1
EXHIBIT 10.5
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made and entered into as of the 16th day of April 1997, by and
between XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY, a Massachusetts
corporation, having its principal address c/o The Real Estate Investment Group,
Xxxx Xxxxxxx Xxxxx, X.X. Xxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter
"Seller"), and PACIFIC GULF PROPERTIES INC., a Maryland corporation having an
office address at 000 Xxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000-0000 (hereinafter "Buyer").
WITNESSETH THAT:
WHEREAS, Seller is the owner of the premises known as the Xxxx Xxxxxxx
Warehouse and located at 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx, containing
approximately 529,781 square feet of land improved with a building containing
approximately 263,045 square feet of space ("the Premises"), more particularly
described on Exhibit A attached hereto and made a part hereof; and
WHEREAS, Buyer desires to purchase the Premises and acquire possession
thereof in accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth the parties hereto mutually agree as follows:
1. Purchase Price. The Premises are to be sold to Buyer for the sum of
Eight Million Seven Hundred Fifty Thousand dollars ($8,750,000.00) ("the
Purchase Price"), which Buyer shall pay to Seller on the Date of Closing
through an escrow with the Title Company by wiring immediately available
Federal funds to such bank account as may be designated by Seller.
2. Deposit. Buyer shall deposit with the Title Company the sum of
$100,000.00 by official bank cashier's check, within two business days
after the last party's execution of this Agreement and delivery of a
fully executed original to the other party, as a good faith deposit
(hereinafter, said deposit and such interest as is earned thereon shall
be referred to as "the Deposit"), which Deposit shall be disposed of in
the manner herein provided. If Buyer performs all of its obligations
under this Agreement, the Deposit shall either be applied against the
Purchase Price or returned by Seller to Buyer on the Date of Closing, as
hereinafter provided. If Seller shall be unable to deliver title and
possession, as hereinafter provided, or if Buyer shall fail to perform
any of its agreements hereunder, the Deposit shall be disposed of in the
manner hereinafter provided.
3. Closing. Subject to the provisions of this Agreement, the deed
shall be delivered at 10 o'clock A.M., Seattle time, on May 20, 1997
("the Date of Closing") (subject to section 4, second paragraph,
hereof), at the offices of a Transnation Title Insurance Company,
Seattle, Washington ("the Title Company"), unless otherwise agreed upon
in writing.
4. Buyer's Review. Buyer shall have until 5 o'clock P.M., Seattle
time, on May 9, 1997 ("the Review Period"), (a) to obtain and review a
commitment for title insurance and a survey; (b) to make or have made
such reasonable non-destructive inspections as it desires of the
Premises, including, without limitation, the interior, exterior, and
structure of all improvements, and the condition of soils and
subsurfaces; and (c) to review all of Seller's financial records (other
than Seller's internal financial records) relating to the Premises. All
such items shall be obtained and reviewed at Buyer's sole cost and
expense, except as otherwise expressly provided herein. Any matters not
objected to in writing as herein provided shall be deemed waived. On or
before the last day of the Review Period, Buyer may, in its sole
discretion, give to Seller either notice that it has waived all possible
objections and will proceed to Closing ("Notice of Closing"), notice
that it has waived all objections other than title objections specified
in such notice, and will proceed to Closing subject to Seller's cure of
the designated title objections ("Conditional
2
- 2 -
Notice of Closing"), or notice that this Agreement is terminated ("Notice of
Termination"). If Buyer fails to give either Notice of Closing or Conditional
Notice of Closing by the end of the Review Period, Buyer shall be deemed to
have given Notice of Termination. Upon Buyer's giving of Notice of Closing,
pursuant to either this paragraph or the following paragraph, or upon Seller's
cure of Buyer's objections, as provided in the following paragraph, the Deposit
will become nonrefundable, except in the case of Seller's default hereunder.
If Buyer gives Conditional Notice of Closing, the Closing shall be
postponed as set forth in this paragraph, and Seller shall have until 2 o'clock
P.M., Seattle time, on May 30, 1997 ("Seller's Response Date"), to respond to
the title objections in Buyer's Conditional Notice of Closing. If Seller agrees
to and does correct all title defects set forth in Buyer's Conditional Notice
of Closing, Seller shall so notify Buyer, and the Closing shall be held on the
tenth day after Seller gives notice to Buyer either that all such defects have
been corrected or that they will be corrected at the Closing. If Seller is
unwilling or unable to correct to Buyer's satisfaction all such defects
(provided that correction of defects objected to in the title commitment or
survey may be accomplished either by removing such defects or, with the express
consent of Buyer, by arranging for the title insurance policy to insure over
such defects; and provided further that Seller may use the Purchase Price or
any portion thereof to cure any such defects which may be cured by instruments
recorded on the Date of Closing), Seller shall, at any time on or before
Seller's Response Date, so notify Buyer, provided that if Seller fails to give
such notice, Seller shall be deemed to have notified Buyer that Seller is
unwilling or unable to cure all defects to which Buyer has objected. Buyer
shall, on or before the tenth day after Seller's notice, in its sole
discretion, either (i) notify Seller that it shall waive said defect(s) and
proceed the closing, as set out in section 3 hereof ("Notice of Closing"), in
which case the Closing shall be held on the tenth day after Buyer's notice, or
(ii) give Notice of Termination, provided that if Buyer fails to give such
notice, Buyer shall be deemed to have given Notice of Termination. If any day
specified in this paragraph falls on a holiday in King County, Washington, that
day shall automatically be continued to the next business day in said county.
Upon Buyer's actual or deemed giving Notice of Termination, the Deposit
shall be refunded and this Agreement shall become null and void, and neither
party shall be liable to the other for damages or otherwise, except as
otherwise expressly provided herein.
5. Condition of Premises. Except for express warranties in this Agreement or in
any of Seller's Closing Documents, Buyer and Seller agree that Buyer is
acquiring the Premises and any related personal property in their "AS IS"
condition, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR
IMPLIED. Except for express warranties in this Agreement or in any of Seller's
Closing Documents, neither Seller nor any agents, representatives, or employees
of Seller have made any representations or warranties, direct or indirect, oral
or written, express or implied, to Buyer or any agents, representatives, or
employees of Buyer with respect to the condition of the Premises or personal
property, their fitness for any particular purpose, or their compliance with
any laws, and Buyer is not aware of and does not rely upon any such
representation to any other party. Buyer acknowledges that the Purchase Price
might be higher if Buyer were not acquiring the Premises and personal property
in "as is" condition. Buyer acknowledges that it either has had or will have
before the Date of Closing the opportunity to make such inspections (or have
such inspections made by consultants) as it desires of the Premises and personal
property and all factors relevant to their use, including, without limitation,
the interior, exterior, and structure of all improvements, and the condition of
soils and subsurfaces (particularly with respect to the presence or absence of
hazardous substances).
3
- 3 -
After its inspections are completed, Buyer shall restore the Premises
and personal property to their condition prior to Buyer's inspections. Buyer
agrees to indemnify Seller for all claims or damages arising out of Buyer's
inspections, including, without limitation, claims for personal injury or
property damage, and including all costs and attorneys' fees. The obligations
in this paragraph shall survive the Closing or the termination of this
Agreement for any reason, including without limitation pursuant to section 4,
9, or 14 hereof.
Except for breaches of express warranties set forth in this Agreement or
in any of Seller's Closing Documents, Buyer hereby releases Seller and its
agents, representatives, and employees from any and all claims, demands, and
causes of action, past, present, and future, that Buyer may have relating to (i)
the condition of the Premises and the personal property at any time, before or
after the Date of Closing, including, without limitation, the presence of any
hazardous substance, or (ii) any other matter pertaining to the Premises or the
personal property. This release shall not apply to any action brought by a
governmental entity or a third party, without the instigation of Buyer, in which
action Buyer may file a third-party or similar claim against Seller. This
release shall survive the Closing or the termination of this Agreement for any
reason.
Seller shall deliver possession to Buyer, subject to the matters set
forth in section 7(a)(1) hereof, not later than the Date of Closing, provided
that all the terms and conditions of this Agreement have been complied with.
Seller until the Date of Closing shall maintain, repair (subject to section 9
hereof), manage, and operate the Premises in a businesslike manner in
accordance with Seller's prior practices; shall comply with its contractual
obligations as owner of the Premises; shall maintain the types and amounts of
insurance that are in force on the date of execution hereof; shall not enter
into any new leases or other contracts that will be binding Buyer after Closing
without the prior express written consent of Buyer; and shall not dissipate the
Premises or remove any material property therefrom, except in the ordinary
course of business. Seller's agreement with the on-site property manager shall
be terminated as of the Date of Closing.
5.A Representations and Warranties. (a) Seller represents and warrants to
Buyer as follows:
(1) Seller is an insurance company, duly organized, validly existing, and in
good standing under the laws of the Commonwealth of Massachusetts and the State
in which the Premises are located.
(2) Subject to section 5B(b) hereof, Seller has all requisite power and
authority to execute and deliver this Agreement and to carry out its
obligations hereunder and the transactions contemplated hereby. This Agreement
has been, and the documents contemplated hereby will be, duly executed and
delivered by Seller and constitutes the Seller's legal, valid, and binding
obligation enforceable against Seller in accordance with its terms. The
consummation by Seller of the sale of the Premises is not in violation of or in
conflict with, nor does it constitute a default under any term or provision of,
the organizational documents of Seller, or any of the terms of any agreement or
instrument to which Seller is a party, or by which Seller is bound, or any
provision of any applicable law, ordinance, rule, or regulation of any
governmental authority or any provision of any applicable order, judgment, or
decree of any court, arbitrator, or governmental authority.
(3) Except as listed on Exhibit B hereto, Seller has not received, with
respect to the Premises, any notices from (i) any governmental agency of any
violations of building codes and/or zoning ordinances or other governmental
laws, regulations, or orders, (ii) any governmental agency of any pending or
threatened condemnation proceedings, or (iii) any party of pending or
threatened litigation affecting the Premises in any way. To the best of
Seller's knowledge, there are no pending or threatened condemnation proceedings
or pending or threatened litigation affecting the Premises.
4
- 4 -
(4) Seller has received no notice of the presence of any, and to the
best of Seller's knowledge there are no, hazardous substances, as
defined by the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), 42 USC Section 9601(14), pollutants
or contaminants, as defined in CERCLA, 42 USC Section 9601(33), or
hazardous waste, as defined by the Resource Conservation and Recovery
Act ("RCRA"), 42 USC Section 6903)5), or other similar applicable
federal or state laws and regulations, including, but not limited to,
asbestos and PCB's, at the Premises, except as set forth in the report
prepared by Xxxx Xxxxxxx, Inc., and dated December 14, 1989, and except
for minor amounts of substances customarily used in the maintenance of
properties similar to the Premises and used and maintained in accordance
with applicable laws.
(5) There are no unrecorded contracts for services at the Premises which
will be binding upon Buyer after Closing.
(b) Buyer represents and warrants to Seller as follows:
(1) Buyer is a corporation, duly organized, validly existing, and in
good standing under the laws of Maryland and the State in which the
Premises are located.
(2) Subject to approval of this Agreement by Buyer's internal committees
on or before the last day of the Review Period, Buyer has all requisite
power and authority to execute and deliver this Agreement and to carry
out its obligations hereunder and the transactions contemplated hereby.
This Agreement has been, and the documents contemplated hereby will be,
duly executed and delivered by Buyer and constitutes its legal, valid,
and binding obligation enforceable against it in accordance with its
terms, and the consummation and performance by Buyer of the transactions
contemplated herein will not result in a violation of or be in conflict
with or constitute a default under any term or provision of the
organizational documents of Buyer, or any of the terms of provisions of
any agreement or instrument to which it is a party, or by which it is
bound, or of any term of any applicable law, ordinance, rule or
regulation of any governmental authority or of any term of any
applicable order, judgment, or decree of any court, arbitrator, or
governmental authority.
(3) Neither Buyer nor any affiliate of Buyer has at this time, nor has
it exercised during the immediately preceding year, any authority to
appoint or terminate Seller as manager of the assets of any pension
plan, or to negotiate other terms of Seller's management agreement on
behalf of any pension plan.
(c) The above-stated representations and warranties will survive
the Closing for a period of one year, before the expiration of which the
party claiming a breach must given the other party written notice,
stating with specificity the representation and warranty as to which a
breach is claimed and the facts upon which such allegation is based, and
any representation and warranty not specified in such notice shall
expire. Buyer acknowledges that Seller has maintained no employees at
the Premises and that the Premises have during Seller's ownership
thereof always been managed by a third-party manager, and that Seller
has relied upon such manager for knowledge and notice. The words "to the
best of Seller's knowledge" in this section 5A mean to the actual
knowledge of Xxxxx Xxxxxx and Xxxx Xxxxxxxx, the two employees of Seller
who are most familiar with the Premises and who have had the most
contact with the management company.
5B. Conditions Precedent. (a) Representations and Warranties. Each
party's obligation to close hereunder shall be conditioned upon the
truth in all material respects as of the Date of Closing of the other
party's representations and warranties set forth in section 5A above. If
on the Date of Closing a representation and warranty is not true, and
such representation and warranty either was not true on the date of this
Agreement, or was true on the Date of this Agreement but has become
untrue as a result of a breach of this Agreement by the party making the
representation hereunder, the other party may either seek its remedy
pursuant to
5
- 5 -
section 14 hereof, waive this condition and proceed to Closing, or terminate
this Agreement by notice to the representing party. If on the Date of Closing a
representation and warranty is not true, and such representation and warranty
was true on the date of this Agreement and has become untrue not as a result of
a breach of this Agreement by the representing party, the other party may
either waive this condition and proceed to Closing or terminate this Agreement
by notice to the representing party. Upon the representing party's receipt of
notice of termination pursuant to this section 5B(a), the Deposit shall be
refunded and this Agreement shall terminate, and neither party shall be liable
to the other for damages or otherwise except as otherwise expressly provided
herein.
(b) Seller's Approvals. Seller's obligation to close hereunder shall be
conditioned upon the approval of this transaction by Seller's internal
committees. If on or before the last day of the Review Period Seller has not
notified Buyer that such approval has been granted, such approval shall be
deemed not to have been granted, and the Deposit shall be refunded and this
Agreement shall terminate, and neither party shall be liable to the other for
damages or otherwise except as otherwise expressly provided herein.
6. Adjustments and Prorations. All taxes, including, without limitation, real
estate taxes and personal property taxes, charges for utilities, including
water, sewer, and fuel oil, and for utility services, maintenance services,
maintenance and service contracts, all operating costs and expenses (but not
including Seller's corporate overhead), and all other income, costs, and
charges of every kind which in any manner relate to the operation of the
Premises (but not including insurance premiums) shall be prorated to the Date
of Closing. If the amount of said taxes or assessments is not known on the Date
of Closing, they shall be apportioned on the basis of the amounts for the
preceding year, with a reapportionment as soon as the new amounts can be
ascertained. If such taxes and assessments shall thereafter be reduced by
abatement, the amount of such abatement, less the reasonable cost of obtaining
the same, shall be apportioned between the parties, provided that neither party
shall be obligated to institute or prosecute proceedings for an abatement
unless otherwise agreed. Buyer shall be responsible for all payments due after
the Date of Closing of any assessments or notice of assessments made after the
date of execution hereof for any public improvement, provided Buyer takes title
hereunder. Any deposits on utilities paid by Seller and refunded by the utility
company shall be returned to Seller. On the Date of Closing, Seller shall
deliver to Buyer all inventories of supplies on hand at the Premises owned by
Seller, if any, at no additional cost to Buyer.
7. Closing Documents. (a) Seller's Deliveries. Conditioned upon performance by
buyer hereunder, Seller shall execute and deliver to Buyer at the Closing the
following documents ("Seller's Closing Documents"):
(1) Deed. A special warranty deed conveying marketable title to the
Premises subject to all building and zoning laws, ordinances, and State and
Federal regulations, real estate taxes not yet due and payable on the Date of
Closing, and all other title, survey, and other matters waived by Buyer in
accordance with section 4 hereof.
(2) Xxxx of Sale. A xxxx of sale, assigning and transferring to Buyer
all of the right, title, and interest of Seller in and to all tangible personal
property, if any, owned by Seller and located upon the Premises.
(3) Non-Foreign Certificate. A certification that Seller is not a
non-resident alien (a foreign corporation, partnership, trust, or estate as
defined in the Internal Revenue Code and Treasury Regulations promulgated
thereunder).
6
- 6 -
(b) Other Closing Documents. Each party shall deliver to the other
party or the Title Company such duly executed and acknowledged or verified
certificates, affidavits, and other usual closing documents respecting the
power and authority to perform the obligations hereunder and as to the due
authorization thereof by the appropriate corporate, partnership, or other
representatives acting for it, as counsel for the other party or the Title
Company may reasonably request.
8. Costs. Buyer shall pay the personal property transfer tax or use tax,
Buyer's attorneys' fees, the premium for any title endorsements or extended
coverage, the cost of any survey desired by Buyer, all due diligence costs, and
one-half of the Title Company's escrow fee. Seller shall pay the real estate
transfer tax, the premium for a standard owner's title insurance policy without
endorsements or extended coverage, one-half of the Title Company's escrow fee,
the attorneys' fees, if any, incurred by Seller in connection with this
transaction, and, upon the conveyance of the Premises to Buyer, the fee due the
Broker. All other closing costs shall be divided as is customary for commercial
property in King County, Washington.
9. Casualty or Condemnation. In the event that prior to the Date of Closing
either the improvements on the Premises are damaged or destroyed, in whole or
in part, by fire or other cause, or any portion of the Premises becomes the
subject of a condemnation proceeding by a public or quasi-public authority
having the power of eminent domain, then either (a) the parties shall proceed
with the transaction contemplated herein, in which event Buyer shall be entitled
to receive any insurance proceeds or condemnation awards, or (b) Buyer, at its
option, may terminate this Agreement by notice to Seller within ten (10) days
of Buyer's receipt of Seller's notice of such damage or proceeding, in which
case the Deposit shall be refunded, and thereafter neither party shall have any
further obligation or liability to the other by virtue of this Agreement,
except as otherwise expressly provided herein.
10. Insurance. Seller shall not be obligated to assign to Buyer any fire,
hazard, or liability insurance policies which it holds respecting the Premises,
and Seller shall have the right to any and all refunds or rebates resulting
from the termination of such policies.
11. Broker's Commission. Buyer and Seller each hereby warrants and represents
to the other that it has dealt with no broker or finder in connection with this
transaction except Colliers Xxxxxxxx Xxxxxxx International and Xxxxxx, Xxxxx &
Xxxxxxx ("the Broker"), and that it is not affiliated with the Broker in any
way Buyer and Seller each hereby agrees to indemnify and hold the other
harmless from and against any and all claims for brokerage or finder's fees or
other similar commissions or compensation made by any and all other brokers or
finders claiming to have dealt with the indemnifying party in connection with
this Agreement or the consummation of the transaction contemplated hereby. The
obligations in this section shall survive the Closing or the termination of
this Agreement for any reason, including without limitation pursuant to section
4, 9, or 14 hereof.
12. Seller's Performance. The acceptance of Seller's Closing Documents by Buyer
shall be deemed to be a full performance and discharge of every agreement and
obligation of Seller herein contained and expressed, except such as are, by the
terms hereof (including the representations and warranties, which survive to
the extent set forth in section 5A(c) hereof), to be performed after the
delivery of said instruments.
13. Recording Prohibited. This Agreement shall not be recorded with King County
Records or in any other office or place of public record. If Buyer shall record
this Agreement or cause or permit the same to be recorded, Seller may, at its
option, elect to treat such act as a default by Buyer under this Agreement.
7
- 7 -
14. Remedies. In the event Seller fails, without legal excuse, to complete the
sale of the Premises, Buyer's sole remedy, at law or in equity, shall be one of
either (a) the return of the Deposit to Buyer, together with reimbursement by
Seller of Buyer's actual third-party due diligence costs up to $20,000,
whereupon the obligations of Seller under this Agreement shall terminate; or
(b) the right to obtain specific performance of Seller's obligation to convey
the Premises pursuant to this Agreement, provided that in no event shall Seller
be obligated to cure the defects objected to by Buyer pursuant to Section 4
hereof. In no event shall any officer, director, employee, agent, or
representative of Seller have any personal liability in connection with this
Agreement or transaction.
In the event Buyer fails, without legal excuse, to complete the
purchase of the Premises, the Deposit shall be forfeited to Seller as the sole
and exclusive remedy available to Seller for such failure. Nothing in this
paragraph shall limit the express provisions of this Agreement obligating Buyer
to indemnify Seller or to restore the Premises, including Sections 5 and 11
hereof.
15. Assignment. This Agreement may not be assigned by Buyer without the express
written consent of Seller, which consent Seller may in its sole discretion
withhold, except that Buyer may, without Seller's consent, assign this
Agreement to a limited partnership of which Buyer (or a principal of Buyer) or
any parent or any wholly owned subsidiary of Buyer are the sole general
partners. No such assignment shall operate to relieve Buyer from any obligation
hereunder.
16. Waiver. No waiver of any breach of any agreement or provision contained
herein shall be deemed a waiver of any preceding or succeeding breach of any
other agreement or provision herein contained. No extension of time for the
performance of any obligation or act shall be deemed an extension of time for
the performance of any other obligation or act.
17. Time. It is agreed that time is of the essence of this Agreement.
18. Governing Law. This Agreement shall be construed under the laws of the
state in which the Premises are located.
19. Notices. All notices required or permitted to be given hereunder shall be
in writing and sent by overnight delivery service (such as Federal Express), in
which case notice shall be deemed given on the day after the date sent, or by
personal delivery, in which case notice shall be deemed given on the date
received, or by certified mail, in which case notice shall be deemed given
three (3) days after the date sent, or by fax (with copy by overnight service)
in which case notice shall be deemed given on the date sent, to the appropriate
address indicated below or at such other place or places as either Buyer or
Seller may, from time to time, respectively, designate in a written notice
given to the other in the manner described above.
To Seller: c/o The Real Estate Development Group
Xxxx Xxxxxxx Xxxxx, X.X. Xxx 000
Xxxxxx, XX 00000
Re: File No. PF-1344
Attention: Xxxx Xxxxxxxx
Fax No.: (000) 000-0000 or 3866
With Copy To: Xxxx Xxxxxxx Mutual Life Insurance Company
Law Department (T-50)
Xxxx Xxxxxxx Xxxxx, X.X. Xxx 000
Xxxxxx, XX 00000
Re: File No. PF-1344 (2127)
Attention: Xxxxxxx Xxxxxxx
Fax No.: (000) 000-0000 or 9269
8
- 8 -
To Buyer: Pacific Gulf Properties Inc.
000 Xxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx,
Senior Vice President
Fax NO.: (000) 000-0000
With Copy To: Xxxxxxx X. Xxxxxxxxx, Esq.
Alston, Courtnage, MacAulay & Xxxxxxx LLP
0000 Xxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000-0000
Fax No.: (000) 000-0000
20. Confidentiality. Neither party shall disclose the financial and
economic terms and conditions of the transaction contemplated herein
except as may be necessary in the ordinary course of its business (which
in Seller's case may include notice to its investors). All press
releases or other dissemination of information to the media, or
responses to requests from the media, for information relating to the
transaction contemplated herein shall be subject to the other party's
prior written approval; provided that, following the Closing, such
approval shall not be unreasonably withheld or delayed. The obligations
in this section shall survive the Closing or termination of this
Agreement for any reason.
21. Attorneys' Fees. In any action to enforce this Agreement, the
prevailing party shall be entitled to an award of its attorneys' fees.
22. Entire Agreement. This instrument, executed in duplicate, sets forth
the entire agreement between the parties and may not be canceled,
modified, or amended except by a written instrument executed by both
Seller and Buyer.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed the day and year first above written.
SELLER:
XXXX XXXXXXX MUTUAL LIFE INSURANCE
COMPANY
BY: /s/ XXXX XXXXXXXX
--------------------------------
Xxxx Xxxxxxxx
Investment Officer
BUYER:
PACIFIC GULF PROPERTIES INC.,
a Maryland corporation
BY: /s/ XXXXXX X. XXXXXXX
--------------------------------
Xxxxxx X. Xxxxxxx, EVP
--------------------------------
(name) (title)
/s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
9
DESCRIPTION:
THAT PORTION OF LOT 5 OF THE PLAT OF AUBURN "400" CORPORATE PARK, DIVISION II
AS RECORDED IN VOLUME 129 OF PLATS, PAGES 29 AND 30; AND
THAT PORTION OF XXX X XX XXXXX XXXX XX. XXX-00-0, ACCORDING TO THE SHORT PLAT
RECORDED UNDER KING COUNTY RECORDING NO. 0000000000, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 21 NORTH, RANGE 0
XXXX X.X., XXXX XXXXX ALSO BEING THE SOUTHWEST CORNER OF LOT 1 IN LOT LINE
ADJUSTMENT RECORDED UNDER RECORDING NO. 8803030157;
THENCE NORTH 00(degree)31'43" WEST, ALONG THE WESTERLY LINE OF SAID LOT D,
449.11 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTHEASTERLY 133.41 FEET ALONG, THE ARC OF A TANGENT CURVE TO THE RIGHT
HAVING A RADIUS OF 85.00 FEET, THROUGH A CENTRAL ANGLE OF 89(degrees)55'44" TO
A POINT OF TANGENCY;
THENCE NORTH 89(degrees)24'01" EAST, PARALLEL WITH SAID SOUTHERLY LINE OF LOT
1, A DISTANCE OF 270.14 FEET TO A POINT OF CURVATURE;
THENCE NORTHEASTERLY 39.24 FEET, ALONG THE ARC OF A TANGENT CURVE TO THE LEFT
HAVING A RADIUS OF 25.00 FEET, THROUGH A CENTRAL ANGLE OF 89(degrees)55'44";
THENCE NORTH 00(degrees)31'43" WEST 1,365.22 FEET TO THE MOST NORTHERLY CORNER
OF SAID LOT 1;
THENCE ALONG THE NORTH LINE OF SAID LOT 1 SOUTH 89(degrees)28'17" WEST, 380.00
FEET TO THE NORTHWEST CORNER THEREOF;
THENCE ALONG THE WEST LINE OF SAID LOT 1 SOUTH 00(degrees)31'43" EAST 1,475.56
FEET TO THE TRUE POINT OF BEGINNING;
(ALSO BEING KNOWN AS XXX 0 XX XXXX XX XXXXXX XXXXXXXX PROPERTY LINE CHANGE NO.
ALG-L09, ACCORDING TO THE INSTRUMENT RECORDED UNDER KING COUNTY RECORDING NO.
8803030157);
SITUATE IN XXX XXXX XX XXXXXX, XXXXXX XX XXXX, XXXXX XX XXXXXXXXXX.
EXHIBIT A
10
Exhibit B
Exceptions to Representations and Warranties
--------------------------------------------
None.
11
AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS AMENDMENT entered into as of May 16, 1997, by and between Xxxx
Xxxxxxx Mutual Life Insurance Company ("Seller"), having its principal address
c/o The Real Estate Investment Group, Xxxx Xxxxxxx Xxxxx, X.X. Xxx 000, Xxxxxx,
Xxxxxxxxxxxxx 00000, and Pacific Gulf Properties Inc. ("Buyer"), a Maryland
corporation having its principal address at 000 Xxx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000-0000:
WHEREAS, Buyer and Seller have heretofore entered into that certain
Purchase and Sale Agreement dated April 16, 1997 ("the Agreement") for the
purchase and sale of the premises known as the Xxxx Xxxxxxx Warehouse, located
at 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx, described more fully in the
Agreement; and
WHEREAS, the parties desire to amend the Agreement, as provided herein;
NOW THEREFORE, in consideration of the terms and conditions hereinafter
set forth, the sufficiency of which as consideration is hereby acknowledged,
Buyer and Seller agree to amend the Agreement as follows:
1. The Date of Closing, pursuant to section 3 of the Agreement, shall
be May 28, 1997.
2. All of the other terms and conditions of the Agreement not modified
or amended hereby, including without limitation section 17 thereof, shall
remain in full force and effect.
3. This Amendment may be executed in counterparts, which together will
constitute one original, and may be executed by fax.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the date and year
first above written.
XXXX XXXXXXX MUTUAL LIFE PACIFIC GULF PROPERTIES INC.
INSURANCE COMPANY
By: /s/ XXXX XXXXXXXX By: /s/ XXXXXX X. XXXXXXX
------------------------ -----------------------------
Xxxx Xxxxxxxx Xxxxxx X. Xxxxxxx
Investment Officer
