CITY OF LOS ANGELES INTER-DEPARTMENTAL CORRESPONDENCE

Transcription

1 CITY OF LOS ANGELES INTER-DEPARTMENTAL CORRESPONDENCE Date: To: July 19, 2011 Juue Lagmay, City Clerk Room 360, City Hall Attn: Adam Lid, Legislative Assistant From: Subject: David Roberts, Property Manager Department of General Services, As PURCHASE AND SALE AGR EMENT FOR THE SALE OF CITY SURPLUS PROPERTY LOCATED AT DEPAUW ST., PACIFIC PALISADES, CA APN Transmitted herewith is the Purchase and Sale Agreement in quadruplicate for the direct sale to Eitan Shacham for the above-referenced parcel under the Ordinance No Council File No Copies ofthe Ordinance and Couucil File are attached. To be executed as shown below: I. Original to be attested to by the City Clerk. 2. One quadruplicate is City Clerk's file copy. Please contact Alecia Simona at extension for pick up of the executed Purchase and Sale Agreement and further processing. Attachments Page 1 of l Alecia's: C:\Docwnents and Settings\} 0461 OU\.fy Documents\Surplus Property\Auction 20 11\Properties\15261 De Pauw\ll-d4_PSA_ CityClk4MayorSig.doc 7/19/201 l

2 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS Between DEPAUW LLC BUYERS And CITY OF LOS ANGELES, a municipal corporation of the State of California SELLER For Property Located at W. DEPAUW STREET, PACIFIC PALISADES, CALIFORNIA DATED:,

3 TABLE OF CONTENTS Section 1. Agreement to Purchase Property Section 2. Purchase Price and Deposit Section 3. Title Section 4. Inspection. Due Diligence Period Survey Environmental Obligations Survival Section 5. Buyers' Conditions to Closing Section 6. City's Conditions to Closing Ability to Finance Purchase City Approval Process Compliance by Buyers Section 7. As Is Sale; Release Page Section 8. Opening of Escrow and Escrow Instructions OpeningofEscrow Deposit During Escrow Closing Notification; Closing Statements..., Deliveries by City Deliveries by Buyers Other Instrnments Proration Special Taxes. Bonds or Assessments Costs and Expenses II 8.12 Disbursement of Funds... II 8.13 Delivery of Documents Supplemental Taxes Failure to Close Section 9. Representations, Warranties and Covenants of Buyers Individuals Enforceability Bankruptcy

4 Section I 0. Representations, Warranties and Covenants of City Section 11 Condemnation Section 12. Notices Section c 13. Miscellaneous EXHIBITS: EXHIBIT A- LEGAL DESCRIPTION OF PROPERTY EXHIBIT B - GRANT DEED EXHIBIT C- GENERAL PROVISIONS FOR TITLE COMPANY EXHIBIT D -RIGHT OF ENTRY PERMIT 3

5 Stewart Title Company ("Escrow Holder") 525 N. Brand Blvd., Suite 800A Glendale, California Attention: Andrea Mendoza, Escrow Officer Telephone: (818) Facsimile: (818) Escrow No Date of Opening of Escrow: May 24, 2011 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of May 24, 2011 (the Opening of Escrow), by and between DE PAUW LLC (collectively "Buyers"), and the CITY OF LOS ANGELES, a municipal corporation of the State of California ("Seller" or "City"), acting by and through its Department of General Services. Section 1. Agreement to Purchase Property. 1.1 City agrees to sell to Buyers and Buyers agree to purchase from City:!.La Approximately 7,500 square feet of real property having an Assessor's Parcel Number (APN) of , Vacant Land, in the City of Los Angeles, with an address of W. De Pauw Street, Pacific Palisades, California 90272, more fully described in Exhibit A ("Property"); and 1.1. b All improvements, buildings, structures, fences, and parking areas on the Property, and 1.1. c All rights, privileges and appurtenances to the Property. 1.2 This Agreement is subject to: 1.2.a The terms and conditions set forth in this Agreement, 1.2.b All matters and restrictions set forth in the Grant Deed attached hereto as Exhibit B (the "Deed"); 1.2.c All terms and conditions and disclosures as stated in the City Ordinance Number , Notice of Sale, including the Geotechnical Real Estate Disclosure dated November 18, 2009, all of which Buyers acknowledge receiving and reviewing prior to bidding on the Property at the City auction held on April25, 2011; 1.2.e Any and all applicable federal, state and local laws, orders, rules, regulations, any and all outstanding rights of record and those rights that are open and obvious on the Property. Section 2. Purchase Price and Deposit. 2.1 Purchase Price. Buyers agree to pay the City the purchase price of $1,120, ("Purchase Price") for the Property. 2.2 Deposit. The City received a deposit in the amount of $112, ("Deposit") from Buyers on May 23, The Deposit will be retained by the City until Close of Escrow. 4

6 Section I,, 3.2 Section Title. At the Closing, the Escrow Holder will deliver to Buyers a Deed to the Property executed by the City, in the form of Exhibit B attached hereto. Title shall be evidenced by the issuance by Stewart Title Company (the "Title Company") of an ALTA (American Land Title Association) Residential Coverage Policy of Title Insurance in the full amount of the Purchase Price (the "Title Policy"), insuring fee simple subject to: 3.La A lien to secure payment of real property taxes and assessments, not delinquent; 3.1.b Matters affecting the condition of title created or permitted to be created by or with the written consent of Buyers; 3.l.c Standard exceptions in the Title Policy, and exceptions which are disclosed by the Title Report or any supplementary report and which are approved or deemed approved by Buyers in accordance with the Closing; and 3.!.d All other exceptions and reservations set forth in the Deed. Buyers, at their option and at their sole cost and expense, may obtain an ALTA policy with extended coverage with an ALTA survey, provided, however, that the failure to obtain such policy or extended coverage or survey shall not be a condition to nor delay the Close of Escrow beyond the Closing Date. Inspection. Due Diligence Period. Upon the Opening of Escrow, Buyers will have a time period to assess the Property and City will have the same time period to assess Buyers ability to purchase the Property ("Due Diligence Period"). The parties agree that the Due Diligence Period will begin on the day Escrow opens and end on July 29, 2011, unless extended by mutual written agreement of the parties and the written agreed upon extension is delivered to the Escrow Holder at least one (1) business day before the end of the Due Diligence Period. During the Due Diligence Period, Buyers, their agents and representatives must review the physical conditions of the Property, all City records for the Property, title records, all exceptions, restrictions and limitations in the Deed. Buyers may inspect at City's offices, during City's regular business hour:s, all documents in City's possession, if any, relating to the Property. For example, such documents may include: environmental audits and assessments and toxic reports; surveys; soil and geological reports; engineering and structural tests; contracts for work in progress or other operational contracts that will survive the Closing; governmental agreements and approvals, including any documents relating to entitlements, variances, or zoning; architectural plans and site plans; a current rent roll, if any, any operating statements for the Property generated before the execution of this Agreement; any documents reasonably available to the City that will enable Buyers to verify the ownership of the Property; the payment of expenses, any invoices, receipts, or other documentation relating to the Property's operating expenses, capital expenses, or maintenance. During the Due Diligence Period, Buyers and their agents may enter onto and 5

7 inspect the Property after they have obtained required insurance and agreed to and executed the Right of Entry Permit attached to and incorporated into this Agreement, as Exhibit D. 4.4 During the Due Diligence Period, Buyers, at their sole cost and expense, must obtain a preliminary title report on the Property ("Title Report"), together with copies of the available documents underlying the exceptions contained therein, and furnish a copy of same to the City. By July 15, 2011 ("Title Contingency Date"), Buyers shall deliver written notice to City ("Buyers' Title Notice") of all matters of title to the Property disapproved by Buyers ("Disapproved Items"). Buyers' failure to deliver to the City the Buyers' Title Notice by the Title Contingency Date shall be deemed to be Buyers' approval of the survey and all existing title matters. 4.5 Survey. During the Due Diligence Period, Buyers, at their sole cost and expense, may obtain and furnish to City and Title Company a copy of an ALTA survey of the Property, prepared and certified by a public surveyor registered in the State of California. The survey, as approved by Buyers and by City, may be used by Buyers as the basis for preparation of the metes and bounds description of the Property. If the survey determines that there are facilities or utilities located on the Property, other than those that have already been reserved to the City, then the City may reserve an easement for such facilities or utilities. 4.6 If Buyers timely notify City of Disapproved Items and all or some of the Disapproved Items, except for those Disapproved Items, if any, which will be removed upon the Close of Escrow in accordance with the terms of this Agreement, are not cured or deleted as exceptions to title by the Close of Escrow ("City's Cure Period"), Buyers shall have the option of either waiving its disapproval of such Disapproved Items and proceeding to the Close of Escrow or terminating this Agreement, in which event the provisions of Section 8.16 shall govern. The procurement by Buyers of a commitment for the issuance of the Title Policy, or an endorsement thereto, insuring Buyers against any Disapproved Item set forth in Buyers' Title Notice, shall be deemed a cure by Buyers of such Disapproved Item. In no event shall City's failure to cure or delete as exceptions to the Title Policy any Disapproved Items be deemed to be a breach of this Agreement by City or entitle Buyers to any offset against the Purchase Price. 4.7 Immediately after the Due Diligence Period Buyers must inform the City if it will continue with their purchase of the Property. If Buyers fail to notify the City and Escrow Holder of Buyers' disapproval of the Property for any reason by written notice delivered to City no later than the date of expiration of the Due Diligence Period, Buyers shall be deemed to have approved the purchase of the Property. 4.8 Environmental Obligations. 4.8.a If Buyers retain environmental or geotechnical consultants to assess the Property, then the consultants must be licensed, as required, by the State of California. 4.8.b Buyers' consultants and any of their testing and assessments will be retained and performed at their sole cost and expense. Buyers' consultants must restore any soil to its original condition after testing. 4.8.c Buyers, at their sole cost and expense, agree to perform or cause to be performed all investigation, remediation, removal, monitoring and response actions with respect to any Hazardous Substances or unstable subsoil, which 6

8 4.8.d 4.8.e 4.8.f may be discovered on the Property, so as to satisfy the requirements of all regulatory agencies ("Buyers' Environmental Obligations"). Buyers shall be identified as the generator on all hazardous waste manifests. Buyers will pay for all cost related to soil excavation, and transportation and disposal of excavated soils, performed by Buyers. The parties agree to provide each other with copies of all correspondence and other written communications to or from environmental agencies with respect to the Property and received or sent after the execution of this Agreement and copies of environmental reports concerning the Property thatare prepared by either party or its consultants after the execution of this Agreement. 4.9 Survival. The provisions of Section 4.8 (Environmental Obligations) will survive the Closing and the delivery of the Deed. Section 5. Buyers' Conditions to Closing.. During the Due Diligence Period, the Buyers will receive legible copies of the following, to the extent that they have not already been received by Buyers: 5.1 A copy of Geotechnical Real Estate Disclosure dated November 18, 2009; Section 6, Citv's Conditions to Closing. 6.1 Ability to Finance Purchase. As City's condition to this Agreement, and during the Due Diligence Period, Buyers must demonstrate, to the satisfaction of the General Manager of the City's Department of General Services, or his designee ("General Manager"), sufficient financial capacity to pay the Purchase Price by the Close of Escrow. 6.2 City Approval Process. The terms and conditions of this Agreement are subject to approval by the Department of General Services and the contract formation requirements under City law. Notice of approval or disapproval shall be given by City to Buyers before the Close of Escrow. If an extension to the Close of Escrow is requested by Buyers, but is not provided by the General Manager before the Close of Escrow, then this Agreement will terminate forthwith. If the Agreement terminates, thensection 8.16 controls the Deposit. 6.3 Compliance by Buyers. Buyers must comply with each and every condition and material covenant of this Agreement to be kept or complied with by Buyers. Buyers have a cure period for a default of this lease per Section 8.16.c. Section 7. As Is Sale; Release. 7.1 "As Is: Sale. Buyers and their representatives, prior to the Closing Date, will have been afforded the opportunity to make such inspections of the Property and matters related thereto and review of City's records as Buyers and their representatives desire, including, without limitation, governmental laws and regulations to which the Property is subject, and Buyers shall accept the Property upon the basis of its review and determination of the applicability and effect of such laws and regulations.. Buyers acknowledge and agree that the Property is to be sold and conveyed to and accepted by Buyers in an "AS IS" condition with all faults. 7.2 The City does not make any representations or warranties of any kind whatsoever, 7

9 either express or implied, with respect to the Property or any of such related matters; in particular, but without limitation, City makes no representations or warranties with respect to the use, condition, title, soil stability, occupation or management of the Property, compliance with applicable statutes, laws, codes, ordinances, regulations or requirements relating to leasing, zoning, subdivision, planning, building, fire, safety, health or environmental matters, other local, municipal, regional, state or federal requirements, or other statutes, laws, codes, ordinances, regulations or requirements (collectively, "Condition of the Property''). Buyers represent, warrant, and covenant that they are entering into this Agreement on the basis of Buyers' own investigation of records and of the physical and environmental conditions of the Property, including the subsurface conditions. Buyers assume the risk that adverse physical and environmental conditions may not have been revealed by their investigation, Buyers representations, warranties, and covenants shall survive the Close of Escrow. 7.3 RELEASE. Buyers, for themselves, their successors and assigns, hereby waives, releases, remises, acquits and forever discharges City, City's employees, agents, or any other person acting on behalf of City, of and from any claims, actions, causes of action, demands, rights, damages, costs, expenses, penalties, fmes or compensation whatsoever, direct or indirect, which Buyers now have or which Buyers may have in he future on account of or in any way arising out of or in connection with the stability of the soil and conditions of the soil on the Property, the known or unknown physical or environmental condition of the Property, including, any contamination in, on, under or adjacent to the Property by any hazardous or toxic substance or material, or any federal, state or local law, ordinance, rule or regulation applicable thereto, including, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act, and the Resource Conservation and Recovery Act. The foregoing shall apply regardless of any negligence or strict liability of City, its affiliates, employees, agents, officers, successors or assigns. With respect to the foregoing release, Buyers expressly waive the benefits and protections of section 1542 of the California Civil Code, which reads as follows: Certain Claims Not Affected by General Release. A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Buyers Hereby Evidences Their Specific Agreement To The Terms Of This Release By Placing Their Signatore Or Initials In The Place Prov(.. Buyers' Initials 8

10 Section Opening of Escrow and Escrow Instructions. Opening of Escrow. 8.1.a The Opening of Escrow was on May 24,2011. Upon execution of this Agreement, the parties must deposit three (3) executed counterparts of this Agreement with the Escrow Holder and this instrument shall serve as the instructions to the Escrow Holder for consummation ofthe purchase and sale of the Property, including Escrow Holder's general provisions which are contained in Exhibit C attached hereto to the extent said general provisions do not conflict with the provisions contained in these Escrow Instructions. 8.l.b The Escrow Holder must deliver to both Buyers and City a set of counterparts of the Agreement executed by Buyers, City and Escrow Holder and retain a set in Escrow. 8.1.c Escrow Holder will only be responsible for undertaking such matters in connection with the Closing as are specifically provided for herein or in any additional or supplementary escrow instructions delivered by the parties. 8.l.d In the event the Buyersdo not execute thi_s Agreement by July 8, 2011; and the General Manager has not extended the time to Buyers to execute this Agreement and the Close of Escrow, then the terms and conditions contained herein shall be null and void and of no further force and effect, except for section 8.16 governing the Deposit. Deposit During Escrow. The Buyers acknowledge and agree that the City does not place the Deposit in an interest bearing account. Delay of Payment. If payment for the Purchase Price, less the Deposit, is delayed by the Buyers for any reason, and the Buyers request the City to extend Escrow, then he Buyers will be assessed a fee equal to 1% interest per month, or fraction thereof, of the Purchase Price, less the Deposit, calculated from the date Escrow was supposed to have closed. 8.4 Closing. 8.4.a Closing; Date. The consummation of the transaction contemplated by this Agreement and recording of the Deed (the "Closing" or "Close of Escrow") shall occur and delivery of all items to be made at the Closing under the terms of this Agreement shall be made no later than August4, 2011 (the "Closing Date"), unless extended by mutual written agreement of the parties and the written agreed upon extension is delivered to the Escrow Holder at least one (I) business day before the Closing Date. 8.4.b Preclosing Conditions. Provided that Escrow Holder can comply with these instructions, that Escrow Holder has received the deliveries described in this Section, that Escrow Holder has not received prior written notice from a party that any condition to such party's obligations has not been fulfilled, or that Buyers have elected to terminate its rights and obligations hereunder, or City has elected to terminate its rights and obligations hereunder, and the Title Company has issued or is conditionally prepared to issue to Buyers, as of the Closing Date, the Title Policy, then Escrow Holder is authorized and instructed to (a) record the Deed, (b) deliver the Purchase Price to the City, less the Deposit and prorations and costs of Escrow in accordance with Closing Statements, (c) deliver conformed copies of the recorded Deed to Buyers and City, and (d) deliver the closing statements to Buyers and City in accordance with this Section. 9

11 8.5 Notification: Closing; Statements. If Escrow Holder cannot comply with the instructions herein and to be provided, Escrow Holder is not authorized to cause the recording of the Deed or close this Escrow. If Escrow Holder is unable to cause the recording of the Deed, then, without delay, Escrow Holder shall notify those individuals identified in the Notices section, Section 12. If Escrow Holder is able to comply with the instructions herein and to be provided, immediately after the Closing, Escrow Holder shall deliver to Buyers and City at the addresses provided in the Notices section, Section 12, a true, correct and complete copy of the closing statement, in the form customarily prepared by Escrow Holder. 8.6 Deliveries by Citv. Not later than one (I) business day prior to the Closing Pate, City shall deposit with Escrow Holder the following items: 8.6.a Deed. The Deed in the form of Exhibit 13 duly executed and acknowledged by City;,. 8.6.b Non-Foreign Status Certificate. A Non-Foreign Status Certificate pursuant to Internal Revenue Code Section 1445 duly executed by City. 8.6.c California Form 593-C. An executed California Form 593-C (Real Estate Withholding Certificate). 8.6.d Other Documents. Any other documents, instruments, data, records, correspondence or agreements called for hereunder which have not previously been delivered Deliveries by Buyers. Not later than one ( 1) business day prior to the Closing Date, or such other time specified below, Buyers shall deposit with Escrow Holder the following items: 8.7.a Purchase Price. An amount of$1,008,000.00, which is the balance of the Purchase Price less the Deposit, plus Buyers' share of the prorations and costs associated with the sale, which are required for Close of Escrow. 8.7.b Other Documents. Any other documents, instruments, data, records, correspondence or agreements called for hereunder which have not been previously delivered. 8.8 Other Instruments. Buyers and City shall each deposit such other instruments and take such other actions as are reasonably required by Escrow Holder or otherwise required to close the Escrow and consummate the purchase of the Property in accordance with the terms hereof. 8.9 Proration. All revenues and expenses of the Property, including, without limitation, real property taxes, special taxes, assessments and utility fees and/or deposits, shall be prorated and apportioned between Buyers and City as of 12:01 a.m. on the Closing Date, so that City bears all expenses with respect to the Property and has the benefit of all income with respect to the Property through and including the date immediately preceding the Closing Date. Buyers and City hereby agree that any of the aforesaid prorations which cannot be calculated accurately as of the Closing Date shall be prorated on the basis of the parties' reasonable estimates, and shall be recomputed between Buyers and City when actual tax statements for the year of Closing are received, and either party owing the other party a sum of money based on such subsequent proration adjustment shall promptly pay said sum to the other party, and, if payment is not made within ten (1 0) days after delivery of 10

12 a bill therefore, shall pay interest thereon, at the lesser of the rate often percent (I 0%) per annum or the highest rate permitted by law, from the Closing Date to the date of payment Special Taxes. Bonds or Assessments. If, at the time of Closing, any portion of the Property is affected by an assessment or other charge, whether for taxes or bonds, or interest thereon, which is or may become payable in installments, and an installment payment of such assessment is then a lien, then such installment shall be prorated as of midnight at the end of the day preceding the Close of Escrow. All installments not then yet due whether or not the same have been prepaid shall not be prorated and Buyers shall assume such bonds or assessments. Any prepaid assessments made in advance of its due date shall be credited to Buyers. In addition, Buyers shall assume any and all &re bonds, assessments, special taxes, fees or charges applicable to the Property for liabilities now or hereafter imposed by any.governmental authority (collectively referred to as "Governmental Requirements") including, without limitation, any such Governmental Requirements imposed by the City, and those for (i) common area improvements, whether or not specifically set forth in this Agreement, (ii) local assessment or improvement districts, (iii) any special tax assessments, (iv) traffic mitigation improvements (v) park and recreation fees, and or (vi) any other public facility infrastructure or traffic mitigation required or imposed by the City. Buyers shall assume all such bonds or future assessments without offset or adjustment Costs and Expenses. The Buyers will pay for all costs and expenses for the Property upon the Close of Escrow, including documentary transfer taxes, recording fees, ALTA title insurance policy, miscellaneous fees; and half of the Escrow fees. The City will pay for half of the Escrow fees upon the Close of Escrow Disbursement of Funds. On the Close of Escrow, Escrow Holder shall disburse to the City, in immediately available funds, the Purchase Price less (a) the Deposit, which the City has already received, (b) Buyers' share of prorations as determined in Section 8 (Closing); and (c) Buyers' share of costs of Escrow. At the General Manager's discretion, such funds may be mailed or wired as of 1 :00 p.m. on such date in order that such funds may be received by City on the Close of escrow provided, however, that if such funds cannot be wired to City on the Close of Escrow, Escrow Holder shall, unless otherwise directed in writing by City, invest the funds overnight in an interest-bearing account, Deliverv of Documents. Upon the Close of Escrow all instruments and documents shall be delivered forthwith to such party's attorney as specified in Section i2 (Notice), and if no attorney is specified, then to such party directly. Escrow Holder shall forthwith deliver to the party entitled thereto the recorded originals of such instruments or documents upon Escrow Holder's receipt of the same Supplemental Taxes. Buyers and City acknowledge that the Property may be subject to supplemental taxes due as a result of change of ownership taking place through this Escrow. Any necessary adjustment due either party on receipt of a supplemental tax bill will be made by the parties outside of this Escrow and Escrow Holder is released of any liability in 11

13 connection with same Possession of the Property shall be delivered to Buyers on the Close of Escrow Failure to Close a Ifthe Closing does not occur on or before the Closing Date by reason of a default, subject to a cure period detailed in section 8.16.c, then the non-defaulting party may elect to terminate this Agreement and cancel Escrow by giving written notice of such termination and cancellation to the other party and to Escrow Holder. In the event either party terminates this Agreement, neither party shall have any further obligations hereunder, other than the Surviving Obligations b Deposit b.i If the Buyers terminate this Agreement due to a City default or due to the discovery of unstable subsoil on the Property, which would cost $10,000,000 or more to stabilize the subsoil and remediatetlle grading, then the Deposit plus any interest earned on the Deposit shall be returned to the Buyers. The discovery of unstable subsoil must be discovered by the Buyers during the Due Diligence Period. The cost to stabilize the subsoil and remediate the grading must be estimated by a third party agreed to by both the General Manager and the Buyers, and paid for by the Buyers. The third party must be licensed by the State of California b.ii If the Buyers terminate this Agreement due to the discovery of unstable subsoil on the Property, which would cost less than $10,000,000 to stabilize the subsoil and remediate the grading, then the City would retain the Deposit and any interest earned on the Deposit b.iii If the Buyers terminate this Agreement due to the discovery of unstable subsoil on the Property, which would cost $10,000,000 or more to stabilize the subsoil and remediate the grading, but Buyers are already otherwise in default of the Agreement, then the City would retain the Deposit and any interest earned on the Deposit c To cure a default, the defaulting party will have 20 days after notice of the default is provided to the Escrow Holder and the defaulting party. Escrow will be extended by 20 days, or longer if by mutual agreement, to allow the defaulting party time to cure the default d If Escrow fails to close, all documents and other instruments will be returned to the party depositing the same into Escrow e Cost of Canceling Escrow. In the event neither party is in default, then the cost of cancellation of Escrow will be shared equally between Buyers and City. In the event only one of the parties hereto is in default, then such defaulting party will pay for the entire cost of cancellation of Escrow. The tetrnination of this Agreement and cancellation of Escrow, as provided herein, shall be without prejudice to whatever legal rights, as said rights may be limited by the terms contained in this Agreement that Buyers or City may hav~ against each other arising out of this Agreement and the Escrow f If neither party so elects to terminate this Agreement and cancel Escrow, Escrow Holder shall close the Escrow as soon as possible. 12

14 Section 9. Representations, Warranties and Covenants of Buyers. Buyers hereby represent, warrant and covenant to City as of the date of this Agreement, as follows: 9.1 Individuals. Buyers are individuals entering into this Agreement for themselves and no other entity or organization. 9.2 Enforceability. This Agreement and all documents required to be, and are, executed by Buyers, that are delivered to City at the Closing, are intended to be legal, valid, and binding obligations of Buyers. Buyers represent and warrant.that all executed documents do not and, at the time of Closing, will not violate any provisiorts of any agreement or judicial order to which Buyers are a party or to which the Buyers pr the Property is subject. 9.3 Bankruptcy. No petition in bankruptcy, voluntary or otherwise, assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy or insolvency laws is pending against or contemplated by Buyers. Section 10. Representations, Warranties and Covenants of City. City hereby represents, warrants and covenants to Buyers as ofthe date of this Agreement, as follows: 10.1 Organization. City is a municipal corporation, duly organized, and validly Existing under the laws of the State of California; Bankruptcy. No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under federal or state bankruptcy or insolvency laws is pending against the City; Leases/Tenancies/Litigation/Matters. To the best of its knowledge, City knows of no leases, tenancies, pipelines, utilities, litigation or other matters presently affecting the Property except for those agreements, litigation and matters which have been disclosed by City in writing to Buyers; and Brokers and Finders Fees. No broker's fee, finder's fee, commission or similar compensation shall be paid to principals of Buyers or City in connection with this Agreement. In the event of a claim for broker's fee, finder's fee, commission or other similar compensation in connection herewith other than as set forth above, Buyers, if such claim is based upon any agreement alleged to have been made by Buyers, hereby agrees to indemnify and hold City harmless against any and all liability, loss, cost, damage or expense, excluding attorneys' fees, which City may sustain or incur by reason of such claim. City, if such claim is based upon any agreement alleged to have been made by City, hereby agrees to indemnify and hold Buyers harmless against any and all liability, loss, cost, damage or expense, excluding attorneys' fees, which Buyers may sustain or incur by reason of such claim. The provisions of this Section shall survive the Close of Escrow or termination of this Agreement This Agreement and all documents required to be, and are, executed by the City, that are delivered to Buyers atthe Closing, are intended to be legal, valid, and binding obligations of the City. The City represents and warrants that all executed 13

15 documents do not and, at the time of Closing, will not violate any provisions of any agreement or judicial order to which City is a party or to which the City or the Property is subject. The Buyers acknowledge that the Property is subject to the jurisdiction of the California Coastal Commission, including terms and conditions under Permit No A6. Buyers may be requested to sign additional documents granting the City an access easement for slope maintenance in order to facilitate compliance with the California Coastal Commission Permit. Section 11. Condemnation. If, prior to the Close of Escrow, a governmental agency commences or imminently. threatens in writing to commence any eminent domain proceedings to take any material portion of the Property, Buyers and City shall.each have the unilateral right, exercisable bygiying notice of such decision to the other party within thirty (30) days after rec.eiving written notice of such actual or threatened condemnation proceedings, to terminate this Agreement, in which case the Deposit shall be returned to Buyers and City and Buyers shall pay one-half (112) of the cost of cancellation of Escrow and neither partyshall have any.future rights or obligations under this Agreement, other than the Surviving Obligations. If neither party elects to terminate this Agreement, the Purchase Price will be determined (if not already fixed) as though such condemnation had not occurred, and the net proceeds of condemnation awards paid or payable to City by reason of such condemnation of the Property shall be paid or assigned to City upon the Close of Escrow. Section 12. Notices Notice of Buyers. Any notice or other communication required or permitted to be given under this Agreement ("Notices") shall be in writing and shall be (a) personally delivered; (b) delivered by a reputable overnight courier; or (c) delivered by certified mail, return receipt requested and deposited in the U.S. Mail, postage prepaid. Facsimile notices shall be deemed valid only to the extent they are (a) actually received by the individual to whom addressed and (b) followed by delivery of actual notice in the manner described above within three (3) business days thereafter. Notices shall be deemed received at the earlier of actual receipt (a) one (I) business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (b) three (3) business days following deposit in the U.S. Mail, as evidenced by a return receipt. Notices shall be directed to the parties at their respective addresses shown below, or such other address as either party may, from time to time, specif'y in writing to the other in the manner described above: If to Buyers: If to City: With copies to: De Puaw LLC Junaluska Way, Pacific Palisades, CA Attn: Eitan Shacham City of Los Angeles Dept. of General Services, Asset Management Division 111 E. First St., Room 20 I City Hall South Los Angeles, CA Attn: James R. O'Camb City of Los Angeles Office of the City Attorney 14

16 200 North Main Street, Suite 701 Los Angeles, CA Attention: Asst. City Attorney Real Estate and Economic Development Section 13. Miscellaneous Agreement Expenses. The parties agree to bear their respective expenses, incurred or to be incurred in negotiating and preparing this Agreement and in carrying out the transactions contemplated by this Agreement Satisfaction or Waiver of Contingencies. Theeonsummation of the Closing shall be conclusive evidence that the contingencies and conditions to Closing have been fully satisfied or waived Successors and Assigns. This Agreement shallbe binding upon, and inure to the benefit of, the parties hereto and their respecti v~ successors, heirs, administrators and assigns Parties in Interest. Except as expressly provided in this Agreement, nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right to subrogation or action over against any party to this Agreement Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior or contemporaneous oral or written agreements, representations, statements, documents, or understandings of the parties Amendment. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the party to be bound Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver Timeliness. Buyers and City hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision of this Agreement. Failure to timely perform any.of the terms, conditions, obligations or provisions hereof by either party shall constitute a material, but curable breach. The cure period is governed by section 8.16.c under this Agreement Governing Law and Venue. This Agreement shall be construed in accordance with, and governed by, the laws ofthe State of California, and venue shall lie in the County of Los Angeles. 15

17 13.10 Effect of Headings. The headings of the paragraphs of this Agreement are Included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions Invalidity. Any provision ofthis Agreement which is invalid, void, or illegal, shall not affect, impair, or invalidate any other provision of this Agreement, and such other provisions of this Agreement shall remain in full. force and eff~ct Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument Number and Gender. When required by the context of this Agreement, each number (singular and plural) shall include all numbers, and each gender shall include all genders Negotiated Terms. The parties agree that the terms and conditions of this Agreement are the result of negotiations between the parties and that this Agreement shall not be construed in favor of or against any party by reason of the extent to which any party or its professionals participated in the preparation of this Agreement Exhibits. The Exhibits to this Agreement are incorporated by reference and constitute a material part of this Agreement City Contract Formation. No agreement with respect to the purchase and sale of the Property shall exist, and this writing shall have no binding force or effect, until executed by both Buyers and City and after compliance with all contract formation formalities by the City of Los Angeles Severability. Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable shall be invalid or unenforceable only to the extent of such determination, which shall not invalidate or otherwise render ineffective any other provision of this Agreement. 16

18 IN WITNESS WHEREOF, the Parties hereto have caused this Purchase and Sale Agreement and Escrow Instructions to be executed by themselves or by their respective duly authorized officers, as of the date ofthe Opening of Escrow. BUYERS: DEPAUW LLC Dated:_.<-2, f.t.,_,-'-/"-/ "'' jjj,_d..~ EITAN SHACHAM (Signatures continue on following page) 17

19 CITY: APPROVED AS TO FORM AND LEGALITY CARMEN A. TRUT ANICH, City Attorney CITY OF LOS ANGELES, a municipal corporation, acting by and through its De artment of General Services By Date ~ ~Baea2 0 1-!L{-{/. ATTEST: JUNE LA;,~ ~yc~.rk "' "(:} By vu~ I-, J_/' Deputy Date._7.;/_)-_/,_;_/_J_J Authorized by: Resolution No. Adopted on, Ordinance No.,_!,_81,6u.1d._ Approved on April 14, 2011 THE UNDERSIGNED ESCROW HOLDER ACKNOWLEDGES ITS RECEIPT OF THE DEPOSIT AND THREE (3) EXECUTED COPIES OF THIS AGREEMENT AND AGREES TO ACT IN ACCORDANCE THEREWITH. ESCROW HOLDER: STEW ART TITLE COMPANY BY: DATE: 18

20 EXHIBIT "A" LEGAL DESCRIPTION LOT 19, IN BLOCK 19, TRACT NO IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 125, PAGES 55 TO i''a INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET BUT WITHOUT THE RIGHT OF' SURFACE ENTRY, RESERVED BY DEED RECORDED MARCH 8, 1985 AS INSTRUMENT NO THROUGH OFFICIAL RECORDS. Searched by: Jose L. Ramirez Checked by-7.. ~9"2! ::::... 7 /??.4Y ;;t: 0 z.c::cj 9

21 EXHIBIT "B" Approved as to form by City Attomey RECORDING REQUESTED: City of Los Angeles When Recorded Mail to DOC. TRANS. TAX $ L.A. County(SO) $ L.A. City (44) COMPUTED ON FULL V ALOE OF THE PROPERTY DEPAUW LLC JUNALUSK WAY PACIFIC PALISADES, CA ATTN: EITAN SHACHAM GRANT DEED DEPARTMENT OF GENERAL SERVICES Asset Management Division APN: THE CITY OF LOS ANGELES a municipal corporation in consideration of ONE MILLION ONE HUNDRED TWENTY THOUSAND DOLLARS l$1,120,000.00) paid, the receipt of which is hereby acknowledged, does hereby GRANT TO DEPAUW LLC, A Limited Liability Company, The real property in the City of Los Angeles, County of Los Angeles, State of Califomia, described as: LEGAL DESCRIPTION: See attached EXHIBIT "A" commonly known as: DEPAUW STREET, PACIFIC PALISADES, CALIFORNIA EXCEPTING AND RESERVING unto the City of Los Angeles, all oil, gas, water, and mineral rights now vested in the City of Los Angeles without, however, the right to use the surface of said land or any portion thereof to a depth of 500 feet below the surface, for the extraction of such oil, gas, water and minerals. SUBJECT to covenants, conditions, restrictions, reservations, easements, encroachments, rights and rights-of-way of record or which are apparent from a visual inspection of the real property. SUBJECT property is sold in an "AS IS" condition, and without any warranty as to fitness for use, fitness for a particular use, or condition of the property, and that the seller has no obligation to correct any condition of the property, whether known before or after the date of sale. SUBJECT to the terms and conditions of the Califomia Coastal Commission Permit No A8, and NOTICE that the park created by the restoration program identified in the Permit is deeded for public purposes in perpetuity. This deed is made in accordance with provisions of Ordinance No Angeles. of the City of Los

22 IN WITNESS WHEREOF, City of Los Angeles, a Municipal Corporation, by its City Council, has caused this Grant Deed to be executed on its behalf, by its Mayor, and its corporate seal to be thereto affixed by its City Clerk, this day of, THE CITY OF LOS ANGELES ANTONIO R. VILLARAIGOSA, Mayor By Attest: JUNE LAGMA Y, City Clerk By

23 STATE OF CALIFORNIA) SS COUNTY OF LOS ANGELES ) On before me, personally appeared,_ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PER.JURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature My Commission expires THIS AREA FOR OFFICIAL NOTARIAL SEAL

24 JOB TITLE: Auction Sale of Surplus Property DePauw Street Pacific Palisades CA APN: THE CITY OF LOS ANGELES, a Municipal Corporation GRANTS TO DEPAUW LLC, A Limited Liability Company CADASTRAL MAP: -'-'12""'6""B-'-'12""5' GRANT DEED Executed in Accordance with Ordinance No.l81613 Approved as to Authority Date:.... Department of General Services By:... "... ".... TONY M. ROYSTER, General Manager Approved as to Description Date:..... Department of General Services By.... Approved as to Form & Legality Date:.... CARMEN A. TRUTANICH, City Attorney By: , Deputy City Attorney Council File No. I

25 EXHIBIT "A" LEGAL DESCRIPTION LOT 19, IN BLOCK 19, TRACT NO IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 125, PAGES 55 TO rb INCLUSIVE, OF MAPS, IN THE-OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET BUT WITHOUT THE RIGHT OF SURFACE ENTRY, RESERVED BY DEED RECORDED MARCH 8, 1985 AS INSTRUMENT NO THROUGH OFFICIAL RECORDS. Searched by: Jose L. Ramirez Checked by.,.;. ~9"" " /' /?/'-4Y :Z 7;. ;z:a:j 9

26 EXHIBIT "C" EXHIBIT 1 GENERAL PROVISIONS 1. DEPOSIT OF FUNDS, OPPORTUNITY TO EARN INTEREST AND PRORATIONS: California Insurance Code Section regulates the disbursement of escrow and sub-escrow funds by title companies. The law requires that funds be deposited in the title conlpany escrow account and available for withdrawal prior to disbursement. Funds received via wire transfer may be disbursed upon receipt. Funds received via cashier's checks or teller checks drawn on a California Bank may be disbursed on the next business day after the day of deposit. If funds are received by any other means, recording and/or disbursement may be delayed and Escrow Holder shall not be responsible for accruals of interest or other charges resulting from compliance with the disbursement restrictions imposed by state law. All funds received in this esciow shall be deposited with other escrow funds into one or more non-interest bearing escrow accounts at a fmancial institution selected by Escrow Holder. Escrow Holder shall not be responsible and shall have no liability for any delay in closing this escrow if the funds deposited are not available for immediate withdrawal as a matter of right pursuant to California Insurance Code Section et. seq. Funds deposited in the financial institution are insured only to the lilllit provided by the Federal Deposit Insurance Corporation. Escrow Holder shall not be held responsible for loss of any amount over the FDIC insured limit due to bank closure or for lost interest due to wire delays caused by any bank or the Federal Reserve System, and recommends that all parties make themselves aware of banking regulations with regards to placement of wires. You have the opportunity to earn interest on the funds you deposit with us by instructing us to deposit your funds in an interest bearing account. (You do not have an opportunity to earn interest on any funds deposited by a lender) If you elect to earn interest, there is an additional fee in the amount of $50.00 for establishing and maintaining such an account. It is important that you consider this cost as it may exceed the actual interest you earn. Should you noi elect to earn interest on your deposit, your funds will be deposited in our General Escrow Account at a financial institution insured. by the FDIC. This is a non-interest bearing account; however, Stewart Title of California may receive certain fmancial benefits from that flilancial institution because of the General Escrow Account and its on-going banking relationship. These benefits may include, without limitation, credits allowed by such financial institution on loans to and earnings on investments made with the proceeds of such loans, accounting, reporting and other services and products of such fmancial institution. We do not have an obligation to account to you in any manner for the value of, or to compensate any party for, any benefit received by'stewart Title of California. Any such benefits shall be deemed additional compensation of for its services in connection with the escrow. Disbursements from this escrow will be made by check of Escrow Holder. Unless otherwise instructed in writing, checks will be issued jointly to the parties designated as payees. Signatures (including initials) of parties or their duly authorized agents on any documents/instrument and/or instruction pertaining to this escrow indicate approval of same. If any check subntitted is dishonored upon presentment for payment, you are authorized to notify all parties and/or their respective agents of such nonpayment. All prorations andlor adjustments called for in this escrow shall be made on the basis of a 30 day month or 360 day year, unless otherwise instructed in writing. Proration of real property taxes including supplemental real property taxes, if appropriate, will be made on the basis of the latest available figures provided to Escrow Holder. The phrase close of escrow (COE) as used herein means the date on which instruments/documents are recorded unless otherwise instructed in writing. 2. TIME AND WRITTEN NOTIFICATION: Time is of the essence. In the event the conditions of this escrow have not been complied with at the expiration of the time provided for herein you are perntitted, though not required, to complete the same at the earliest possible date thereafter. No notice, demand or change of instructions shall be of any effect to alter, amend, supplement, or vary the terms of these instructions unless given in writing and signed by all parties affected thereby. 3. AUTHORIZATION TO DELIVER: If it is necessary, proper or convenient for the consw:iunation of this escrow, Escrow Holder is authorized to deposit or have deposited funds or documents, or both, handed to Escrow Holder under these escrow instructions with any duly authorized sub-escrow Holder, including, but not limited to, any bank, trust company, title insurance company, title company, savings and Joan association, or licensed Escrow Holder, at or before close of escrow in connection with closing this escrow. Any such deposit shall be deemed a deposit under the meaning of these escrow instructions. 4. AUTHORIZATION TO FURNISH COPIES: Furnishing copies of any/all escrow instructions, amendments, supplements, preliminary reports, notices of cancellation and closing statements in this escrow, at anytime, to all entitled parties thereto including but not limited to the real estate broker(s), lenders and/or attorney's representing parties to this escrow is authorized. Party (ies) shall receive only those documents to which the requestor is entitled. Any further documentation may be subject to written approval of those parties involved and/or subpoena as deemed appropriate by Escrow Holder. Escrow Holder shall not incur any liability to the parties for delivery of said copies. Escrow Number: General Provisions rev Page I of!

27 5. DEMANDS AND APPLICATION OF PAYOFF FUNDS: Escrow holder is authorized to: 1) Order demands for, and pay at the close of escrow, any encumbrances of record necessary to place title in the condition called for. 2) Request the lender of any revolving line or equity line of credit to innuediately close said account. 3) To charge interest through the date funds are to be received by the existing lien holders pursuant to their demand. Should a check or wire be deemed unacceptable by lenders, creditors, lien holders or beneficiaries of Deeds of Trust, Escrow Holder is authorized to act on our behalf in requesting the funds, as well as any balance in an impound account, be applied towards the balance due. 6. FACSIMILE AND ELECTRONIC MAIL: All parties acknowledge that documents and instructions may be transmitted via facsimile (FAX) and/or electronic mail ( ). In the event the parties of this transaction, their agents, or assigns, utilize facsimile (FAX) and/or electronic mail ( ) transmitted instructions, Escrow Holder may rely and act upon such instructions in the same marmer as if original signed instructions were in the possession of Escrow Holder. All parties acknowledge that docinnents and instructions may be transmitted via facsimile (FAX) and/or electronic mail ( ) the cost of which, if any, will be charged to the applicable principal's account at the close of escrow. 7.. ELECTRONIC SIGNATURE: All parties aclmowledge and agree that pursuant to the California Uniform Electronic Transactions Act, California Civil Code Section et. seq., signatures provided in a transaction may be affixed electronically. However, the parties understand and acknowledge that if California requires, an original signature may be necessary on documents that are to be recorded and/or notarized 8. CHANGE IN OWNERSHIP REPORT: All parties are aware that a "Preliminary Change in Ownership Forin" is to be filed with the office of the County Assessonipon recordation of all transfer documents involving real property. As an accommodation only, Escrow Holder shall provide necessary forms to the purqhaser herein and in the event the completed form is deposited into escrow priorto close, Escrow Holder shall deliver same to County Assessor concurrently with recordation of the documents being recorded in this transaction. Any questions should be directed to the County Assessor for the specific County that subject property is located. 9. POLICY OF TITLE INSURANCE: Notwithstanding the provisions of the purchase agreement, in the event the title insurance policy requested is unavailable or does not meet the underwriting standards of the title insurer, buyer instructs escrow holder to cause to be issued the CLTA Standard Coverage Policy or ALTA Owners Policy with Western Regional exceptions. 10. PERSONAL PROPERTY TAX: Escrow Holder is not responsible for any personal property tax which may be assessed to any former owner of the property that is the subject of this escrow, nor for the corporation or license tax of any corporation as a former owner. No examination or insurance as to the amount of payment of personal taxes is required unless specifically requested. 11. COMPLETION OF NOTES AND USURY: Escrow Holder is not to be concerned with any question of usury in any loan or encumbrance involved in the processing of this escrow and is hereby_ released of any liability or responsibility therefore. The insertion Of dates on original executed promissory notes, pursuant to mutually executed instructions, is hereby authorized. 12. STATE/FEDERAL CODE NOTIFICATION: According to Federal law, the Seller(s), when applicable, will be required to complete a I 099-S Worksheet that will be utilized to generate a 1099 reporting statement to the Internal Revenue Service. You are released from and shall have no liability, obligations or responsibility with respect to (a) withholding of funds pursuant to Section 1445 of the Internal Revenue Code of 1984, "Foreign Investors in Real Property Act" (F!RPTA), as amended (h) advising of requirements, (c) determining whether the seller is a foreign person, under such Section, or (d) obtaining a non-foreign affidavit or other exemption from withholding under such Section nor otherwise making any inquiry concerning compliance with such Section by any party to this transaction. In accordance with section and of the revenue and taxation code, a buyer may be required to withhold any amount equal to.3-l/3 percent of the sales price in the case of a disposition of California real property interest, by either: 1) A seller who is an individual or disbursement instructions authorized the proceeds to be sent to a fmancial intermediary of the seller, or 2) A corporate seller that has no permanent place of business in California. For failure to withhold, the buyer may become subject to penalty equal to the greatest of 10 percent of the amount required to be. withheld or five hundred dollars ($500.00). However, notwithstanding any other provision included in the California statutes referenced above, no buyef will be required to withhold any amount or be subject to penalty for failure to withhold if: 1) The sales price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000.00), or 2) The seller executes a written certificate, under the penalty of peijury, certifying that the seller is a corporation With a permanent place of business in California, or 3) The seller, who is an individual, executes a written certificate under the penalty of perjury, of any of the following: General Provisions Rev Page 2 of2

28 A) That the California real property being conveyed is the seller's principal residence (within the meaning of section 121 of the internal revenue code). B) That the California real property being conveyed is or will be exchanged for property of like kind (within the meaning of section 1031 of the internal revenue code), but only to the extent of the amount of gain not required to be recognized for California income tax purposes. C) That the California real property has been compulsorily or involuntarily converted (within the meanlng of section 1033 of the internal revenue code) and.that the seller intends to acquire property similar or related in service or use so as to be eligible for no recognition of gain for California income tax purposes. D) That the California real property transaction will result in a loss for California income tax purposes. The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding requirement. 13. CANCELLATION PROVISIONS: No Instructions for cancellation of this escrow shall be recognized unless they are in writing and deposited with the Escrow Holder. Any principal instructing you to cancel this escrow shall file a Notice of Cancellation with said office. Escrow Holder shall thereafter mail one copy of such notice to each of the other parties at their mailing address set forth in your file or in care of the agent(s) representing said parties unless written objection to the cancellation is filed in your office by a principal within ten (10) calendar days after day of such mailing, yon are authorized to comply with such notice and return all papers and funds held in your file less your cancellation fees and other cost incurred in connection with this escrow. Stewart Title of California, Inc., may, at its option, require concurrent instruction from all parties prior to cancellation and/or release of any funds on deposit in this escrow. If written objection is filed, you are authorized to hold all monies and/or instruments in your file and take no further action unless otherwise directed by principal's mutual written instructions, or a fmal order of a court of competent jurisdiction. You have the absolute right, at your election, to file an action in interpleader requiring the parties to answer and litigate their several claims and rights amongst themselves. Any such action must comply with the requisite interpleader statues of the State of California in this regard. In the event this escrow is cancelled, any fees and charges due Stewart Title, including cancellation fees and any expenditures incurred or authorized shall be paid from funds on deposit unless otherwise specifically agreed to or determined by a court of competent jurisdiction. Upon payme1lt thereof, re!uj'n document and monies to the respective parties depositing same, or as order by the court and void any executed instructions, if this is a sale escrow you may return lenders papers and/or funds upon lender's demands. 14. NO ACTIVITY: If there is no written activity by a principal to this escrow within any six-month period after the time limit date as set forth, in the escrow instructions or written extension thereof, Escrow Holder's obligation shall terminate at Escrow Holder's option. All documents, monies or other items deposited with Escrow Holder shall be returned to the respective parties entitled thereto, less fees and charges herein provided. 15. DISCRETIONARY TERMINATION: At the sole discretion of Escrow Holder, Escrow Holder may elect to terminate its escrow relationship with the parties to the escrow. Funds, less costs incurred, and documents will be returned to parties depositing same without approval of same. 16. CONFLICTING DEMANDS/INTERPLEADER: No notice, demand or change of instructions shall be of any effect in this escrow unless given in writing by all parties affected thereby. If conflicting demands are made in connection with this escrow, Escrow Holder shall have the absolute right to either withhold and stop all proceedings, or file suit in the interpleader and obtain an order from the court requiring the parties to interplead their several claims and rights amongst themselves. 17. ACTION IN INTERPLEADER OR OTHER COURT OR LEGAL PROCEEDINGS: The parties hereto expressly agree that Escrow Holder has the absolute right, at its election, to file an action in interpleader requiring the parties to answer and litigate their several claims and rights among themselves; and Escrow Holder is authorized to deposit with.the clerk of the court, all documents, instruments and funds held in escrow. In the event such action is filed, the parties jointly and severally agree to pay Escrow Holder's cancellation charges and costs, expenses and reasonable attorney's fees it is required to expend or incur in such interpleader action, the amount thereof to be fixed and judgment therefore to be rendered by the court. Upon filing of such action, Escrow Holder is thereupon fully released and discharged from all obligations to further perform any duties or obligations otherwise imposed by the terms of this escrow. 18. LIMITATION ON DUTY TO INFORM: It is agreed by the parties hereto, that so fur as Escrow Holder's rights and liabilities are involved, the transaction is an escrow and not any other legal relation and Stewart Title of California is an Escrow Holder only on the within expressed terms, and Escrow Holder shall have no responsibility for notifying any of the parties of this escrow of any sale, resale, loan, exchange or other transaction involving any property herein described or of the profit realized by any person, finn or corporation (broker, agent and parties to this and/or other escrow included), in connection therewith, regardless of the fact that such transaction(s) may be handled concurrently by Escrow Holder in this escrow or in another escrow. General Provisions Rev Page 3 of3

29 19. DISCLOSURE OF CONDITIONS PRECEDENT: The parties to this escrow, by execution thereof, acknowledge their duty to Escrow Holder of full disclosure of those matters, which shall affect the transfer of subject property and conditions of title (inclusive of real personal and intangible property, which matters may result in a lien against subject property). Disclosure shall include, but not limited to: water, stock, owners association or maintenance dues, contractual obligations not automatically tenninated upon sale, notes, deeds of trust and vendors liens. 20. ENVIRONMENTAL DISCLOSURE: Notwithstanding any actual or other knowledge on the part of Escrow Holder, the parties agree to release Escrow Holder from any and all liability of any kind or nature and to indemnify Escrow Holder of any loss, damages, claims, judgments or costs of any kind or nature resulting from or related to the release or discharge of hazardous or toxic wastes on the subject property whether it occurred in the past or present or may occur in the future which release or discharge is in violation of law, in excess of any state and federal standards, permit requirements and/or disclosure requirements existing at this time or which may exist at a future time. The parties represent that they made their own assessment of the condition of the subject property and have not relied on any of your representations in making the assessment. The parties are advised: to seek independent legal ab.d technical environmental expert advice in assessing the risks associated with potential hazardous or toxic wastes. 21. CAPTIONS AND COUNTERPARTS: Captions in these escrow instructions are inserted for convenience of reference only and do not defme, describe or limit the scope of the intent of these instructions or any of the terms hereof. These instructions may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and said counterparts together shall constitute one and the same instrument. 22. BINDING: All terms of 'these general provisions and escrow instructions shall be binding upon, inure to the benefit and be enforceable by the parties hereto and their respective legal representatives, successors and assigns, and whenever the context. so requires the masculine gender includes the feminine and neuter, and the singular number includes the plural. In the event any term, covenant, condition, provision or agreement herein contained is held to be invalid or void by any court of competent jurisdiction, the invalidity of any such term, covenant, condition, provision or agreement shall in no way affect any other term, covenant, condition, provision or agreement herein contained. 23. DESTRUCTION OF RECORDS: Escrow Holder is authorized to destroy or otherwise dispose of any and all documents, papers, instructions, correspondence and other materials pertaining to this escrow at the expiration of five (5) years from the close of escrow or cancellation thereof. 24. LEGAL ADVICE: The parties acknowledge and understand that Escrow Holder is not authorized to practice law, nor give fmandal advice. The parties are hereby advised to seek legal and financial counsel and advice concerning the effect of these escrow instructions. The parties acknowledge that no representations are made by Escrow Holder about the legal sufficiency, legal conse-quences, fmarlcial effect or tax consequences of the within escrow instructions. General Provisions Rev Page4of4

30 EXHIBIT "D" RIGHT OF ENTRY PERMIT This RIGHT OF ENTRY PERMIT ("Permit") is entered into on the same date as the Opening 6f Escrow (May ), by and between EITAN SHACHAM ("Buyer"), and the CITY OF LOS ANGELES, a municipal corj?oration of the State of California ("Seller" or "City"), acting by and through its Department of General Services. BACKGROUND AND INTENT The City has entered into a Purchase and Sale Agreement with the Buyer regarding approximately 7,500 square feet of property having an Assessor's Parcel Number (APN) of , vacant land, in the City of Los Angeles, with an address of De Pauw Street, Pacific Palisades, California 90272, more fully described in Exhibit "A" ("Property"), a copy of which is attached to this Agreement: With this Permit, the City is allowing the Buyer(s) and their agents, consultants, contractors, and subcontractors to enter onto the Property to conduct surveys, geological tests, and assess the soil of the Property, including the subsoil and cost estimates for remedial grading of the building pads on the Property. PERMIT The City grants the Buyer and his agents, consultants, contractors, and subcontractors (collectively "Consultants") this Permit, subject to the conditions and limitations below: Section 1 Term. The term of this permit begins on the same date as the Opening of Escrow for the Property and ends on June 27, 2011, unless the City decides to terminate this permit earlier, ifor any reason, with three {3) days advance written notice from the General Manager, or his designee, of the Department of General Services ("General Manager"). Section 2 Section 3 Fees. The City is not charging the Buyers fees for this Permit. Buyer's Access and Limitations. 3.1 With this Permit the Buyer and his Consultants may enter onto and inspect the Property to survey the Property, conduct geological tests, investigate the subsurface, take soil samples, and excavate borings as is commercially reasonable and appropriate ("Work"). The Buyer agrees to give the City within 30 days following the termination of this permit, copies of any report or studies (including, but not limited to, maps, cross sections, lab data, and photographs) prepared by his consultants resulting from any Work. 3.2 Based upon the proposal prepared by the Buyer's consultant, Byer Geotechnical Inc., dated May 6, 2011 and the Proposed Boring Location Map provided by on May 16, 2011 a copy of which is attached to this agreement as Exhibit "B". The proposed subsurface exploration on the subject Property is approved by the Geotechnical Engineering Group ("GEO") of the Bureau of Engineering of the Department of Public Works of the City, with the following conditions: Page I of6

31 A total of two (2) hollow stem auger borings will be drilled to a depth of 50 feet at the approximate locations shown on the Proposed Boring Location Map, prepared by Byer Geotechnical Inc., BG Access to the site will be from De Pauw Street and no construction of access roads will be required. The borings will be back filled with slurry and the spoils will be removed from the site. The site will be cleaned and left in work marked condition. City approved Right of Entry will be signed by the Buyer and or Buyer's Representative before the beginning of the work. If contaminated soils are encountered, contaminated soils protocol, including a health and safety plan, site monitoring and sampling shall be initiated. Cuttings must be drummed, classified and properly disposed of. This work shall be done at the Buyer's expense. The consultant shall notify Robert Hancock of the City of Los Angeles, Bureau of Engineering, Geotechnical Engineering Group at (213) at least two (2) working days before the start of work so that gates can be opened. Logs of borings will be provided to the Geotechnical Engineering Group within two (2) weeks after the completion of drilling. A representative from GEO may be on site to observe any Work on the Property. If any soil samples are taken from the Property, the soils samples must be divided to give GEO a portion of the sample sufficient for conducting any tests the Consultants are proposing to conduct. 3.3 This Permit does not confirm any authority to Consultants to engage in any prohibited or regulated activity. The Buyer must ensure that Consultants will conduct their Work in full conformity with all laws, ordinances, and requirements of all governmental authorities. All approvals, permits, or licenses required by law or regulation must be obtained from the proper agencies. Any Work done by Consultants must be of no expense to the City. Any violation of this Section may cause revocation of this Permit, along with any remedies allowed by law. 3.4 After any Work is completed, the Consultants must repair any adverse condition on the Property created as a result of the Work, subject to review and approval of GEO. 3.4.a 3.4.b If the Consultants fail to fill the excavated borings with slurry, as required by GEO, then the City will request that the Buyers ensure that their Consultants do so within five (5) calendar days of a written request from the General Manager. If the Consultants fail to do so within said time period, then GEO may fill the excavated borings with slurry and take other means it deems appropriate to repair any adverse condition on the Property created as a result of the Work. Buyer agrees to pay for all expenses to fill the excavated borings with slurry and take other means GEO deems appropriate to repair any adverse condition on the Property created as a result of the Work. Page 2 of6

32 3.5 Buyer's covenant and agree to pay in full for all materials joined or affixed to the Property and to pay full all persons who perform labor upon the Property, and not to permit or suffer any mechanic's or material man's lien of any kind or nature to be enforced against the Property for any Work at the instance or request or on behalf of Buyer; and Buyer agrees to indemnify, hold harmless and defend, with counsel acceptable to City, and its officers, agents, civil servants and employees against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in any way connected with or growing out of such Work, labor performed or materials furnished on behalf of Buyer prior to Closing. Section 4 Hours for Permit. The Buyer and his Consultants have permission to enter onto the Property and conduct any Work between the hours of 7:00AM to 6:00PM, Monday through Friday, excluding City Holidays, during the term of this Permit. Section 5 Designees. Security. 5.1 The Buyer is required to provide the General Manager prior to the commencement of Work a written list of names of people who will be authorized to access the Property and those who are qualified to conduct the proposed Work. 5.2 The Buyer is responsible for providing security on the Property while he or his Consultants are on it to ensure that unauthorized persons do not access the Property. The Buyer must ensure that the Property is safe while accessing the Property. Section Insurance. Buyer must cause its Consultants to provide and maintain general liability insurance in an amount not less than $1,000,000 Combined Single Limit per occurrence and $2,000,000 general liability providing coverage for the Property and any Work contemplated under this Permit. Evidence of such insurance shall be on an Insurance Industry Certificate of Insurance (such as an ACORD Certificate) and an additional insured endorsement naming the City as an Additional Insured. Evidence of such insurance shall be on City's General Liability Special Endorsement form and should provide coverage for the Property and any Work contemplated under this Permit and any contractual, personal injury and fire liability. 6.2 Any Consultants entering onto the Property must carry Professional Liability. Insurance having a dollar amount of not less than $1,000,000 per occurrence, combined single limit. If any vehicles will be driven onto the Property, the driver or the company employing the driver, must carry Automobile Liability Insurance in an amount not less than $1,000,000 per occurrence, combined single liability insurance. If any employee of a company or agent enters the Property, then the agent must carry Employer's Liability Insurance of not less than $500,000 per accident or self-insurance program satisfactory to the City's Office of the City Administrator, Risk Management Division. Page 3of6

33 6.3 Workers' Compensation. By signing this Permit, the Buyers hereby certify that they are aware of the provisions of Sections 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and that it will cause its Consultants to comply with such provisions at all such times as they may apply during the Term of this Permit. A Waiver of Subrogation in favor of the Coty is required. 6.4 Additional Insured. The Buyer agrees that the City, its boards, officers, agents and employees must be included as Additional Insured in all General Liability Insurance required herein. 6.5 Notice of Change in Insurance. All insurance policies required under this Permit must expressly provide that such insurance must not be canceled or materially reduced in coverage or limits except after thirty (30) days written notice, (1 0 days for non-payment of premium) by receipted delivery has been given to City Administrative Officers, Risk Management, City Hall East, Room 1240, 200 North Main Street, Los Angeles, California Effective time period This Right of Entry Permit shall not take effect until evidence of all insurance required under this section (Section 6) has been submitted to the City, copies of which are attached as Exhibit "C". Section 7 Indemnification Except for the active negligence or willful misconduct of the City, Buyer undertakes and agrees to defend, indemnify and hold harmless the City and any and all of City's boards, officers, agents, and employees from and against all suits and causes. of action, claims, losses, demands and expenses, including, but not limited to attorney's fees and cost of litigation, damage or liability of any nature whatsoever, that may arise out of or in connection with this Permit or the use of the Property by the Buyers, their designees, employees, Consultants or any other person on the Property. The obligations set forth in this indemnification section will survive the expiration of this Permit. Section 8 No Interest in Prooertv The Buyer acknowledges that this Permit does not create any interest in real property. Section 9 Costs and Expenses The Buyer agrees to bear all costs and expenses related to this Permit, including but not limited to all Work, environmental, geological, physical, engineering, financial, and feasibility investigations, reports and analyses and other analyses or activities performed by or for the Buyers in connection with any activities and negotiations related to this Permit. Section 10 Notices Whenever any notice, demand, or request is required or permitted under this Permit, such notice, demand, or request must be in writing and addressed and delivered as provided in the Notices Section of the Purchase and Sale Agreement/Escrow Instructions. Page 4 of6

34 Section 11 Assignment Prohibited This Permit may not be assigned by the Buyer, in whole or in part, without the prior express written consent of the General Manager. Section 12 Governing Law This Permit is governed by and construed in accordance with the laws of the State of California; venue will lie in the City of Los Angeles. Section 13 Counterparts This Permit may be executed in counterparts, each of which will be deemed to be an original, and all of which together constitute one and same Permit. IN WITNESS WHEREOF, the Parties hereto have caused this Permit to be executed for. themselves or by their respective officers thereunto duly authorized, as of the date of the Opening of Escrow. Page 5 of6

35 CITY: APPROVED AS TO FORM: CARME. N A.. TRUTAN. ~. C~ CITY ATT_?~ s BY: %wt i ~ CITY OF LOS ANGELES, a municipal Corporation, acting by and through its Department of Ge,=~~ By: ~~~~rwa;:~~ TON M. R STER, GENERAL MANAGER 'bepartment of General Services ATTEST: BUYER: JUNE A. LAGMA Y, CITY CLERK.,rk;;~ Date: ra_l?ltr 1 I (!.-/iff1f;:, ADDRESS: Junaluska Way, Pacific Palisades, CA Date: S: 23. I/ ' Page 6 of6

36 EXHIBIT "A" LEGAL DESCRIPTION LOT 19, IN BLOCK 19, TRACT NO IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 125, PAGES 55 TO 1:S INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET BUT WITHOUT THE RIGHT OF SURFACE ENTRY, RESERVED BY DEED RECORDED MARCH 8,1985 AS INSTRUMENT NO THROUGH OFFICIAL RECORDS. Searched by: Jose L. Ramirez Checked by ~. 7,4J'.4Y ;e. 0 z.a:j 9 DEPARTMENT OF GENERAL SERVICES ASSET MANAGEM NT QIVISION BY!:~l ~~~~

37 EXHIDIT "B" BYER GEOTECHNICAL, INC. White Picket Fence, Inc h Street, Suite 203 Santa Monica, California PROPOSAL May6,2011 PR11095 Attention: Sheryl Schey Subject Proposal to Perfonn a Geologic and Soils Engineering Exploration Proposed Three Residences Lots 13, 14, and 19, Block 19, Tract , 15241, and De Panw Street Pacinc Palisades, California. 1. INTRQDUCTION As requested by Sheryl Schey, Byer Geotechnical, Inc., is submitting this proposal to perfonn a geologic and soils engineering exploration on the subject property. This proposal follows a site observation by Jqhn W. Byer of Byer Geotechnical, research a:nd review of our files, aerial photographs, and regional topographic and geologic maps of the area, and consultation with Scheryl Schey and Eitan Shacham. The preliminary sketch provided by Sheryl Scheyw~ considered in the preparation of this proposal. The professionals at Byer Geotechnical have been practicing in southern California for over 40 years and are very familiar with the geologic conditions affecting the properties. The J. Byer Group provided seivices a:nd consultation to the Department of Recreation and Parks during the grading for Potrero Canyon Park. The subject properties are at the top of a buttress fill placed in the 1990s to support the slopes flanking Potrero Canyon East Chevy Chase Drive, Suite 200 Glendale, California tel tax

38 May6,20ll PR Page2 2. SQOPE OF EM:PWYMENT It is our understanding that the proposed project consists of constructing three single-family residences with basements on the three lots. Decks or retaining walls are tentatively planned along the eastern portions of the lots, along the top of the descending slopes. Geotechnical issues to be evaluated include the dis!ribution. and characteristics of the earth materials underlying the site. Foundation loads are expected to he light The properties are mapped by the California Geological Survey within a Zone of Required Investigation for earthquake-induced landsliding. It is proposed to explore the site ~th the aid of a hollow-stem auger drill rig and field geologic mapping. Three borings up to 50 feet deep are planned for the exploration on Lots 13 and 14, and two borings on Lot 19. Bulk and undisturbed samples of the earth materials will be collected from the borings and returned to our soils laboratory for testing and analysis. It is our understanding that White Picket Fence, Inc., will backfill the borings with slurry immediately after their completion, and White Picket Fence, Inc., will properly dispose of the spoils. Upon completion of the exploration and testing; a formal report Win be prepared that contains recommendations for design of grading plans, foundations, retaining walls, temporary and permanent slopes, and drainage control. The report will also contain reco:imnendations for seismic design; and will be suitable for use by the City of Los Angeles building department, your architect, structural engineer, and contractor. 3. PHASE I- FEES AND TIME TO COMPLETE Prior to starting exploration, Byer Geotechnical will mark the boring locations with whitepeint and call Underground Service Alert to locate any utilities that may be present below the site. Please provide any information you have concerning the locations of utilities, easements, and basements. Exploration can begin within five days of receipt of your authorization andreteiner at our office. The report can be ready within 20 days following the field worlc, provided we have the preliminary plans and a topographic survey of the property. BYER GEOTECHNICAL, INC East Chevy Chese Drive, Suffe 200 Glendale, California tel fax

39 May6, 2011 PR Page3 Byer Geotechnical's fee for this project is $12,000.00, which includes the cost of the drill rig rentat A retainer fee of $6, should be sent to our office, along with both copies of the enclosed agreement The balance of the fee is due upon presentation of the report. You will be furnished with four hard copies of the report for filing with the governmental agency. An electronic version will be provided via to your project team. 4. PHASE II -POST REPORT FEES Phase I fees quoted for the exploration and report do not include Phase II fees necessary to prepare addenduin reports, attend meetings, and review and sign plans. Additional fees will be charged for building-code required site visits and reports, which include bottom excavations prior to placing fill, compaction of fill, subdrain placement, compaction reports, pile illspection reports, and foundation excavations. Construction related fees are billed at our current hourly rates shown on the enclosed "Fee Schedule." Byer Geotechnical has geologists, engineers, soil technicians, and deputy grading inspectors available on 24 hours' notice. 5. AUIHORIZAIION If the fue estimate and the terms of this proposal are acceptable to you, we. can schedule the exploration upon written au1;horization. The enclosed Agreement with Terms and Conditions should be read, each of the-first three pages initialed, and the last page signed by the owner or authorized agent. Please return both ORIGINAL copies of the Agreement with Terms and Conditions along with the retainer. A signed copy wiii be returned to you. The Terms and Conditions of this proposal and the Agreement can be negotiated with Byer Geotechnical. The proposed fee estimate is valid for 90 days. After that time, this proposal may be reviewed and revised by Byer Geotechirical.. BYERGEOTECHNICAL, INC East Chevy Chase Drive, Suite 200 Glendale, California lel fax

40 May6,2011 PR.ll095 Page4 Thank you for selecting. Byer Geotechnical to offer this proposal on your project. Any questions regarding the scope of work or the terms of this proposal should be directed to the undersigned. Very truly yours, BYERGEOTEC~INC... -) "?.;,. ~~ '""'.:;; / /. <- -- -!...-/ ~ e Cugn;-- President GC:mh S:IFINALII'i<OPOSAL\ll095_Whli>_Pickct_Feoce_P"'PP'~ wpd Enc: Agreement with Terms and Conditions (2 Copies) Fee Schedule xc: (1) Addressee ( ) LIST OF REGISTERED PROFESSIONALS AS RI!:G1UIRE:D SY STATE: L.AW, BYE:R!3E:CTE:CHNICAL, INC,, IS PRCVIDIN13 THE: NAME:S AND RE:131STRAT!CN NUMSI!:R5 CF' CUR LICENSE:C 13E:CLCGISTS AND EN13INE:E:RS, John W. Byer, P.G. 2780, C.E.G. 883 Raffl S. Babayan, P.E James E. Tucker, P.G Peter Kilbury, P.G. 7601, C.E.G Roberti. Zv\lelgler, P.G. 3877, C.E.G. 1210, R.C.E , G.E Giuseppe Cugno, P.G. 5533, C.E.G. I 804 Hans Hoe!<, P.G. 8596, C.. E.G BYER GEOTECHNICAL, INC East Chevy Chase Drive, Suite 200 Glendale, Celifomia te fax

41 City of Los Angeles Mail- DePauw Soils Testing Map Page 1 of2 De Pauw Soils Te1lt!ng Map - ;:;~..;~~-.-;_~~.~-;_,~:~--+..,_ ~---~ :,,._:;.,:::,_:;;,; -:: ::'''\,~ :,''I i ' BYER -GEOTECHNICAL INC E. Chevy Chase Dr., Suite 200, Glendale, CA (818) TeL (818) Fox PROPOSED BORING LOCATION MAP BG 2134!! WHITE PICKET FENCE, INC, GEOLOGIST: CLC SCALE: 1" = 100'...

42 EXHIBIT "C" DATE {MM/00/YYYY) AeRo CERTIFICATE OF LIABILITY INSURANCE I 06/01/2011 ~~~T;;,7;~ ;~v;~~is Nrg;uAE~~~~:T;~~~ V c~ro~egatively';.~~~~~ E~~~ND OR AL :e~ ~;~T;O~~~~GTEH~FFORDED ~~ THE POLl~~~~ BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. '. lithe i, holder is an M~~.. v.. AL the must be If "vo<is ', subj.ectto the may require an.endorsement. A statement on this certificate does not confer rights to the ten~~ ~n~ holder In iieu of 5 ~~~~~~~!_certaln PRODUCER DARRELL GLENN TAYLOR 912 N HOLLYWOOD WAY ~:=rre:l Ta~lo~ I I [A\~. No)' NAJC# BURBANK>: CA '"""""" : AMCO '"'"'"nco i INSURED Byer Geotechnical, Inc INSURER B' I 1 'Mutual E. Ch~vy Chase Dr. #200 I ONSURERC' i I I INSURER 0 ' " i ; at Lloyd's London (IL) I <E, Glendale CA IINSURERF' ' COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WI: TYPE OFI POLICY NUMBER LIMI1 GENERAL LIABILITY <? nnn non ~ X I GENERAL UABIUTY I s3ooooo I CLAIMS-MADE 0. IY IN OCCUR e,, ooo p rnoo)!s5000 A IAOVONJURY~ I,: ~ A c- ~-~OLICY n ~r?: '"n ::: $ - ~ I LIABILITY Ni Nl ANY AUTO ALL OWNED [K SCHEDULED AUTOS AUTOS ><vc 10 [11/29/2011 OONORAO COMP/OP AGG ~ ""'""' $ C8:: ''"''"'' $ NON OWNED $ HIRED AUTOS t-- AUTOS ; X ' LIAB pj OCCUR l'y. I,. I.1 N EACH $ 1 111/29/2011 $' ' 1 I co o ' I OED I ~ J::N[ $ tfj b ANY I I I E.L, EACH' s1nnn nnn N/A N IEIG 1. >4v ' ' '"NHI. I E.L DISEASE. FA FMPO OYEE 's1.nnn nnn l "'" I 'Oolow I E.L OISEASE. POLICY LIMIT I s1. f-ol LIABILITY IN: Ni / /17/2011 f~~claim 1,000,000 '"TE 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks S~hedule,lf more space Is required) RE: ARTISAN PACIFIC HOMES, INC., DEPAUW ST., PACIFIC PALISADES, CA. JOB# BG21350, THE CITY OF LOS ANGELES IS NAMED AS ADDITIONAL INSURED WITH RESPECT TO GENERAL LIABILITY..XI I $ CERTIFICATE HOLDER CANCELLATION City of Los Angeles and all of its Agencies, Boards and Departments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 200 North Main Street ACCORDANCE WITH THE POLICY PROVISIONS. City Hall East, Suite 1240 Los Angeles CA ACORD 25 (201 0/05) AUTHORIZED REPRESENTATIVE Darrell Taylor c ACORD CORPORATION. All <1ghts reserved. The ACORD name and logo are registered marks of ACORD