EXHIBIT 10.20
Purchase and Sale Agreement and Escrow Instructions dated March
2, 1995, by and between Weddington Investment Partnership and
City National Bank for purchase of property located at 12515
Ventura Boulevard, Studio City, California
PURCHASE AND SALE AGREEMENT
AND
ESCROW INSTRUCTIONS
This PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS is made and
entered into this 2nd day of March , 1995, by and between WEDDINGTON
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INVESTMENT PARTNERSHIP, a California general partnership, ("Seller"), and CITY
NATIONAL BANK, a national banking association, ("Purchaser").
DECLARATIONS
1. Description of Property.
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The property to be purchased by Purchaser from Seller is that certain
real property located at 12515 Ventura Boulevard, Studio City, California, as
more particularly described on Exhibit "A" attached hereto and incorporated
herein by this reference, hereinafter referred to as the "Property".
2. Purchase Price.
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The purchase price (the "Purchase Price") for the Property shall be Five
Hundred Twenty-Five Thousand Dollars ($525,000.00), which purchase price shall
be payable in cash or other immediately available funds.
3. Payment of Purchase Price.
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The Purchase Price shall be paid by Purchaser to Seller as follows:
(a) Deposit. Concurrent with the execution of this Agreement,
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Purchaser shall pay the sum of One Hundred Fifty Thousand Dollars
($150,000.00) to Seller outside of escrow, hereinafter referred to as the
"Deposit". The Deposit shall be invested in an interest-bearing account with
any interest accruing thereon to be credited toward the Purchase Price.
Escrow Holder shall not be concerned with the payment of the Deposit, however,
Escrow Holder shall credit the Deposit against the Purchase Price at the close
of escrow. Notwithstanding the foregoing, if the subject escrow does not
close, the Deposit shall be subject to the liquidated damages provisions of
Paragraph 12 of this Agreement.
(b) Final Deposit to Escrow. On or before the close of escrow,
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Purchaser shall deposit in escrow the entire remaining balance of the Purchase
Price, plus all amounts due by Purchaser as closing costs pursuant to
Paragraph 6, and as otherwise required of Purchaser to close this transaction
made the subject of this Agreement.
4. Escrow.
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The transaction made the subject of this Agreement shall be consummated
through an escrow at Stewart Title, 505 North Brand Boulevard, Suite 1200,
Glendale, California 91203, which shall act as "Escrow Holder". Within three
(3) days after the date of execution of this Agreement by Purchaser and
Seller, Purchaser and Seller shall each deliver one (1) duly executed
counterpart of this Agreement to Escrow Holder with instructions that Escrow
Holder shall open the subject escrow. Escrow shall be deemed to be opened on
that date on which Escrow Holder first holds a fully-executed copy (or
counterparts) of this Agreement. This Agreement shall constitute escrow
instructions for Escrow Holder. Escrow Holder may, but shall not be obligated
to, prepare such additional or supplemental instructions as it deems
appropriate, including, but not limited to, provisions for its own benefit and
protection, and which Purchaser and Seller shall be obligated to execute, but
in no event shall any such instructions contradict or amend the terms of this
Agreement which shall govern and prevail. The close of escrow shall mean the
date when the grant deed is recorded conveying the Property from Seller to
Purchaser as provided herein, and the close of escrow shall occur thirty (30)
days from the date hereof, or earlier, upon the mutual written agreement of
Purchaser and Seller (hereinafter referred to as the "Closing Date").
5. Title to Property.
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(a) Title. Purchaser shall have the right to approve the status of
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title to the Property. Escrow Holder shall obtain and deliver to Purchaser
and Seller, at Seller's expense, a preliminary title report, (hereinafter
referred to as the "Preliminary Title Report"), dated not earlier than the
opening of escrow, from Stewart Title, (hereinafter referred to as the "Title
Company"), describing the Property, together with full copies of all documents
referred to in such Preliminary Title Report. Within ten (10) business days
following receipt of the Preliminary Title Report, including copies of all
documents referred to therein, Purchaser shall give written notice to Seller
(hereinafter referred to as the "Notice of Defect") specifying the matters
shown therein, if any, which are reasonably disapproved by Purchaser (each
such matter referred to herein as a "Disapproved Exception"). The failure of
Purchaser to give written notice of approval or disapproval of the Preliminary
Title Report or of any matter or matters shown therein within the ten (10) day
period of time provided therefore shall be deemed to constitute Purchaser's
approval of the Preliminary Title Report and of each of the matters shown
therein. If any Disapproved Exception cannot be cured prior to the close of
escrow, Purchaser shall have the election of (i) terminating the escrow or
(ii) accepting the Property subject to any such matter(s). If Purchaser so
elects to terminate the escrow, this Agreement shall be considered null and
void and Purchaser's Deposit shall be returned to Purchaser, without offset
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or deduction, except that Purchaser shall pay the cancellation charges
required to be paid to the Escrow Holder and Title Company and such amount may
be deducted from the Deposit. A Disapproved Exception specified in the Notice
of Defect shall be considered to have been cured if such defect shall be
removed from the record of the title of the Property or the Title Company
shall agree to issue its title insurance policy without the matter being
reflected as an exception therein.
(b) Title Policy. The Title Company must commit to issue, at the
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close of escrow, an ALTA policy of title insurance insuring fee ownership of
the Property in the name of Purchaser in the amount of the Purchase Price,
without deletions or exceptions other than current and non-delinquent taxes
and assessments, and those other items which have been approved or deemed
approved by Purchaser pursuant to subparagraph (a) of this Paragraph 5
(although it is understood that the title insurance policy will be delivered
after the close of escrow.)
6. Costs and Prorations.
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(a) Costs. Seller and Purchaser shall each pay their own attorneys'
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fees and costs incurred in this transaction and one-half (1/2) of all
recording charges, the escrow fees, the cost of the title report and title
insurance policy, and all miscellaneous charges and expenses; provided,
however, Purchaser shall pay the premium for the ALTA portion of the title
policy and the survey in connection therewith.
(b) Prorations. Escrow Holder shall prorate lease rental to close
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of escrow. Property taxes, premiums on insurance accepted by Purchaser, and
all other customary costs subject to proration between Seller and Purchaser as
of the close of escrow shall be the responsibility of Purchaser, pursuant to
Purchaser's existing obligation as Lessee of the Property pursuant to that
certain Lease, dated April 5, 1960, between Seller, as successor-in-interest
to Weddington Investment Company, Inc., and Purchaser, as successor-in-
interest to Studio City Bank (hereinafter, the "Lease").
7. Purchaser's Acknowledgements.
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Purchaser acknowledges, represents and agrees that Purchaser is acquiring
the Property "as is" and that Seller is making absolutely no warranties or
representations, either express or implied, as to or with respect to the
Property, other than warranties of title resulting from the grant deed.
Purchaser acknowledges, represents and agrees that Purchaser has been leasing
the subject Property for several years and that Purchaser is fully acquainted
and familiar with the Property, including, but not limited to, the physical
and geological condition thereof and the fact that several gas and/or fuel
storage tanks were previously
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located at an adjacent site to the Property and that the ground water and soil
located on the Property was, and still remains, contaminated as a result
thereof. Seller makes absolutely no warranties, either expressed or implied,
with respect to the ground water and soil located on the Property.
8. Indemnification.
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Purchaser hereby agrees to indemnify, defend and protect Seller, and to
hold Seller harmless, from and against, all claims, causes of action,
liabilities, losses, damages, costs and expenses, including, without
limitation, reasonable attorneys' fees and costs, (collectively, "Claims"),
incurred or suffered at any time by Seller relating to or in any way connected
with the physical condition of the Property and the improvements thereon,
including, but not limited to, (a) the presence on the Property of any
substance, materials or products which may be an environmental hazard or may
be determined to be a hazardous waste or substance, including, but not limited
to, asbestos, petroleum, polychlorinated biphenyls, flammable explosives,
radioactive materials, formaldehyde, radon gas, lead-based paint, or any
material containing or constituting the foregoing; and (b) any past, present
or future violation(s) of Environmental Laws (as hereinafter defined).
"Environmental Laws" shall mean any federal, state, or local law, statute,
ordinance, or regulation which imposes any liability or disability on any
owner, occupant, lender, mortgagee, or party in interest or which places any
restriction on the ownership, occupancy, transferability, or use of any real
property by reason of any presence or use of or occurrence regarding any
hazardous waste or substance, including, without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") 42
U.S.C. Section 9601 et seq., as amended by Superfund Amendments and
Reauthorization Act of 1986 ("SARA"), Pub. L. 99-499, 100 Stat. 1613, the
Resource, Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section
6901 et seq., the Clean Air Act ("CAA"), P.L. 84-159, as amended by Pub. L.
98-213, 42 U.S.C. Section 7401 et seq., The Federal Water Pollution Control
Act (as amended by the Clean Water Act of 1977 ("CWA")), 33 U.S.C. Section
1251 et seq., the Toxic Substances Control Act of 1976 ("TSCA") 15 U.S.C.
Section 2601 et seq., and any modifications, amendments, and successors to any
of the foregoing. Purchaser's indemnification of Seller shall encompass any
and all Claims incurred by Seller, whether made directly against Seller, or
otherwise, and notwithstanding that any such Claims may be related to events
which occurred prior to the Closing Date. The indemnification pursuant to this
Section 8 shall be continuing and shall survive the close of escrow.
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9. Representations and Warranties.
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(a) Representations and Warranties of Seller.
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Seller makes the following representations and warranties to
Purchaser:
(i) Seller has the legal power, right and authority to enter
into this Agreement and to consummate the transactions contemplated hereby;
and
(ii) This Agreement is valid and binding on Seller in
accordance with the terms hereof, and, to the best of Seller's knowledge, the
performance by Seller hereunder shall not cause a breach or violation of or a
default under, any statute, regulation, agreement, order, instrument, rule or
regulation by which Seller is bound or constrained.
(b) Representations and Warranties of Purchaser.
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Purchaser makes the following representations and warranties to
Seller:
(i) Purchaser has the legal power, right and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby; and
(ii) This Agreement is valid and binding on Purchaser in
accordance with the terms hereof, and, to the best of Purchaser's knowledge,
the performance by Purchaser hereunder shall not cause a breach or violation
of or a default under, any statute, regulation, agreement, order, instrument,
rule or regulation by which Purchaser is bound or constrained.
10. Deliveries Through Escrow.
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(a) Seller's Deliveries. Seller shall deliver to Escrow Holder,
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prior to the Closing Date, the following documents and items, each of which
shall be fully executed and acknowledged where appropriate:
(i) Grant Deed. A grant deed in recordable form conveying fee
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title to the Property to Purchaser; and
(ii) Other Documents. All other documents reasonably
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required by this Agreement or Escrow Holder to complete this transaction.
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(b) Purchaser's Deliveries. Purchaser shall deliver to Escrow
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Holder, prior to the Closing Date, the following payments, documents and
items, each of which shall be fully executed and acknowledged where
appropriate:
(i) Cash Payment. The cash payment provided for in Paragraph
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3(b); and
(ii) Closing Costs. An additional cash payment equal to
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Purchaser's share of the costs incurred in connection with this escrow and
any net prorations charged to Purchaser; and
(iii) Other Documents. All other payments and documents
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reasonably required by this Agreement or Escrow Holder to complete this
transaction.
11. Closing of Escrow.
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(a) Conditions to Close Escrow. Escrow Holder shall close the
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escrow on he Closing Date provided that:
(i) Neither Seller nor Purchaser has previously notified
Escrow Holder in writing that the other party hereto is in breach under this
Agreement; and
(ii) Escrow Holder is in possession of all documents,
monies and other items which it needs to close the transaction contemplated
hereunder; and
(iii) Title Company has committed to issue its standard
ALTA Policy of Title Insurance, with liability in the amount of the Purchase
Price, insuring title to the Property vested in Purchaser, subject only to:
(A) General and special taxes and assessments not
then delinquent; and
(B) Those matters, conditions and exceptions set
forth in the Preliminary Title Report referred to in Paragraph 5, except as to
any of those matters, conditions and exceptions which are properly disapproved
of by Purchaser as provided in said Paragraph 5.
(b) Closing of Escrow. Escrow Holder shall close the escrow by
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taking the following actions on the Closing Date:
(i) Dating all undated documents as of the Closing Date; and
(ii) Recording the grant deed to the Property; and
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(iii) Delivering to Seller the cash portion of the Purchase
Price, after taking into account any charges attributable to Seller; and
(iv) Recording such other documents and taking such other
actions as may be necessary to close this escrow.
As soon as is practical after the Closing Date, Escrow Holder shall
deliver the title insurance policy to Purchaser.
12. Liquidated Damages.
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THE PARTIES ACKNOWLEDGE THAT IT WOULD BE EXTREMELY DIFFICULT AND
IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY
PRIOR TO SIGNING THIS AGREEMENT, THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED
BY SELLER IN THE EVENT OF PURCHASER'S BREACH OR DEFAULT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT. ACCORDINGLY, IF PURCHASER BREACHES THIS AGREEMENT, OR
IF PURCHASER DEFAULTS IN ANY OF ITS OBLIGATIONS HEREUNDER, SELLER SHALL BE
ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT, INCLUDING ALL
INTEREST ACCRUED THEREON. UPON PAYMENT OR TENDER OF SAID SUMS TO SELLER, THE
SAME SHALL CONSTITUTE THE FULL AND FINAL SATISFACTION OF ALL OF SELLER'S
RIGHTS AGAINST PURCHASER UNDER THIS AGREEMENT. AS USED IN THIS PROVISION THE
TERM "SELLER" MEANS WEDDINGTON INVESTMENT PARTNERSHIP AND THE TERM "PURCHASER"
MEANS CITY NATIONAL BANK, A NATIONAL BANKING ASSOCIATION.
Initial here:
/s/BWB
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Seller: /s/GWMcC Purchaser: /s/RS
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13. Tax Deferred Exchange.
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Purchaser shall accommodate Seller in a tax-deferred IRC Section 1031
exchange, provided that said exchange is at no cost (and no liability) to
Purchaser.
Instead of the sale of the Property by Seller to Purchaser, Seller shall
have the right (a) to locate one or more parcels of other real property for
the purpose of effecting a tax-deferred exchange under Section 1031 of the
Internal Revenue Code of the Property, and (b) to arrange for the terms of the
acquisition of such other real property from the owner(s) thereof.
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If Seller does locate such other real property or enters into an exchange
agreement with the owner(s) thereof or other third parties and notifies
Purchaser in writing of the same, then, at Seller's option:
(a) Purchaser shall enter into one or more written contracts with
the owner(s) of such other real property to purchase the same and to transfer
the ownership thereof to Seller in consideration of, and concurrent with, the
transfer of the Property to Purchaser; or
(b) Purchaser shall enter into one or more exchange agreements with
the owner(s) of such other real property or other third parties and, on the
acquisition of that other real property, or as otherwise therein provided,
those parties shall transfer the ownership of the Property to Purchaser in
accordance with the terms and provisions of sale set forth in this Agreement.
Purchaser agrees to accept title to the Property from such owner(s) or other
third parties.
In no event shall Purchaser be required to make a total payment for the
exchange property, including all costs and expenses of Purchaser with respect
thereto, in excess of the payment that would otherwise have been made by
Purchaser hereunder had Purchaser completed the purchase of the Property from
Seller without participating in an exchange.
Purchaser shall make a good faith diligent effort to acquire the exchange
property (the "Exchange Property") when Seller has located it and negotiated
its purchase and prepared all necessary documents, or to accept title to the
Property from the owner(s) of the exchange real property or other third
party(ies).
Seller shall be required to sell the Property to Purchaser and Purchaser
shall be required to purchase the Property from Seller for the price and upon
the terms set forth in this Agreement only if Seller is unable to locate
exchange property and Purchaser is unable to acquire it, or Seller is unable
to make arrangements for title to the Property to be transferred to Purchaser
through a third party, within the time period provided for in this Agreement
for the Close of Escrow as set forth above. If through no fault or lack of
performance by Purchaser the intended exchange is not completed on or before
the final close of escrow otherwise provided for in this Agreement, Seller
agrees to transfer title to the Property to Purchaser on that date under the
terms and provisions of sale otherwise set forth in this Agreement.
Purchaser shall execute such instruments and documents and take such
actions as may be deemed reasonably necessary to effect the exchange
transactions contemplated hereby. In the event of an exchange being made
instead of a purchase, Purchaser shall pay to Seller a sum equal to the
difference, if any, between the total
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payment that would otherwise be made to Seller for a purchase hereunder and
the total payment made to the owner(s) or third party(ies), including all of
Purchaser's costs, including, but not limited to, costs of escrow, title
insurance premiums, documentary transfer taxes, prorations and real estate
brokerage commissions, spent to acquire the other exchange properties, all of
which payments shall be approved by Seller before Purchaser enters into any
agreement or agreements of purchase with the owner(s) of the exchange
properties or any third party(ies). Seller shall prepare all documents
necessary for said exchange.
Seller agrees to hold Purchaser harmless from and against any and all
liability, damages or costs, including reasonable attorneys' fees, that may
arise from Purchaser's participation in the exchange. Without limiting the
generality of the foregoing, Seller hereby agrees to indemnify, defend and
protect Purchaser, and to hold Purchaser harmless, from and against, all
claims, causes of action, liabilities, losses, damages, costs and expenses,
including, without limitation, reasonable attorneys' fees and costs,
(collectively, "Claims"), incurred or suffered at any time by Purchaser
relating to or in any way connected with the Exchange Property, including, but
not limited to, (a) the presence on the Exchange Property of any substance,
materials or products which may be an environmental hazard or may be
determined to be a hazardous waste or substance, including, but not limited
to, asbestos, petroleum, polychlorinated biphenyls, flammable explosives,
radioactive materials, formaldehyde, radon gas, lead-based paint, or any
material containing or constituting the foregoing; and (b) any past, present
or future violation(s) of Environmental Laws (as defined in Paragraph 8) in
connection with the Exchange Property. The indemnification pursuant to this
Section 13 shall be continuing and shall survive the close of escrow.
14. Notices.
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No notice, request, demand, instruction or other document to be given
hereunder to any party shall be effective for any purpose unless personally
delivered to the party at the appropriate address set forth below (in which
event such notice shall be deemed effective only upon such delivery) or when
delivered by mail, sent by registered or certified mail, postage prepaid,
return receipt requested, as follows:
(a) If to Purchaser: CITY NATIONAL BANK
9696 Wilshire Boulevard
Beverly Hills, California 90210
Attn:Roberta Swan, Executive Vice
President & Senior Operations
Officer
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with a copy to: CITY NATIONAL BANK
Legal Department
400 North Roxbury Drive, 5th Floor
Beverly Hills, California 90210
Attn: General Counsel
(b) If to Seller: WEDDINGTON INVESTMENT PARTNERSHIP
11222 Weddington Street
North Hollywood, CA 91601
Attn: Guy Weddington McCreary
with a copy to: Anderson, Ablon, Lewis & Gale
Suite 2000
3435 Wilshire Blvd.
Los Angeles, CA 90010
Attn: Robert E. Lewis, Esq.
A copy of any notice given prior to the close of escrow shall also be
given to Escrow Holder at its address as set forth in Paragraph 4, and shall
refer to Escrow Holder's subject escrow number.
Notices mailed as hereinabove provided shall be deemed to have been given
forty-eight (48) hours after the deposit of same in any United States Post
Office mailbox in the state to which the notice is addressed, or seventy-two
(72) hours after deposit in any such post office box other than in the state
to which the notice is addressed. Notice shall not be deemed given unless and
until notice shall be deemed given to all addressees to whom notice must be
sent. The address and addressees, for the purpose of this Paragraph 14, may
be changed by the giving of written notice of such change in the manner herein
provided for the giving of notice. Unless and until such written notice is
deemed received, the last addresses and addressees stated by written notice,
or provided herein if no written notice of change has been sent or received,
shall be deemed to continue in effect for all purposes hereunder.
15. DOT Application.
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Concurrent with the execution of this Agreement by Seller and Purchaser,
Seller shall execute and deliver to Purchaser that certain Los Angeles
Department of Transportation Application (the "DOT Application") regarding
the Ventura/Cahuenga Boulevard Corridor Specific Plan Ordinance Number
166,560, a copy of which is attached hereto as Exhibit "B". Notwithstanding
the foregoing, in the event that the transaction made the subject of this
Agreement should not close for any reason whatsoever by the Closing Date, then
the parties hereto agree that Seller may take any or all
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actions that it may so desire in order to rescind and cancel the DOT
Application, and that at Seller's request, Purchaser shall also take any and
all actions as reasonably requested by Seller in order to cancel or rescind
said DOT Application. The parties hereto further acknowledge and agree that,
provided escrow has not closed, Seller's execution of the DOT Application
shall not constitute a waiver by Seller of Seller's right to assert that
Purchaser has breached the above-referenced Lease, dated April 5, 1960,
between Seller, as successor-in-interest to Weddington Investment Company,
Inc., and Purchaser, as successor-in-interest to Studio City Bank. If escrow
shall close, the parties hereby agree that each party hereby releases and
forever discharges the other party for any claim or liability in connection
with the above-referenced Lease, and all issues related thereto.
16. Assignment.
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City National Bank shall have the right to assign its rights and
obligations under this Agreement to any wholly-owned subsidiary thereof;
provided, however, City National Bank shall continue to be and shall remain
fully liable for its obligations under this Agreement. References in this
Agreement to Purchaser shall be deemed to include any such subsidiary of
Purchaser to which Purchaser may have assigned its rights and obligations
hereunder.
17. Commissions.
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Each party hereto expressly represents and warrants to each other party
hereto, that no broker, salesman, finder or other person or entity has been
engaged by it in connection with the transactions contemplated by this
Agreement, or to its knowledge is in any way connected with this transaction;
and, in the event of any claim for any broker's, salesman's or finder's fee or
other such fees or commissions in connection with the negotiation, execution
or consummation of this Agreement, or of any of the transactions contemplated
hereby, each party hereto shall indemnify, save harmless and defend each and
every other party to this Agreement from and against any such claim if it
shall be based on any statement, representation or agreement shown to have
been made by such party.
18. Miscellaneous Provisions.
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(a) Time. It is agreed that time is of the essence in this
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Agreement.
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(b) Attorneys' Fees. If legal action is commenced to enforce or to
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declare the effect of any provision of this Agreement, the court as part of
its judgment shall award reasonable attorneys' fees (including reasonable
attorneys' fees for in-house counsel) and costs to the prevailing party.
(c) No Waiver. The waiver by one party of the performance of any
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covenant, condition or promise of the other party shall not invalidate this
Agreement nor shall it be considered to be a waiver by such party of any other
covenant, condition or promise hereunder of such other party. The waiver by
one party of the time for the other party to perform any act shall not
constitute a waiver of the time for such other party to perform any other act
or an identical act required to be performed at a later time.
(d) Construction. As used in this Agreement, the masculine, feminine or
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neuter genders and the singular or plural numbers shall each be deemed to
include the other(s) whenever the context so indicates. This Agreement shall
be construed as a whole and in accordance with its fair meaning, the captions
being for the convenience of the parties only and not intended to describe or
define the provisions in the portions of the Agreement to which they pertain.
(e) Entire Agreement. This Agreement contains the entire agreement
----------------
between the parties respecting the matters herein set forth and supersedes all
prior offers, negotiations and agreements between the parties hereto with
respect to such matters.
(f) Survival. Each of the agreements, warranties, and representations
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contained herein shall survive the close of escrow and the recording of the
grant deed conveying Seller's interest in the Property to Purchaser.
(g) Successors and Assigns. This Agreement shall inure to the benefit of
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and be binding upon the successors and assigns of the parties hereto.
(h) Computation of Periods. All periods of time referred to in this
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Agreement shall include all Saturdays, Sundays and state or national holidays,
unless the period of time specifies business days, provided that, if the date
or last date to perform any act or give any notice with respect to this
Agreement shall fall on a Saturday, Sunday or state or national holiday, such
act or notice may be timely performed or given on the next succeeding day
which is not a Saturday, Sunday or state or national holiday.
(i) Amendment. This Agreement may only be modified if the modification
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is in writing and is signed by the party against whom enforcement is sought.
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(j) Partial Invalidity. The invalidity or unenforceability of any
------------------
particular provision of this Agreement shall not affect the validity or
enforceability of the other provisions.
(k) Governing Law. This Agreement is to be governed by, and construed in
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accordance with, the laws of the State of California.
(l) Counterparts. This Agreement may be executed in counterparts, each
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of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have each executed this Agreement in
Los Angeles County, California, on the day and year first set forth above.
CITY NATIONAL BANK, WEDDINGTON INVESTMENT PARTNERSHIP,
a national banking a California general partnership
association
By: /s/ Guy Weddington McCreary
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By: /s/ Roberta Swan GUY WEDDINGTON McCREARY,
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Name: Roberta Swan Managing General Partner
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Title: Exec Vice Pres
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By: /s/ Barry Becker
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BARRY BECKER, General Partner
By:
Name:
Title:
AGREED AND ACCEPTED:
STEWART TITLE
By: /s/ Frances Butler
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Name: Frances Butler
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Title: Vice President
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Date: March 3, 1995
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AIc:\docs\rms\wedcnb.psa(02/28/95)
13
EXHIBIT "A"
REAL PROPERTY LEGAL DESCRIPTION
EXHIBIT "A"
DESCRIPTION: THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
THOSE PORTIONS OF LOT 1 OF TRACT NO. 1368 AS PER MAP RECORDED IN BOOK 18 PAGE
76 OF MAPS AND LOT 214 OF TRACT NO. 1000 AS PER MAP RECORDED IN BOOK 19 PAGE
3, ET. SEQ., OF MAPS, IN THE CITY OF LOS ANGELES, BOTH RECORDED IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF SAID LOT 1 AND THE
SOUTHWESTERLY LINE OF VALLEYHEART DRIVE AS DESCRIBED IN A DEED TO THE LOS
ANGELES FLOOD CONTROL DISTRICT IN BOOK D-35565 PAGE 321, OFFICIAL RECORDS OF
SAID COUNTY; THENCE SOUTH 0 DEGREES 02' 20" WEST ALONG SAID WESTERLY LINE
210.46 FEET TO THE CURVED NORTHERLY LINE OF VENTURA BOULEVARD AS SHOWN IN LOS
ANGELES CITY ENGINEER FIELD BOOK 14037 PAGE 4, A RADIAL LINE TO SAID POINT
BEARS SOUTH 19 DEGREES 06' 12" WEST, SAID CURVE IS CONCAVE SOUTHWESTERLY
HAVING A RADIUS OF 889.67 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH
A CENTRAL ANGLE OF 24 DEGREES 35' 01" AN ARC LENGTH OF 381.73 FEET TO THE
EASTERLY TERMINUS THEREOF; THENCE CONTINUING ALONG SAID NORTHERLY LINE AND
TANGENT TO LAST MENTIONED CURVE SOUTH 46 DEGREES 18' 47" EAST 291.72 FEET TO
THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF
1085.00 FEET; THENCE CONTINUING ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25
DEGREES 23' 19" AN ARC LENGTH OF 480.78 FEET TO THE TRUE POINT OF BEGINNING
FOR THIS DESCRIPTION; THENCE CONTINUING ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 14 DEGREES 37' 39" AN ARC LENGTH OF 277.00 FEET TO THE BEGINNING OF A
COMPOUND CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 20.00 FEET, SAID
CURVE IS ALSO TANGENT AT ITS NORTHERLY TERMINUS WITH A LINE THAT IS PARALLEL
WITH AND DISTANT 40.00 FEET WESTERLY FROM THE CENTER LINE OF WHITSETT AVENUE
AS IT NOW EXISTS; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 93 DEGREES 41' 52" AN ARC LENGTH OF 32.70 FEET TO THE NORTHERLY
TERMINUS IN SAID PARALLEL LINE; THENCE NORTH 0 DEGREES 01' 37" WEST ALONG SAID
PARALLEL LINE 92.10 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE
SOUTHWESTERLY HAVING A RADIUS OF 20.00 FEET; THENCE NORTHWESTERLY ALONG SAID
CURVE THROUGH A CENTRAL ANGLE OF 82 DEGREES 23' 05" AN ARC LENGTH OF 28.77
FEET TO TERMINATE AT A POINT IN THE SAID SOUTHWESTERLY LINE OF VALLEYHEART
DRIVE, SAID POINT BEING THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHERLY
HAVING A RADIUS OF 501.55 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE AND
SOUTHWESTERLY LINE THROUGH A CENTRAL ANGLE OF 23 DEGREES 23' 48" AN ARC LENGTH
OF 204.81 FEET; THENCE SOUTH 29 DEGREES 34' 31" WEST 168.28 FEET TO THE TRUE
POINT OF BEGINNING.
EXHIBIT "B"
DOT APPLICATION
Los Angeles Department of Transportation
19040 Vanowen St.
Reseda, CA 91335
______________________________________________
Ventura/Cahuenga Boulevard Corridor Specific Plan
Ordinance Number 166,560
1. DOT Case Number ___________________ Application Fee $400.--
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2. Property Address 12515 VENTURA BLVD
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Community STUDIO CITY LOS ANGELES
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3. BUSINESS OWNER INFORMATION
Name & Company CITY NATIONAL BANK
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Address 400 NORTH ROXBURY DRIVE BEVERLY HILLS CA 90210
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Phone # (310) 888-6454 ?
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4. PROJECT DESCRIPTION
Current use and square footage: ONE STORY BANK BUILDING
SUSTAINED MAJOR STRUCTURAL DAMAGE AND WAS REMOVED
Proposed use and square footage: REMOTE TRANSACTION FACILITY
WALK/UP DRIVE-UP STATION & ATM STATION 455 SQ. FT.
ANY FUTURE BUILDING PLAN ARE UNKNOWN AT THIS TIME.
5. SIGNATURE OF APPLICANT _____________________________________________
Date _____________________
By signing applicant hereby declares that the information presented is
true and accurate.
6. DOT USE ONLY - TRIP FEE CALCULATIONS, IF APPLICABLE
Exempt _____________ Fees due before signoff _______________
Received at DOT by _________________________________ Date __________________