EXHIBIT 10.10
-------------
PURCHASE AND SALE AGREEMENT
(SACRAMENTO COUNTY PROPERTY)
DATED: August 7, 2003
BETWEEN: SCHNITZER INVESTMENT CORP.,
an Oregon corporation ("Seller")
AND: SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation ("Buyer")
Recitals:
---------
A. Seller owns the real property legally described on the attached Exhibit
A and improvements thereon located on Folsom Boulevard in Sacramento County,
California (the "Property"). Seller leases the Property to Buyer pursuant to a
Lease Agreement between Seller and Buyer dated September 1, 1988, as amended by
an Amendment to Lease dated February 8, 1995 (together, the "Lease"). The term
of the Lease expires on August 31, 2003.
B. Seller desires to sell the Property to Buyer and Buyer desires to
purchase the Property from Seller prior to the expiration date of the term of
the Lease, on the terms and subject to the conditions set forth in the Purchase
and Sale Agreement (the "Agreement").
Agreements:
-----------
In consideration of the promises of the parties set forth in this
Agreement, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1. PURCHASE AND SALE. Seller agrees to sell and Buyer agrees to purchase
the Property (together with all Seller's rights, privileges, and easements
appurtenant to the Property, including, without limitation all of Seller's
right, title, and interest in and to all minerals, oil, gas, and other
hydrocarbon substances on and under the Property, all development rights, air
rights, water, water rights, riparian rights, and water stock relating to the
Property and any rights-of-way or other appurtenances used in connection with
the beneficial use and enjoyment of the Property, and all of Seller's right,
title, and interest in and to all roads and alleys adjoining or servicing the
Property, all of Seller's interest in assignable continuing business licenses,
utility contracts, warranties, governmental approvals, building permits, and all
other intangible personal property relating to the Property, and Seller's right,
title, and interest in and to the Xxxxx bridge crane located on the Property) in
accordance with the terms, and subject to the conditions, set forth in this
Agreement.
2. PURCHASE PRICE. The purchase price of the Property is One Million Sixty
Four Thousand Nine Hundred Sixteen and no/100 Dollars ($1,064,916.00) (the
"Purchase Price").
-1-
The Purchase Price was determined by (a) multiplying $4.00 by the number of
square feet of land area of the Property, and (b) subtracting from such product
$150,000.00 due to the lack of potable water at the Property. The Purchase Price
shall be paid all in cash at closing, as described in Section 6 of this
Agreement (the "Closing").
3. TITLE. Seller has ordered and Buyer has received and approved of a
preliminary title report dated as of May 9, 2003, issued under order no.
NCS-28991-SC (the "Title Report") from First American Title Insurance Company at
0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000 (the "Title Company"). All
exceptions in the Title Report, the Prior Agreements, as defined in the Lease;
all liens, encumbrances, and other exceptions to title created or suffered by
Buyer; interests of tenants or other parties in possession; liens for real
estate taxes and assessments; the preprinted exceptions and exclusions set forth
in the Title Policy; and any other exceptions to title disclosed by the public
records which would be disclosed by an inspection and/or survey of the Property
(collectively, the "Conditions to Title") are approved by Buyer.
4. REPRESENTATIONS AND WARRANTIES.
4.1 BY SELLER. Seller represents and warrants the following to Buyer:
4.1.1 Seller is not a "foreign person" as defined in Section 1445
of the Internal Revenue Code of 1986, as amended (the "Code") and any related
regulations.
4.1.2 This Agreement (i) has been duly authorized, executed and
delivered by Seller, and (ii) does not violate any provision of any agreement or
judicial order to which Seller is a party or to which Seller is subject.
4.1.3 Seller has the power and authority to enter into this
Agreement and to perform its obligations hereunder.
4.1.4 Seller is duly formed, validly existing, and in good
standing under the laws of the State of Oregon.
Seller makes no, and hereby expressly disclaims, any representations and
warranties with respect to the Property, including with respect to the matters
(the "Disclosure Items") set forth in Schedule 1 attached hereto and made a part
hereof. Notwithstanding anything to the contrary contained in this Agreement or
in any document delivered in connection herewith, Seller shall have no liability
with respect to the Disclosure Items.
4.2 BY BUYER. Buyer represents and warrants the following to Seller:
4.2.1 This Agreement (i) has been duly authorized, executed and
delivered by Buyer, and (ii) does not violate any provision of any agreement or
judicial order to which Buyer is a party or to which Buyer or the Property is
subject.
4.2.2 Buyer has the power and authority to enter into this
Agreement and to perform its obligations hereunder.
-2-
4.2.3 Buyer is duly formed, validly existing, and in good
standing under the laws of the State of Oregon.
4.2.4 Buyer has had no contact with any broker or finder with
respect to the Property and Buyer has taken no action that may cause any broker
or finder to make any claim for a commission or other compensation related to
this transaction.
4.3 BUYER'S INDEPENDENT INVESTIGATION.
4.3.1 Buyer acknowledges that Buyer has been in possession of
most of the Property since 1973 and most of the remainder of the Property since
1994. Buyer agrees that it has been given a full opportunity to inspect and
investigate each and every aspect of the Property, either independently or
through agents of Buyer's choosing, including, without limitation:
(a) All matters relating to title, together with all
governmental and other legal requirements such as taxes, assessments, zoning,
use permit requirements and building codes.
(b) The physical condition and aspects of the Property,
including, without limitation, the interior, the exterior, the square footage
within the improvements of the Property, the structure, seismic aspects of the
Property, the paving, the utilities, and all other physical and functional
aspects of the Property. Such examination of the physical condition of the
Property includes an examination for the presence or absence of Hazardous
Materials, as defined below. For purposes of this Agreement, "Hazardous
Materials" shall mean inflammable explosives, radioactive materials, asbestos,
polychlorinated biphenyls, lead, lead-based paint, under and/or above ground
tanks, hazardous materials, hazardous wastes, hazardous substances, oil, or
related materials, which are listed or regulated in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42
U.S.C. Sections 6901, et seq.), the Resources Conservation and Recovery Act of
1976 (42 U.S.C. Section 6901, et seq.), the Clean Water Act (33 U.S.C. Section
1251, et seq.), the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.),
the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.),
the and Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.), the
California Hazardous Waste Control Law (California Health and Safety Code
Section 25100, et seq.), the Xxxxxx-Cologne Water Quality Control Act
(California Water Code Section 13000, et seq.), and the Safe Drinking Water and
Toxic Enforcement Act of 1986 (California Health and Safety Code Section
25249.5, et seq.) and any other applicable federal, state or local laws
(collectively, "Laws").
(c) Any easements and/or access rights affecting the
Property.
(d) All other matters of material significance affecting the
Property.
(e) BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER
IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL FAULTS"
BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY
KIND WHATSOEVER, EXPRESS
-3-
OR IMPLIED, FROM SELLER, ITS AGENTS, OR REPRESENTATIVES AS TO ANY MATTERS
CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (i) the quality, nature,
adequacy and physical condition and aspects of the Property, including, but not
limited to, the structural elements, seismic aspects of the Property,
foundation, roof, appurtenances, access, landscaping, parking facilities and the
electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities
and appliances, or the square footage of the land or the improvements of the
Property, (ii) the quality, nature, adequacy, and physical condition of soils,
geology and any groundwater, (iii) the existence, quality, nature, adequacy and
physical condition of utilities serving the Property, (iv) the development
potential of the Property, and the Property's use, habitability,
merchantability, or fitness, suitability, value or adequacy of the Property for
any particular purpose, (v) the zoning or other legal status of the Property or
any other public or private restrictions on use of the Property, (vi) the
compliance of the Property or its operation with any applicable codes, laws,
regulations, statutes, ordinances, covenants, conditions and restrictions of any
governmental or quasi-governmental entity or of any other person or entity,
(vii) the presence of Hazardous Materials on, under or about the Property or the
adjoining or neighboring property, (viii) the quality of any labor and materials
used in any improvements on the Real Property, (ix) the condition of title to
the Property, (x) any agreements affecting the Property and (xi) the economics
of the operation of the Property.
4.4 RELEASE.
4.4.1 Without limiting the above, Buyer on behalf of itself and
its successors and assigns waives its right to recover from, and forever
releases and discharges, Seller, Seller's affiliates, the partners, trustees,
beneficiaries, shareholders, members, directors, officers, employees and agents
of each of them, and their respective heirs, successors, personal
representatives and assigns (collectively, the "Seller Related Parties"), from
any and all demands, claims, legal or administrative proceedings, losses,
liabilities, damages, penalties, fines, liens, judgments, costs or expenses
whatsoever (including, without limitation, attorneys' fees and costs), whether
direct or indirect, known or unknown, foreseen or unforeseen, that may arise on
account of or in any way be connected with (i) the physical condition of the
Property including, without limitation, all structural and seismic elements, all
mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning
and other systems, the environmental condition of the Property and Hazardous
Materials on, under or about the Property, or (ii) any Law applicable to the
Property. Notwithstanding the foregoing, Buyer does not release Seller or any of
the Seller Related Parties from any fraud or intentional misrepresentation.
4.4.2 Buyer expressly waives the benefits of Section 1542 of the
California Civil Code, which provides as follows: "A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
4.5 SURVIVAL. The provisions of this Section 4 shall survive the
Closing. The covenants of the Lease, including, without limitation, the
indemnification obligations set forth in Section 18.1 of the Lease, shall
survive the termination of the Lease and shall be fully enforceable thereafter.
-4-
5. RISK OF LOSS. Buyer shall be bound to purchase the Property for the full
Purchase Price as required by the terms hereof, without regard to the occurrence
or effect of any damage to the Property or destruction of any improvements
thereon or condemnation of any portion of the Property, provided that all
insurance proceeds or condemnation awards collected by Seller as a result of any
such damage or destruction or condemnation shall be paid to Buyer at Closing.
However, if the proceeds or awards have not been collected as of the Closing,
then all such proceeds or awards shall be assigned to Buyer.
6. CLOSING.
6.1 ESCROW INSTRUCTIONS. Upon execution of this Agreement, Seller and
Buyer shall deposit an executed counterpart of this Agreement with the Title
Company, and this instrument shall serve as the instructions to the Title
Company as the escrow holder for consummation of the purchase and sale of the
Property in accordance with this Agreement. Seller and Buyer agree to execute
such reasonable additional and supplementary escrow instructions as may be
appropriate to enable the Title Company to comply with the terms of this
Agreement; provided, however, that in the event of any conflict between the
provisions of this Agreement and any supplementary escrow instructions, the
terms of this Agreement shall control. Seller and Purchaser hereby designate
Title Company as the "Reporting Person" for the transaction pursuant to Section
6045(e) of the Internal Revenue Code (the "Code") and the regulations
promulgated thereunder and agree to execute such documentation as is reasonably
necessary to effectuate such designation.
6.2 CLOSING. The Closing (which shall occur when the deed conveying
the Property to Buyer is recorded and the Purchase Price is disbursed to Seller)
shall be held and delivery of all items to be made at the Closing under the
terms of this Agreement shall be made at the offices of the Title Company on a
date mutually acceptable to Seller and Buyer, but no later than August 15, 2003
(the "Closing Date"). Such date and time may not be extended without the prior
written approval of both Seller and Buyer. In addition to the other conditions
set forth in this Agreement, Buyer's obligation to purchase the Property is
subject to the satisfaction, on or before the Closing Date, of each of the
following conditions:
6.2.1 At Closing, the Title Company shall have committed to issue
to Buyer the title insurance policy described in Section 6.4.2 of this
Agreement; and
6.2.2 Seller having complied with, fulfilled, and performed in
all material respects, each covenant, term, and condition to be complied with,
fulfilled, or performed by Seller under this Agreement.
6.3 DEPOSIT OF DOCUMENTS.
6.3.1 At or before the Closing, Seller shall deposit into escrow
the following items:
(a) a duly executed and acknowledged deed (the "Deed") in
the form attached as Exhibit B conveying the Real Property to Buyer subject to
the Conditions of Title;
-5-
(b) an affidavit pursuant to Section 1445(b)(2) of the Code,
and on which Buyer is entitled to rely, that Seller is not a "foreign person"
within the meaning of Section 1445(f)(3) of the Code;
(c) a Form 593-W from Seller certifying the information
required by xx.xx. 18662 of the California Revenue and Taxation Code and the
regulations issued thereunder to establish that the transaction contemplated by
this Agreement is exempt from the tax withholding requirements of such
provisions (the "California Certificate"); and
(d) an assignment to Buyer of any claims and causes of
action against any third parties, if any, arising out of or relating to
defective design, defective construction, or other physical defects (including,
without limitation, environmental contamination) relating to the Property (the
"Claims"); provided, however, notwithstanding anything to the contrary in this
Agreement, Seller reserves and retains all of its rights, title, and interest in
and to any Claims applicable to or covering any part of the Property relating to
any matter for which Seller may have liability; and provided, further, said
rights, title, and interest reserved and retained by Seller shall exist jointly
with Buyer's rights, title, and interest in and to the Claims to be assigned to
Buyer, and such rights, title, and interest in and to the Claims may be
enforceable by each of Seller and Buyer to the extent of their respective
liability or damages for any matters relating thereto.
6.3.2 At or before Closing, Buyer shall deposit into escrow the
funds necessary to close this transaction.
6.4 PRORATIONS AND TITLE INSURANCE.
6.4.1 Rents paid by Buyer pursuant to the Lease for the month in
which Closing occurs shall be prorated as of the date the Deed is recorded, on
the basis of the number of calendar days in the month in question. No other
amounts shall be prorated because Buyer is obligated to pay all expenses
pertaining to the Property under the Lease. If Closing occurs on or before the
expiration date of the term of the Lease, the term of the Lease shall expire as
of the actual Closing Date.
6.4.2 Seller shall pay the cost of furnishing to Buyer a standard
owner's policy of title insurance (an Owner's CLTA 1990 form), issued by the
Title Company, insuring fee simple title to the Property held by Buyer in the
amount of the Purchase Price, subject only to the Conditions to Title and the
usual preprinted exceptions. Buyer shall pay the costs of obtaining extended
title insurance coverage; the cost of any endorsements; any transaction fees and
excise taxes applicable to the sale; and one-half the escrow fee. Seller shall
pay one-half the escrow fee. Recording charges, transfer and documentary taxes,
and any other expenses of the escrow for the sale shall be paid by Buyer and
Seller in accordance with customary practice in the city, county and state in
which the Property is located, as determined by the Title Company. If Buyer
elects to obtain an extended coverage title policy, Seller shall execute and
deliver to the Title Company at Closing a certificate and indemnity in a form
approved by Seller and reasonably required by the Title Company, but only
containing information with respect to which Seller has actual knowledge.
-6-
7. SELLER DELIVERIES. At or prior to Closing, Seller shall deliver to
Buyer, to the extent not previously provided to Buyer and only to the extent in
Seller's possession (a) copies of all architectural drawings, construction plans
and specifications, "as-built" records of the improvements, environmental
studies, inspection reports, and all topographical surveys and soil tests for or
relating to the Property in Seller's possession, (b) all other documents
relating to the condition of title to or use of the Property that are in
Seller's possession.
8. MISCELLANEOUS PROVISIONS.
8.1 NOTICES. Any notices required or permitted to be given hereunder
shall be given in writing and shall be delivered (a) in person, (b) by certified
mail, postage prepaid, return receipt requested, or (c) by facsimile with
confirmation of receipt, and such notices shall be addressed as follows:
To Buyer: Schnitzer Steel Industries, Inc.
0000 XX Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xx. Xxxxx Xxxx
Fax No.: (000) 000-0000
With a copy to: Xxxxxx Xxxx LLP
3400 U.S. Bancorp Tower
000 XX Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Fax No.: (000) 000-0000
To Seller: Schnitzer Investment Corp.
0000 XX Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Fax No.: (000) 000-0000
And with a copy to: Ball Xxxxx LLP
000 XX Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Fax No.: (000) 000-0000
or to such other address as either party may from time to time specify in
writing to the other party.
8.2 ENTIRE AGREEMENT. The Lease and this Agreement contains all
representations, warranties and covenants made by Buyer and Seller and
constitutes the entire understanding between the parties hereto with respect to
the subject matter hereof of this Agreement.
-7-
8.3 TIME. Time is of the essence in the performance of each of the
parties' respective obligations contained in this Agreement.
8.4 ATTORNEYS' FEES. If either party hereto fails to perform any of
its obligations under this Agreement or if any dispute arises between the
parties to this Agreement concerning the meaning or interpretation of any
provision of this Agreement, then the defaulting party or the party not
prevailing in such dispute, as the case may be, shall pay any and all costs and
expenses incurred by the other party on account of such default and/or in
enforcing or establishing its rights hereunder, including, without limitation,
court costs and reasonable attorneys' fees and disbursements.
8.5 ASSIGNMENT. Buyer's rights and obligations under this Agreement
shall not be assignable without the prior written consent of Seller which
consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall
in no event be released from any of its obligations or liabilities under this
Agreement in connection with any assignment. Subject to the provisions of this
Section, this Agreement shall inure to the benefit of and be binding upon Buyer
and Seller and their respective successors and assigns.
8.6 COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed an original, but both of which taken together
shall constitute one and the same instrument.
8.7 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.
8.8 INTERPRETATION OF AGREEMENT. The section and other headings of
this Agreement are for convenience of reference only and shall not be construed
to affect the meaning of any provision contained in this Agreement. Where the
context so requires, the use of the singular shall include the plural and vice
versa and the use of the masculine shall include the feminine and the neuter.
The term "person" shall include any individual, partnership, joint venture,
corporation, trust, unincorporated association, limited liability company, any
other entity and any government or any department or agency thereof, whether
acting in an individual, fiduciary or other capacity.
8.9 AMENDMENTS. This Agreement may be amended or modified only by a
written instrument signed by Buyer and Seller.
8.10 NO RECORDING. This Agreement shall not be recorded. At Buyer's
request, a memorandum or short form of this Agreement will be acknowledged by
Buyer and Seller and recorded by Buyer.
8.11 SURVIVAL. All representations, warranties, covenants and
agreements of Seller and Buyer contained in this Agreement and in the Lease
shall survive the Closing.
-8-
The parties to this Agreement have executed this Agreement as of the
date first written above.
Seller: SCHNITZER INVESTMENT CORP.,
an Oregon corporation
By: /s/ X. Xxxxxx
-------------------------------------
Its: CEO
-------------------------------------
Buyer: SCHNITZER STEEL INDUSTRIES, INC.,
an Oregon corporation
By: /s/ R. Xxxxxx
-------------------------------------
Its: CEO
-------------------------------------
-9-
LIST OF EXHIBITS
Exhibit A Real Property Description
Exhibit B Grant Deed
EXHIBIT A
REAL PROPERTY DESCRIPTION
ORDER NUMBER: NCS-25991-SC
PAGE NUMBER: 5
LEGAL DESCRIPTION
REAL PROPERTY in the unincorporated area of the County of Sacramento, State of
California, described as follows:
ALL THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 12 OF SURVEYS, PAGE 29, TOGETHER
WITH ALL THAT PORTION OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 52 OF
SURVEYS, PAGE 16, OFFICIAL RECORDS OF SACRAMENTO, COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF THE AFOREMENTIONED RECORD OF SURVEY FILED
IN BOOK 12 OF SURVEYS, PAGE 29; THENCE, FROM SAID POINT OF BEGINNING ALONG THE
NORTHERLY AND EASTERLY LINES OF SAID RECORD OF SURVEY AND ALONG THE SOUTHERLY
PROLONGATION OF THE EASTERLY LINE OF SAID RECORD OF SURVEY THE FOLLOWING TWO (2)
COURSES: (1) NORTH 63(degree)52'45" EAST 440.83 FEET TO THE NORTHEAST CORNER OF
SAID RECORD OF SURVEY; AND (2) SOUTH 01(degree)15'55" EAST 759.33 FEET; THENCE
SOUTH 63(degree)52'45" WEST 440.83 FEET; THENCE ALONG THE WESTERLY LINE OF SAID
RECORD OF SURVEY AND THE SOUTHERLY PROLONGATION OF SAID WESTERLY LINE, NORTH
01(degree)15'55" WEST 759.33 FEET TO THE POINT OF BEGINNING.
APN: 069-0040-080-000
A-1
EXHIBIT B
RECORDING REQUESTED BY
FIRST AMERICAN TITLE INSURANCE COMPANY
NATIONAL COMMERCIAL SERVICES
AND WHEN RECORDED MAIL TO:
SCHNITZER STEEL INDUSTRIES, INC.
XXXX XXXXXX XXX 00000
XXXXXXXX, XX 00000-0000
ATTENTION: XXXXX X. XXXX
--------------------------------------------------------------------------------
SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY
A.P.N.: 069-0040-080-000 FILE NO.: NCS-28991-SC (RS)
THE UNDERSIGNED GRANTOR(S) DECLARE(S): DOCUMENTARY TRANSFER TAX $;
CITY TRANSFER TAX $;
SURVEY MONUMENT FEE $
[ ] COMPUTED ON THE CONSIDERATION OR FULL VALUE OF PROPERTY CONVEYED, OR
[ ] COMPUTED AO THE CONSIDERATION OR FULL VALUE LESS VALUE OF LIENS
AND/OR ENCUMBRANCES REMAINING AT TIME OF SALE.
[ ] UNINCORPORATED AREA;[ ] CITY OF, AND
CORPORATION GRANT DEED
FOR A VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, SCHNITZER
INVESTMENT CORPORATION, AN OREGON CORPORATION
HEREBY GRANTS TO SCHNITZER STEEL INDUSTRIES, INC., AN OREGON CORPORATION
THE FOLLOWING DESCRIBED PROPERTY IN THE UNINCORPORATED AREA OF, COUNTY OF
SACRAMENTO, STATE OF CALIFORNIA;
ALL THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 12 OF SURVEYS, PAGE 29, TOGETHER
WITH ALL THAT PORTION OF THAT CERTAIN RECORD OF SURVEY FILED IN BOOK 52 OF
SURVEYS, PAGE 16, OFFICIAL RECORDS OF SACRAMENTO, COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF THE AFOREMENTIONED RECORD OF SURVEY FILED
IN BOOK 12 OF SURVEYS, PAGE 29; THENCE, FROM SAID POINT OF BEGINNING ALONG THE
NORTHERLY AND EASTERLY LINES OF SAID RECORD OF SURVEY AND ALONG THE SOUTHERLY
PROLONGATION OF THE EASTERLY LINE OF SAID RECORD OF SURVEY THE FOLLOWING TWO (2)
COURSES: (1) NORTH 63(DEGREE)52'45" EAST 440.83 FEET TO THE NORTHEAST CORNER OF
SAID RECORD OF SURVEY; AND (2) SOUTH 01(DEGREE)15'55" EAST 759.33 FEET; THENCE
SOUTH 63(DEGREE)5245" WEST 440.83 FEET; THENCE ALONG THE WESTERLY LINE OF SAID
RECORD OF SURVEY AND THE SOUTHERLY PROLONGATION OF SAID WESTERLY LINE, NORTH
01(DEGREE)15'55" WEST 759.33 FEET TO THE POINT OF BEGINNING.
DATED: __________________
MALL TAX STATEMENTS TO: SAME AS ABOVE
--------------------------------------------------------------------------------
B-1
A.P.N.: 069-0040-080-000 GRANT DEED - CONTINUED FILE NO.:NCS-28991-SC
(RS)
DATE: 07/21/2003
SCHNITZER INVESTMENT CORP., AN OREGON CORPORATION
______________________________
BY:___________________________
___________________________
STATE OF_______________________________)SS
COUNTY _______________________________)
OF
ON__________________________________________________, BEFORE
ME,__________________________________________________________PERSONALLY APPEARED
___________________________________________________________, PERSONALLY KNOWN TO
ME (OR PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE) TO BE THE PERSON(S)
WHOSE NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME
THAT HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED CAPADTY(IES), AND
THAT BY HIS/HER/THEIR SIGNATURES) ON THE INSTRUMENT THE PERSON(S), OR THE ENTITY
UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.
WITNESS MY HAND AND OFFICIAL SEAL. THIS AREA FOR OFFICIAL
NOTARIAL SEAL
SIGNATURE
________________________________________
MY COMMISSION
EXPIRES:________________________________
PAGE 2 OF 2
SCHEDULE 1
----------
DISCLOSURE ITEMS
Natural hazards described in the following California code sections (the
"Natural Hazard Laws") may affect the Property: (A) Govt. Code Section 8589.3
(Special Flood Hazard Area); (B) Govt. Code Section 8589.4 (Inundation Area);
(C) Govt. Code Section 51183.5 (Fire Hazard Severity Zone); (D) Public Resource
Code Section 2621.9 (Earthquake Fault Zone); (E) Public Resource Code Section
2694 (Seismic Hazard Zone); and (F) Public Resource Code Section 4136 (Wildland
Area). Seller shall execute and deliver to Buyer a Natural Hazards Disclosure
Statement with respect to the foregoing matters (the "Natural Hazards Disclosure
Statement"). Buyer acknowledges and agrees that Buyer will independently
evaluate and investigate whether any or all of such Natural Hazards affect the
Property, and Seller shall have no liabilities or obligations with respect
thereto. Buyer shall execute and deliver to Seller the Natural Hazards
Disclosure Statement. BUYER ACKNOWLEDGES AND REPRESENTS THAT BUYER HAS EXTENSIVE
EXPERIENCE ACQUIRING AND CONDUCTING DUE DILIGENCE REGARDING COMMERCIAL
PROPERTIES. THIS PROVISION IS AN ESSENTIAL ASPECT OF THE BARGAIN BETWEEN THE
PARTIES.
