/9Bbk
D
Recording requested by
and when recorded mail to:
TPG-El Segundo Partners,LLC
Arias: Thomas S.Ricci
355 South Grand Avenue
Suite 2820
Los Angeles, CA 90071
_....... ............_..._._ - _. ......................_.. _._.__...............,................................
COVENANT
(Buyer's Covenant Restricting Use of Property)
RECITALS:
A. TPG-El Segundo Partners, LLC, a California limited liability company
("Seller"), is the owner of certain real property containing approximately five acres and located
at the northeast corner of Mariposa Avenue and Nash Street, in El Segundo, California and more
particularly described in Exhibit "A" attached hereto (the "Property").
B. Seller has agreed to sell to the City of El Segundo, a municipal corporation
("Buyer"), the Property on the terms and conditions of the Agreement of Purchase and Sale and
Escrow Instructions dated December 5, 2005, 2005 ("Purchase Agreement").
C. Section 10 of the Purchase Agreement requires that Buyer execute a covenant
which specifically restricts the use of the Property.
NOW, THEREFORE, in consideration of the foregoing, Buyer does hereby promise,
covenant and agree to the following:
1. Buyer shall restrict its use of the Property solely for the purposes of constructing,
operating, and maintaining a park and/ athletic fields for use by the public or similar public
facilities which are compatible with the improvements on Seller's adjacent property, such as a
police station or community center.
2. Buyer shall consult with Seller in developing plans and specifications for any
proposed buildings or structures on the Property in order to assure compatibility with existing
and proposed development on Seller's adjacent property, including, but not limited to, providing
appropriate landscaping and using materials and finishes which complement the improvements
on Seller's adjacent property; provided, however, that Seller shall not have any right of approval
over such buildings or structures.
3. The provisions of this Covenant shall survive for a period of thirty years.
4. This covenant and agreement shall run with the land and shall be binding upon
any future owners, encumbrancers, their successors, heirs or assigns.
- 1 -
2976 VCS a
Executed this day of 12006.
BUYER:
CITY OF EL SEGUNDO, INC.,
A California municipal corporation
By:
Title:--,,
ATTEST:
........... ..... .......................
Cindy Mortensen
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley, City Attorney
.2 -
-—--------- --------
9 7 6
PSOMAS
LEGAL DESCRIPTION
2 SO CCER Fxr,.j,D
3
4 A portion of the West Half of the Northeast Quarter of Section 7,Township 3 South,Range 14 West, in
5 the Rancho Sausal Redondo,in the City of El Segundo,County of Los Angeles,State of California,and
6 being more particularly described as follows:'
7
8 Beginning at the centerline intersection of Douglas Street, 150 feet wide,and Mariposa Avenue, 90 feet
9 wide; thence along the centerline of said Mariposa Avenue,South 89'59' 17"West 661.37 feet to the
10 centerline intersection with Duley Road,40 feet wide;thence North 000 00'00"East 40.00 feat to the
11 a north line of said Mariposa Avenue and the True Point of Beginning;thence North 00'00'00"East
12 429.89 feet to the beginning of a non-tangent curve,concave northerly,having a radius of 325.00 feet,
13 and to which beginning a radial line bears South 29'04'31"East;thence westerly 164,93 feet along said
14 curve through a central angle of 29°04'31'; thence North 90'00'00"West 450.15 feet to the easterly line
15 of Parcel"E"as described in Instrument No.94-1978699,of Official Records,recorded November 1,
16 1994 in the Office of the County Recorder of said County; thence along said easterly line South 1'53'26"
17 East 159.31 feet; thence South 1'54'05"East 205,77 to the beginning of a curve,concave northeasterly
18 and having a radius of 25.00 feet; thence southerly and easterly 38.45 feet along said curve through a
19 central angle of 88'06'38"to the north line of Mariposa Street;thence along said north line,North
20 89'59'17"East 571.01 feet to the True Point Of Beginning.
21 1
22 This Legal Description is not intended for use in the division and/or conveyance of land in violation of
23 the Subdivision Map Act of the State of California.
24
2.5 The intent of this legal description is to describe Lots 8 and 9 of unrecorded Tract No. 53570.
26
27
28
ft
4 — Log 9
29 4
3o Douglas R. Howard PLS 6169 Date
31 PSOMAS
32
WMTH003050ALot Line Adjustment No.Moccor.DOC
DRHTDS
November 9,2005, Sheet 1 of 1
...............
2976 D,
MINN.M" ......
SHEET I OF I EX H I B I T M A P
SOCCER FIELD
rO LO POINT OF BEGINNING 2
DOUGLAS STREET GRAPHIC SCALE
SCALE V-I
No. 53570
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