California-Mountain View-685 East Middlefield Road Agreement to Purchase Building - VeriSign Inc. and Sobrato Development Co. #792
AGREEMENT TO PURCHASE BUILDING
By and Between
VeriSign, Inc.
a Delaware corporation,
as Purchaser
and
Sobrato Development Co. #792
a California limited partnership,
as Seller
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TABLE OF CONTENTS
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PAGE
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ARTICLE 1: DEFINITIONS................................................. 1
1.1 Definitions................................................. 1
1.2 References.................................................. 3
ARTICLE 2 PURCHASE AND SALE/LEASE TERMINATION......................... 4
2.1 Purchase and Sale/Lease Termination......................... 4
ARTICLE 3 PURCHASE PRICE.............................................. 4
3.1 Purchase Price.............................................. 4
3.2 Escrow...................................................... 4
3.3 Review and Inspection....................................... 5
ARTICLE 4 COVENANTS, REPRESENTATIONS AND WARRANTIES................... 6
4.1 Covenants, Representations and Warranties of Seller......... 6
(a) Authority............................................... 6
(b) No Breach............................................... 6
(c) Leases.................................................. 6
(d) Commissions............................................. 6
(e) Condemnation............................................ 7
(f) Contracts............................................... 7
(g) Employees............................................... 7
(h) Legal Requirements...................................... 7
(i) Litigation.............................................. 7
(j) Value................................................... 7
(k) License and Permits..................................... 7
(l) Exactments/Recapture Agreements......................... 7
(m) Zoning.................................................. 8
(n) Environmental Reports................................... 8
(o) Documents............................................... 9
4.2 Covenants, Representations and Warranties of Purchaser...... 9
(a) Authority............................................... 9
(b) No Breach............................................... 9
ARTICLE 5 MATTERS..................................................... 9
5.1 Closing..................................................... 9
5.2 [Retained for Numbering Purposes Only]...................... 9
5.3 Survey, Title Commitment and Searches....................... 10
(a) Survey.................................................. 10
5.4 Defects..................................................... 10
ARTICLE 6 DELIVERIES.................................................. 11
6.1 Seller's Deliveries......................................... 11
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6.2 Purchaser's Deliveries ......................................... 12
6.3 Closing Statement .............................................. 12
6.4 Further Assurances ............................................. 12
ARTICLE 7 APPORTIONMENTS; TAXES; UTILITIES ............................... 12
7.1 Taxes .......................................................... 12
7.2 Rents .......................................................... 12
7.3 Security Deposits .............................................. 13
7.4 Contracts ...................................................... 13
7.5 Other Property Operating Expenses .............................. 13
7.6 Insurance Premiums ............................................. 13
7.7 No Credit For Tenant Inducements ............................... 13
ARTICLE 8 CONDITIONS TO SELLER'S OBLIGATIONS ............................. 13
8.1 Seller's Conditions Precedent .................................. 13
ARTICLE 9 CONDITIONS TO PURCHASER'S OBLIGATIONS .......................... 14
9.1 Feasibility Contingency ........................................ 14
9.2 Additional Conditions Precedent ................................ 14
ARTICLE 10 ACTIONS AND OPERATIONS PENDING ................................. 14
10.1 Actions and Operations Pending Closing ......................... 14
ARTICLE 11 DAMAGE OR DESTRUCTION; CONDEMNATION; INSURANCE ................. 15
11.1 Termination of Agreement ....................................... 15
11.2 No Termination of Agreement .................................... 15
ARTICLE 12 LIABILITIES, ASSIGNMENT AND ASSUMPTION OF CERTAIN CONTRACT
OBLIGATIONS ............................................................. 16
12.1 No Liability of Purchaser ...................................... 16
12.2 Assumption of Liabilities by Purchaser ......................... 16
ARTICLE 13 RETAINED FOR NUMBERING PURPOSES ONLY ........................... 16
ARTICLE 14 NOTICES ........................................................ 16
14.1 Notices ........................................................ 16
ARTICLE 15 MISCELLANEOUS .................................................. 17
15.1 Expenses ....................................................... 17
15.2 Brokerage ...................................................... 18
15.3 Books and Records .............................................. 18
15.4 Seller Default ................................................. 18
15.5 Liquidated Damages ............................................. 18
15.6 Survival ....................................................... 19
15.7 Construction ................................................... 19
15.8 Confidential Information ....................................... 19
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15.9 General ..................................................... 20
15.10 Headings .................................................... 20
15.11 Governing Law; Parties at Interest .......................... 20
15.12 Computation of Time ......................................... 20
15.13 [Retained for Numbering Purposes Only.] ..................... 21
15.14 Time of the Essence ......................................... 21
15.15 As-Is and Release ........................................... 21
15.16 Like-Kind Exchange .......................................... 22
15.17 [Retained for Numbering Purposes Only.] ..................... 22
15.18 Attorneys' Fees ............................................. 23
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LIST OF EXHIBITS
Exhibit A Land Legal Description
Exhibit B Permitted Exceptions
Exhibit C Submission Matters
Exhibit D Intentionally Omitted
Exhibit E Bill of Sale
Exhibit F Lease
Exhibit G Contracts
Exhibit H Licenses & Permits
Exhibit I Deed
Exhibit J Environmental Reports
Exhibit K Lease Termination
Exhibit L Assignment
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AGREEMENT TO PURCHASE BUILDING
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THIS AGREEMENT TO PURCHASE BUILDING (the "Agreement") is made this 1st day
of October, 2001, by and between Sobrato Development Co. #792, a California
limited partnership ("Seller"), and VeriSign, Inc., a Delaware corporation
("Purchaser").
R E C I T A L S:
- - - - - - - -
A. Seller is currently the owner of fee simple title to approximately 10.63
acres of land upon which is currently constructed the building commonly known as
685 East Middlefield Road, Mountain View, California containing approximately
162,090 rentable square feet (the "Property).
B. Pursuant to that certain lease listed on Exhibit F hereto (the "Lease")
Purchaser is the tenant of the Property.
C. Purchaser desires (i) to purchase the Property from Seller, and (ii) to
terminate the Lease effective as of the Closing. Seller desires to effectuate
the foregoing.
A G R E E M E N T S:
- - - - - - - - - -
NOW, THEREFORE, in consideration of the foregoing premises and the
respective representations, warranties, agreements, covenants and conditions
herein contained, and other good and valuable consideration, Seller and
Purchaser agree as follows:
ARTICLE 1
DEFINITIONS
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1.1 Definitions As used herein, the following terms shall have the
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respective meanings indicated below:
Agreement: This Agreement to Purchase Building, including the
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Exhibits, which are incorporated herein.
Building: The building referred to in Recital A.
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Closing: As defined in Section 5.1.
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Closing Date: As defined in Section 5.1.
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Contracts: All equipment leases, management, leasing, repair,
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maintenance, operating, supply, purchase, consulting, advertising, service,
equipment, utility, concession, telephone, cable, employment, collective
bargaining, employee benefit and other contracts, commitments and agreements
(excluding the Leases) relating to all or any portion of the Property.
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Deposit: The sum of Thirty Thousand Dollars ($30,000.00), which shall
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be deposited by Purchaser with Escrowee, as escrowee, to be held as earnest
money subject to the terms of this Agreement, and interest thereon, if any.
Escrow: The escrow created for the purpose of facilitating the
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transactions contemplated hereby pursuant to the Escrow Instructions (as
defined herein).
Escrowee: Alliance Title Company, located at 901 Campisi Way, Suite
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100, Campbell, California.
Escrow Instructions: The escrow instructions to be executed and
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delivered by a party hereto pursuant to Section 3.2 (or such party's attorneys
who are hereby authorized by such party to execute same) to the Escrowee, as are
reasonably necessary to consummate the transactions contemplated by this
Agreement and consistent with the terms of this Agreement.
Improvements: The Building, including, but not limited to, structures
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(surface and sub-surface) and other improvements, including all fixtures,
systems, facilities, machinery, equipment and conduits to provide fire
protection, security, heat, exhaust, ventilation, air-conditioning, electric
power, light, plumbing, refrigeration, gas, sewer and water thereto, to the
extent completed as of the Closing.
Intangible Personal Property: All intangible property owned by Seller
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or any affiliate thereof and used in connection with the Property, if any,
including without limitation all permits, approvals, land use and other rights
to construct a two story approximately 50,000 square foot building adjacent to
the Building (Seller does not warranty that any such rights exist for such
adjacent building), all trademarks, trade names, contract rights, guarantees,
licenses, permits, warranties, promotional materials, leasing brochures, and
logos.
Land: The real property described in Exhibit A hereto, together with
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all easements and appurtenances thereto, all oil, gas and mineral rights
belonging to Seller with respect to such real property, all rights, title and
interest, if any, of Seller in and to all land lying in any street, alley, road
or avenue, open or proposed, in front of or adjoining said Land, to the
centerline thereof.
Lease: The lease listed on Exhibit F hereto.
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Legal Requirements: (i) All laws, statutes, codes, acts, ordinances,
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orders, judgments, decrees, injunctions, rules, regulations, permits, licenses,
authorizations, certificates (including the certificate of occupancy issued for
the Property), directions and requirements, including any applicable
environmental, zoning, building, housing or similar law, ordinance, code, order
or regulation of all governments and governmental authorities having
jurisdiction of the Property (including, for purposes hereof, any local Board of
Fire Underwriters), which now or hereafter may be applicable to the Property,
and the operation thereof, and (ii) all covenants, easements and restrictions
affecting the Property.
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Obligations: All payments required to be made and all representations,
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warranties, covenants, agreements and commitments required to be performed under
the provisions of this Agreement by Seller or Purchaser, as applicable.
Permitted Exceptions: Any liens, encumbrances, restrictions, exceptions
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and other matters specified in Exhibit B to which title to the Real Property may
be subject on the Closing Date.
Personalty: All fixtures, equipment, furniture, furnishings,
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appliances, supplies and other personal property of every nature and description
attached or pertaining to, or otherwise used in connection with, all or any part
of the Real Property (except such as are owned by tenants of the Real Property
or anyone other than Seller), if any.
Property: (i) The Real Property, (ii) the Personalty, and (iii) the
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Intangible Personal Property, collectively.
Proration Date: The day immediately preceding the Closing Date.
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Purchase Price: One Hundred Nineteen Million Five Hundred Two Thousand
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Thirty-Seven Dollars ($119,502,037).
Real Property: The Land together with the Improvements located on the
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Land.
Records: All books and records maintained by Seller or its agents
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pertaining to the Property (excluding organizational documents of Seller and
documents relating to the ongoing governance of the entities which comprise
Seller).
Survey: The survey for the Real Property prepared in accordance with
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Section 5.3(a).
Title Company: First American Title Insurance Company.
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Title Defect: A lien, claim, charge, security interest or encumbrance
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other than a Permitted Exception.
UCC: The Uniform Commercial Code in effect in California.
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1.2 References. Except as otherwise specifically indicated, all
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references to Section and Subsection numbers refer to Sections and Subsections
of this Agreement, and all references to Exhibits refer to the Exhibits attached
hereto. The words "hereby," "hereof," "herein," "hereof," "hereto," "hereunder,"
"hereinafter," and words of similar import refer to this Agreement as a whole
and not to any particular Section or Subsection hereof. The word "hereafter"
shall mean after, and the term "heretofore" shall mean before, the date of this
Agreement. Captions used herein are for convenience only and shall not be used
to construe the meaning of any part of this Agreement.
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ARTICLE 2
PURCHASE AND SALE/LEASE TERMINATION
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2.1 Purchase and Sale/Lease Termination Subject to the conditions
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and on the terms contained in this Agreement:
(a) Purchaser agrees to purchase and acquire from Seller, and
Seller agrees to sell and convey to Purchaser, the Property by a recordable
grant deed in the form attached hereto as Exhibit I (the "Deed").
(b) Purchaser and Seller agree to terminate the Lease.
(c) Purchaser agrees to purchase and acquire from Seller, and
Seller agrees to sell, assign and transfer to Purchaser pursuant to an
Assignment and Assumption Agreement in the form attached hereto as Exhibit L,
all of Seller's right, title and interest in (i) the Contracts listed under the
heading "Assigned Contracts" on Exhibit G hereto, and (ii) the Intangible
Personal Property pertaining to the Property.
(d) Purchaser agrees to purchase and acquire from Seller, and
Seller agrees to sell, assign and transfer to Purchaser, the Personal Property
owned by Seller, if any, by good and sufficient bill of sale in the form
attached hereto as Exhibit E.
ARTICLE 3
PURCHASE PRICE
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3.1 Purchase Price Purchaser agrees to pay to Seller, and Seller
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agrees to accept payment of the Purchase Price as follows:
(a) The Deposit shall be applied against the Purchase Price at
Closing. The Deposit shall be paid to Seller if the transaction contemplated
hereby fails to close for any reason, including without limitation a default by
Seller.
(b) At Closing, Purchaser shall pay to Seller the Deposit and the
balance of the Purchase Price, plus or minus prorations and adjustments as
hereinafter provided, in cash or by wire transfer of collected federal funds for
immediate credit. The Purchase Price shall not be adjusted due to variances in
acreage or square footage of the Land or Building from those stated in the
Recitals.
3.2 Escrow Not later than two (2) business days following the date
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hereof, the parties, through their respective attorneys, shall establish an
escrow (the "Escrow") with Escrowee, if not established as of the date hereof,
and shall deposit a copy of an executed counterpart of this Agreement with
Escrowee. Seller and Purchaser agree to execute such escrow instructions,
consistent with this Agreement, as may be necessary or appropriate to consummate
the transactions contemplated in this Agreement; provided, however, that in the
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event of any conflict between the provisions of this Agreement and any such
escrow instructions, the terms of this Agreement shall control. Upon opening of
said Escrow, Purchaser shall cause the Deposit to be deposited in said Escrow.
Purchaser shall direct the Escrowee to invest the Deposit in accounts or
securities permitted by Escrowee at the highest available rate of interest.
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Said Escrow shall be auxiliary to this Agreement, and this Agreement shall not
be merged into nor in any manner superseded by said Escrow. The parties shall
instruct Escrowee to file with the Internal Revenue Service the information
return (Form 1099B) required by Section 6045(e) of the Internal Revenue Code and
any regulations issued pursuant thereto in connection with the sales proceeds
delivered to Seller at the Closing. Seller shall be responsible to give to the
Escrowee such information as the Escrowee requires to complete said form.
3.3 Review and Inspection At any time prior to Closing, Purchaser shall
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have the right to enter upon the Real Property to inspect the Property and to
conduct tests and investigations at its sole cost and expense. In addition,
Seller shall allow Purchaser to review all Records. Seller shall cooperate with
Purchaser, or its agents, in arranging such inspections and reviews, provided
that Purchaser shall give Seller at least twenty four (24) hours prior notice of
the need for Seller's cooperation. Purchaser may order an environmental report,
at Purchaser's sole cost and expense, to be conducted by an environmental
engineering firm selected by Purchaser (the "Environmental Study"). Purchaser
may contact governmental bodies and agencies regarding the Property. Purchaser
acknowledges that prior to the date of this Agreement, Seller provided Purchaser
all the information described on Exhibit C. Within ten (10) days after request
therefore by Purchaser, Seller shall, from time to time, update any information
previously provided by Seller pursuant hereto. If this Agreement terminates for
any reason other than a breach by Seller hereunder, then Purchaser shall
promptly return to Seller all materials delivered by Seller to Purchaser and
deliver to Seller, without representation or warranty, express or implied, all
non-proprietary studies, tests and reports relating to the physical condition of
the Property prepared by third party consultants for Purchaser. The immediately
preceding sentence shall survive the termination of this Agreement. All entry
onto and inspections of the Real Property shall be subject to the following:
(a) The persons or entities performing work for the Purchaser shall
have obtained all required licenses and permits for performing relevant tests on
the Real Property prior to performing any tests on the Real Property. Prior to
entry onto the Real Property to perform any tests or other due diligence
investigations pursuant to this Agreement, each of Purchaser's third party
consultants and contractors shall have obtained a policy or policies of
commercial general liability insurance providing for a combined single limit of
not less than One Million Dollars ($1,000,000) per occurrence and aggregate,
covering liability to property or persons for such consultant's or contractor's
activities on or about the Real Property, and naming Seller as an additional
insured.
(b) Seller shall have the right, at Seller's sole cost and expense,
to have one (1) or more representatives of Seller accompany Purchaser and
Purchaser's agents, employees, consultants, contractors and representatives
(collectively "Purchaser's Representatives") while they are on the Real Property
pursuant to this Agreement.
(c) If the Property is damaged in connection with any of
Purchaser's activities pursuant to this Agreement, Purchaser, at Purchaser's
sole cost and expense, shall immediately repair such damage and restore the Real
Property to its condition existing immediately prior to such activities. Until
restoration is complete, Purchaser shall take all steps necessary to ensure that
any conditions on the Real Property created by Purchaser's activities do not
create any dangerous or unhealthy conditions on the Real Property. Purchaser
agrees that the activities of
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Purchaser and Purchaser's Representatives under this Article 3 shall not
constitute an interference with or disturbance of Purchaser's rights as tenant
under the Leases. The restoration obligation contained in this Section 3.3(c)
shall survive the termination of this Agreement.
(d) Purchaser shall indemnify, defend (with counsel reasonably
acceptable to Seller) and hold harmless Seller for, from and against any and all
claims, damages, liens, judgments, demands, obligations, actions, costs,
liabilities and losses (including mechanics' liens) and expenses (including,
without limitation, attorneys' fees) ("Claims and Liabilities") to the extent
arising out of any entry by Purchaser or Purchaser's Representatives, except
that such obligations shall not apply to the extent such Claims and Liabilities
arise out of any negligent acts or omissions of Seller or any of Seller's
agents, representatives, employees, consultants or contractors. The indemnity,
defense and hold harmless obligations contained in this Section 3.3(d) shall
survive Close of Escrow or any termination of this Agreement.
ARTICLE 4
COVENANTS, REPRESENTATIONS AND WARRANTIES
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4.1 Covenants, Representations and Warranties of Seller To induce Purchaser
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to execute, deliver and perform this Agreement, Seller covenants, represents and
warrants to Purchaser on and as of the date hereof as follows:
(a) Authority. The Seller has the power and authority to sell,
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transfer, convey and deliver the Property to be sold and purchased hereunder, to
terminate the Lease, and to enter into the agreements contemplated hereby, and
all required action and approvals therefor have been duly taken and obtained.
The individuals signing this Agreement and all other documents executed pursuant
hereto on behalf of the Seller are duly authorized to sign same on behalf of the
Seller and to bind the Seller.
(b) No Breach. The execution and delivery of this Agreement, the
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consummation of the transactions provided for herein and the fulfillment of the
terms hereof will not result in a breach of any of the terms or provisions of,
or constitute a default under, any agreement of the Seller or any instrument to
which the Seller is a party or by which the Seller or the Property is bound, or
any judgment, decree or order of any court or governmental body, or any
applicable law, rule or regulation.
(c) Leases. Exhibit F is a complete and correct list of all leases,
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tenancies, occupancy licenses and other rights of occupancy or use for all or
any portion of the Property (other than subleases or other agreements assigned
to Purchaser or to which Purchaser or any affiliate of Purchaser is a party)
currently in effect.
(d) Commissions. No brokerage or leasing commission or other
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compensation is or will be due or payable to any person, firm, corporation or
other entity with respect to or on account of any of the Leases affecting the
Real Property or the current subleases to America Online, Inc. and
Hewlett-Packard (provided, however that the foregoing shall not apply with
respect to any breach of the tenant's representations, warranties or other
obligations expressly set forth in the Leases or with respect to any such
commission or compensation incurred by Purchaser).
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(e) Condemnation. Seller has not received written notice of any
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pending condemnation, expropriation, eminent domain, or similar proceeding
affecting all or any portion of the Real Property, and the Seller has no actual
knowledge that any such proceeding is contemplated.
(f) Contracts. To Seller's actual knowledge, attached hereto as
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Exhibit G is a complete list of all Contracts currently in effect for the
Property. The Seller has no actual knowledge of any defaults under any of such
Contracts, and all of such Contracts are in good standing and in full force and
effect. The Seller shall, effective as of Closing, terminate all Contracts
listed as "Terminated Contracts" on Exhibit G hereto, and the Seller shall pay
at or prior to the Closing all amounts which are or may come due under such
terminated Contracts.
(g) Employees. The Seller has no employees.
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(h) Legal Requirements. The Seller has not received notice of existing
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violations of any Legal Requirements by the Property or due to the operation of
the Property which remain uncured.
(i) Litigation. The Seller has not received written notice of any
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action, suit or proceeding pending, and Seller has no actual knowledge of any
threatened against or affecting all or any portion of the Property, or any of
the Leases affecting the Real Property, or relating to or arising out of the
ownership, management or operation of the Property, in any court or before or by
any federal, state, county or municipal department, commission, board, bureau or
agency or other governmental instrumentality.
(j) Value. The Seller has not received notice of any proposed change
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in the assessed valuation of all or any portion of the Real Property for real
property tax purposes other than the customary reassessments imposed annually
pursuant to Laws, provided however that Purchaser is hereby advised that the
Real Property will also be subject to reassessment in connection with any work
in progress or otherwise completed and not yet reassessed.
(k) License and Permits. The licenses and permits listed on Exhibit H
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are all of the renewable licenses and permits currently held by the Seller in
connection with its ownership and operation of the Real Property. The Seller has
not received written notice of any intention on the part of the issuing
authority to cancel, suspend or modify any of such licenses or permits or any
other license or permit issued in connection with the ownership or operation of
the Real Property or to take any action or institute any proceedings to effect
such a cancellation, suspension or modification. The Seller has not received
written notice that it fails to hold any licenses, franchises, certifications,
authorizations, approvals or permits required by any governmental or
quasi-governmental authority for the use and operation of the Property as the
same is presently used and operated or that the operation of such Property fails
to comply with any of the licenses and permits. All of the licenses and permits
are fully paid for, and the Seller has made, or will make, application for
renewals of any such licenses and permits which will expire before the Closing
Date.
(l) Exactments/Recapture Agreements. Except as disclosed in any
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preliminary title reports, the documents listed on Exhibit J (the "Environmental
Reports") hereto
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or in any other materials delivered by Seller to Barry Popkin, Robert Dmytryk or
Peter Ross (collectively, the "Delivered Materials"), the Seller has no actual
knowledge of any outstanding obligations in connection with the Land it owns for
any exactments. Except as disclosed in the Delivered Materials, the Seller has
no actual knowledge of any outstanding obligations in connection with the Land
for any so-called "recapture agreement" involving refund for sewer extension,
oversizing utility, lighting or like expense or charge for work or services done
upon or relating to the Real Property. To the Seller's actual knowledge, no
portion of its Property is subject to or is affected by any special assessment
or special taxing district, except as disclosed in the Delivered Materials.
(m) Zoning. The Seller has no actual knowledge of any existing,
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pending, contemplated, threatened or anticipated (i) change in the zoning
classification of the Real Property or (ii) widening, change of grade or
limitation on use of streets abutting the Real Property, except as may be
disclosed in the Delivered Materials.
(n) Environmental Reports. The Delivered Materials include all reports
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currently in the Seller's possession related to whether any Hazardous Materials
have been located on the Real Property or have migrated onto the Real Property
or have been released into the environment, or discharged, placed or disposed of
at, on or under the Real Property.
The term "Hazardous Materials" shall mean and include the following,
including mixtures thereof: any hazardous substance, pollutant, contaminant,
waste, by-product or constituent regulated under the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.; oil
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and petroleum products and natural gas, natural gas liquids, liquefied natural
gas and synthetic gas usable for fuel; pesticides regulated under the Federal
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.;
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asbestos and asbestos-containing materials, PCBs and other substances regulated
under the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; source
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material, special nuclear material, by-product material and any other
radioactive materials or radioactive wastes, however produced, regulated under
the Atomic Energy Act of 1954, 42 U.S.C Section 2011 et seq., or the Nuclear
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Waste Policy Act of 1982, 42 U.S.C 10101 et seq.; chemicals subject to the OSHA
Hazard Communication Standard, 29 C.F.R. { 1910.1200 et seq.; and industrial
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process and pollution control wastes, whether or not hazardous within the
meaning of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
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seq. The term "Environmental Laws" shall mean and include all federal, state and
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local statutes, ordinances, regulations and rules in effect and as amended from
time to time relating to environmental quality, health, safety, contamination
and clean-up, including, without limitation, the Clean Air Act, 42 U.S.C.
Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq., and
-- --- -- ---
the Water Quality Act of 1987, 33 U.S.C. Section 1251; the Federal Insecticide,
Fungicide, and Rodenticide Act 7 U.S.C. Section 136 et seq.; the Marine
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Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.; the
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National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise
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Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health
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Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act
42 U.S.C. Section 6901 et seq., as amended by the Hazardous and Solid Waste
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Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.;
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the Comprehensive Environmental Response, Compensation and Liability Act 42
U.S.C. Section 9601 et seq., as amended by the Superfund Amendments and
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Reauthorization Act, the Emergency Planning and
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Community Right-to-Know Act of 1986, 12 U.S.C. Section 1101 et seq., and the
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Radon Gas and Indoor Air Quality Research Act of 1986, 42 U.S.C. Section 7401,
et seq.; the Toxic Substances Control Act 15 U.S.C. Section 2601 et seq.; the
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Atomic Energy Act of 1954, 42 U.S.C. Section 2011 et seq., and the Nuclear Waste
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Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and state and local
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environmental statutes and ordinances, with implementing regulations and rules,
as any of the foregoing may be amended from time to time.
(o) Documents. The Delivered Materials, together with the JCP Report
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referenced in Section 15.15 and the Contracts described on Exhibit G, constitute
all of the documents of the type described in Exhibit C affecting the Property
which are currently in the Seller's possession with respect to the Property.
The representations and warranties made by Seller in this Section 4.1
shall survive the Closing and not be merged therein for a period of one (1)
year, and the Seller shall only be liable to Purchaser hereunder for a breach of
representation or warranty made herein with respect to which a claim is made by
Purchaser against the Seller on or before the first anniversary of the Closing
Date.
4.2 Covenants, Representations and Warranties of Purchaser.
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Purchaser covenants, represents and warrants to Seller as follows:
(a) Authority. Purchaser has the power and authority to purchase and
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accept the Property to be sold and purchased hereunder, to terminate the Lease,
and to enter into the agreements contemplated hereby, and all required action
and approvals therefor have been duly taken and obtained. The individuals
signing this Agreement and all other documents executed pursuant hereto on
behalf of Purchaser are duly authorized to sign same on behalf of Purchaser and
to bind Purchaser.
(b) No Breach. The execution and delivery of this Agreement, the
---------
consummation of the transactions provided for herein and the fulfillment of the
terms hereof will not result in a breach of any of the terms or provisions of,
or constitute a default under, any agreement of Purchaser or any instrument to
which Purchaser is a party or by which Purchaser is bound, or any judgment,
decree or order of any court or governmental body, or any applicable law, rule
or regulation.
ARTICLE 5
MATTERS
-------
5.1 Closing. The closing of the transaction contemplated hereby (the
-------
"Closing") shall take place on October 1, 2001 (the "Closing Date"). The parties
will deposit documents and funds into escrow in sufficient time to close on the
scheduled Closing Date, but in any event documents shall be deposited at least
one (1) business day prior to the scheduled Closing Date. The Closing shall be
effected pursuant to the Escrow Instructions.
5.2 [Retained for Numbering Purposes Only]
9
<PAGE>
5.3 Survey, Title Commitment and Searches. Seller shall deliver to
-------------------------------------
Purchaser the following (hereinafter referred to collectively as the "Title
Documents") within ten (10) days after the date hereof, to the extent not
already delivery as of the date hereof:
(a) Survey. Five (5) copies of a Plat of Survey of the Property
------
prepared after the date hereof by a surveyor licensed by the State of
California, in conformity with the "Minimum Standard Detail Requirements for
ALTA/ACSM Land Title Surveys" jointly established and adopted by ALTA and ACSM
in 1999, meeting the accuracy requirements of an Urban Survey, as defined
therein, and including items 1-4 and 6-11 and 13 in Table A contained therein,
and in conformity with such standards as are required by the Title Insurer as a
condition to the removal of any general survey exceptions from the Title
Commitment (other than those matters that may be shown by the survey), certified
to Purchaser and the Title Company.
Purchaser acknowledges having received a preliminary title report
("Title Report") dated as of July 9, 2001 issued by the Escrowee with respect to
the Real Property, together with full and legible copies of all documents
("Title Papers") referred to in the Title Report. Purchaser shall arrange for
any update thereto and such other information relating to title matters as
Purchaser may desire directly with the Escrowee and Title Company.
5.4 Defects.
-------
(a) Seller shall be obligated to remove mortgages, deeds of trust
and other monetary liens or encumbrances of a definite and liquidated amount
which encumber the Real Property (other than non-delinquent real property taxes
and assessments and any encumbrances caused by or through Purchaser, the
Purchaser's Representatives, or any tenant or subtenant of the Property)
("Mortgage Liens"), which the parties agree may be removed by the use of the
proceeds of sale at Closing. If the proceeds of sale are insufficient to remove
all Mortgage Liens, the Seller shall deposit at Closing any additional amount
required to remove such Mortgage Liens, and should Seller fail to do so,
Purchaser may exercise any remedy available to Purchaser at law or in equity
against Seller. If any such Title Defect other than a Mortgage Lien is not cured
(or subject to Purchaser's approval (not to be unreasonably withheld), insured
over by the Title Company) on or prior to the Closing Date, Purchaser may
either: (i) terminate this Agreement, in which event (hereinafter referred to as
"Election No. 1") the parties shall have no further Obligation or liability to
each other hereunder other than the obligations which are expressly stated
herein to survive the termination of this Agreement ("Surviving Obligations")
and the interest on the Deposit shall be returned to Purchaser; or (ii) accept
title with the Title Defect, without any adjustment to the Purchase Price and
without any liability of Seller with respect thereto (hereinafter referred to as
"Election No. 2"). Title Defects which are acceptable as part of Election No. 2
shall thereupon be deemed to be Permitted Exceptions.
(b) Purchaser's obligations hereunder shall be contingent on the
Title Company being unconditionally committed to issue, at the Closing, (i) an
ALTA Owner's Policy of Title Insurance (Form B, rev. 10/17/70) in the amount of
the Purchase Price insuring fee simple title to the Real Property in the
Purchaser subject only to the Permitted Exceptions and the pre-printed
exceptions not removed by extended coverage, and with a Zoning 123.2 endorsement
(with parking), an access endorsement, a contiguity endorsement, a restrictions
10
<PAGE>
endorsement, and such other endorsements as may be reasonably requested by
Purchaser and available in California (the "ALTA Title Policy").
ARTICLE 6
DELIVERIES
----------
6.1 Seller's Deliveries. At least one day prior to the Closing Date,
-------------------
Seller shall deposit in the Escrow the following:
(a) the Deed executed by the Seller, together with a separate
statement regarding documentary transfer tax in the form attached in Exhibit I-1
containing the information requested therein, which separate statement shall not
be recorded as a public record in the Official Records, but shall be filed with
the County Recorder when the Deed is recorded in the Official Records;
(b) a Bill of Sale in the form attached hereto as Exhibit E
executed by the Seller;
(c) the Assignment and Assumption Agreement (the "Assignment") in
the form attached hereto as Exhibit L executed by the Seller;
(d) a termination of the Lease in the form attached hereto as
Exhibit K (the "Lease Termination") effective as of the Closing Date, executed
by the Seller;
(e) originals of certificates of occupancy, licenses, permits,
authorizations, consents and approvals required by law and issued by any
governmental or quasi-governmental authority having jurisdiction over the Real
Property (to the extent in the Seller's possession) and copies of all
certificates, if any, issued by the local board of fire underwriters (or other
body exercising similar functions) to the extent in the Seller's possession, to
the extent not previously delivered to Purchaser;
(f) to the extent in the Seller's possession and not previously
delivered to Purchaser, a complete set of as-built architectural and engineering
drawings, utilities layout plans, topographical plans and the like used in the
construction of the buildings, structures and other improvements on the Real
Property;
(g) originals or certified copies of all Contracts then in the
Seller's possession, which will be assigned pursuant to the Assignment;
(h) a written certification ("FIRPTA Certificate"), which
certification shall be in compliance with the Tax Reform Act of 1984 (the "Act")
and the regulations thereunder that are imposed by the Foreign Investment in
Real Property Tax Act ("FIRPTA") and certifying that the Seller is not a person
or entity subject to withholding under FIRPTA and the Act, and containing the
Seller's tax identification number and address. If Seller does not provide such
written certification, Purchaser may withhold at Closing ten percent (10%) of
the gross proceeds of the sale of the Property for remittance to the Internal
Revenue Service in accordance with the provisions of the Act;
11
<PAGE>
(i) a California 597-W form; and
(j) a certificate remaking and updating through the Closing Date
the representations and warranties made in Section 4.1 hereof, or in the
event the Seller has knowledge that any such representations and warranties are
no longer accurate, describing how they are no longer accurate.
6.2 Purchaser's Deliveries. At the Closing, Purchaser shall cause to
----------------------
be delivered to Seller:
(a) the Purchase Price required to be paid pursuant to Section 3.1
hereof;
(b) the Lease Termination executed by Purchaser;
(c) the Assignment executed by Purchaser;
(d) a certificate remaking and updating through the Closing Date
the representations and warranties made in Section 4.2 hereof, or in the event
the Purchaser has knowledge that any such representations and warranties are no
longer accurate, describing how they are no longer accurate.
6.3 Closing Statement. Not later than five (5) days prior to the
-----------------
Closing Date, Seller and Purchaser shall request of the Escrowee that Escrowee
prepare a closing statement showing the funds to be delivered, closing costs and
prorations for the transactions contemplated hereby in accordance with the
provisions of Article 7 hereof.
6.4 Further Assurances. Each of parties hereto, at the Closing, will
------------------
execute such additional instruments, documents or certificates as is reasonably
required in order to consummate the purchase and sale of the Property pursuant
to this Agreement.
ARTICLE 7
APPORTIONMENTS; TAXES; UTILITIES
--------------------------------
The following items shall be adjusted and apportioned between Seller
and Purchaser as follows:
7.1 Taxes. There shall be no proration of ad valorem real estate
-----
taxes, general and special real property assessments, personal property taxes,
charges and assessments ("Taxes") affecting the Property pursuant to this
Agreement or under the Lease.
7.2 Rents. All rents with respect to the Real Property shall be
-----
prorated as of midnight of the Proration Date, such that Seller shall be
entitled to rents which are due or past due or not yet due but accrued under the
terms of the Lease, prorated to midnight of the Proration Date, regardless of
when such payments are actually made and Purchaser shall be entitled to all such
rents and other revenues accruing on and after the Closing Date. Any proration
of rents between Purchaser and Seller pursuant to this Section shall also be
deemed to have satisfied any rent proration requirements of the landlord and
tenant under the Lease.
12
<PAGE>
7.3 Security Deposits. All cash security and other deposits of the
-----------------
tenant under the Lease not theretofore applied, shall be delivered by Seller to
Purchaser on the Closing Date, or as to such cash deposits, Seller may elect to
give Purchaser a credit against the Purchase Price in the amount of such
deposits. Any security deposit in the form of a letter of credit shall be
delivered to Purchaser immediately following the Closing. Any such delivery or
credit of the security and other deposits by Seller shall also be deemed to
satisfy any requirement under the Lease for the return of such security and
deposits to the tenant under the Lease.
7.4 Contracts. Purchaser shall be entitled to a credit against the
---------
Purchase Price for sums that are due (or accrued) and unpaid as of the Closing
Date under any contracts listed on Exhibit G as "Assigned Contracts", and Seller
shall be entitled to a credit to the extent that sums have been paid under any
such Contracts for services to be performed or goods to be delivered after the
Closing Date. At Closing, Seller shall at its cost and expense terminate the
existing insurance policies affecting the Property, and there shall be no
prorations of any amounts related thereto under this Agreement or under the
Lease.
7.5 Other Property Operating Expenses. Operating expenses for the
---------------------------------
Property shall be prorated as of midnight of the Proration Date. Seller shall
pay all utility charges and other operating expenses attributable to the
Property to, but not including the Closing Date (except for those utility
charges and operating expenses payable by tenant in accordance with the Lease)
and Purchaser shall pay all utility charges and other operating expenses
attributable to the Property on or after the Closing Date together with any
utility charges and operating expenses payable by tenant in accordance with the
Lease (other than real property taxes and assessments and insurance premiums).
To the extent that the amount of actual consumption of any utility services is
not determined prior to the Closing Date, a proration shall be made at Closing
based on the last available reading and post-closing adjustments between
Purchaser and Seller shall be made within twenty (20) days of the date that
actual consumption for such pre-closing period is determined, which obligation
shall survive the Closing and not be merged therein. Seller shall not assign to
Purchaser any deposits which Seller has with any of the utility services or
companies servicing the Property, and Seller shall be entitled to the return of
such deposits from the utility provided, if any. Purchaser shall arrange with
such services and companies to have accounts opened in Purchaser's name
beginning at 12:01 a.m. on the Closing Date.
7.6 Insurance Premiums. At Closing, Seller shall cancel the
------------------
existing insurance policies for the Property. Seller shall pay all insurance
premiums owed prior to the Closing Date and there shall be no proration of such
items.
7.7 No Credit For Tenant Inducements. Purchaser agrees that there shall
--------------------------------
be no payment or credit to Purchaser or liability to any tenant for any
allowances and other expenditures required to complete tenant improvements or to
satisfy other tenant inducements to be provided by the landlord under the Lease.
ARTICLE 8
CONDITIONS TO SELLER'S OBLIGATIONS
----------------------------------
8.1 Seller's Conditions Precedent. The obligation of Seller to close
-----------------------------
the transaction contemplated hereby is, at Seller's option, subject to all
representations and warranties of
13
<PAGE>
Purchaser contained in this Agreement being true and correct in all material
respects at and as of the Closing Date and all covenants of Purchaser to have
been performed on or before the Closing Date having been timely and duly
performed in all material respects, which conditions are for Seller's benefit
only and can be unilaterally waived by Seller.
ARTICLE 9
CONDITIONS TO PURCHASER'S OBLIGATIONS
-------------------------------------
9.1 Feasibility Contingency. The obligation of Purchaser to close the
-----------------------
transaction contemplated hereby is, at the option of Purchaser, subject to
Purchaser's being satisfied, in Purchaser's sole and absolute discretion, with
the Records, Lease, Contracts and reports for the Property and the results of
its physical inspections of the Property, including, but not limited to,
environmental and engineering reports, and the availability of financing for the
proposed acquisition (the "Feasibility Contingency"). Purchaser shall have
through September 30, 2001 (the period from the date hereof through September
30, 2001 being the "Contingency Period") for satisfaction of the Feasibility
Contingency. If Purchaser does not terminate this Agreement by written notice to
Seller given prior to the expiration of the Contingency Period, Purchaser shall
be deemed to have satisfied the Feasibility Contingency, in which event, subject
to the terms and conditions hereof, Purchaser shall be obligated to close the
transaction contemplated hereby. If Purchaser does terminate this Agreement by
written notice to Seller given prior to the expiration of the Contingency
Period, the interest on the Deposit shall forthwith be released to Purchaser
from Escrow, the Deposit shall forthwith be released to Seller from Escrow, and,
thereupon, this Agreement shall become null and void and neither party shall
have any further rights and obligations hereunder, other than the Surviving
Obligations.
9.2 Additional Conditions Precedent. The obligation of Purchaser to
-------------------------------
close the transaction contemplated hereby is, at Purchaser's option, further
subject to all representations and warranties of the Seller contained in this
Agreement being true and correct in all material respects at and as of the
Closing Date, all covenants of Seller contained in this Agreement to have been
performed on or before the Closing Date having been timely and duly performed in
all material respects, the Title Company being committed to issue the ALTA Title
Policy, and there being no material change in the condition of the Property from
the date of the waiver of the Feasibility Condition through the Closing Date
(other than changes caused by Purchaser, the Purchaser's Representatives or any
tenant or subtenant of Purchaser).
ARTICLE 10
ACTIONS AND OPERATIONS PENDING
------------------------------
10.1 Actions and Operations Pending Closing. Seller agrees that
--------------------------------------
from the date hereof through the Closing Date:
(a) Except as may be provided to the contrary herein, the
Property will continue to be operated and maintained substantially in accordance
with the Seller's present standards (except to the extent failure to so maintain
such Property is due to the tenant's breach of its obligations under the Lease).
14
<PAGE>
(b) the Seller shall perform or cause to be performed all obligations
of the landlord under the Lease, all obligations of Seller under the Contracts
to which it is a party and all licenses and permits, all obligations of Seller
under the Legal Requirements applicable to the Property, and all obligations of
the mortgagor under the any mortgage affecting the Property, to and including
the Closing Date or termination of this Agreement. From the date hereof to the
Closing Date or earlier termination of this Agreement, Seller shall operate and
manage the Property in the same manner as it has been operated and managed
heretofore, provided that during said period, without the prior written consent
of Purchaser (except as indicated below), Seller shall not do, suffer or permit,
or agree to do, any of the following:
(i) Enter into any transaction with respect to or affecting the
Property out of the ordinary course of business;
(ii) Sell, lease, encumber or grant any interest in the Property
or any part thereof in any form or manner whatsoever; or
(iii) Remove from the Real Property any of the fixtures thereon
or any of the Personalty.
(c) Seller will not enter into any new contracts affecting the
Property, or cancel, modify or renew any existing Contracts, without the prior
written consent of Purchaser, which consent shall not be unreasonably withheld.
Seller shall comply with all applicable terms, provisions and obligations of
Seller contained in the Contracts and any other contractual arrangements
referred to in this Agreement applicable to Seller.
(d) Seller shall notify Purchaser promptly if Seller becomes aware of
any transaction or occurrence prior to the Closing Date which would make any of
the representations or warranties of Seller contained in Section 4.1 untrue in
any material respect.
(e) Seller will maintain in effect all policies of casualty and
liability insurance, or similar policies of insurance, with the same limits of
coverage which they now carry with respect to the Property.
ARTICLE 11
DAMAGE OR DESTRUCTION; CONDEMNATION; INSURANCE
----------------------------------------------
11.1 Termination of Agreement. If at any time after the date hereof and
------------------------
prior to the date of Closing, (i) all or any material portion of the Property is
destroyed or damaged as a result of fire or any other casualty whatsoever or
(ii) if any proceeding relating to the proposed taking of all or any material
portion of the Property by condemnation or eminent domain is instituted or
threatened by any public authority, then, at the option of Purchaser, this
Agreement shall terminate and shall be cancelled with no further liability of
either party to the other, other than the Surviving Obligations. Seller shall
give Purchaser written notice of any such casualty or instituted or threatened
proceeding within three (3) days after Seller becomes aware of the occurrence
thereof.
11.2 No Termination of Agreement. If there is any partial or total damage
---------------------------
or destruction or condemnation or taking, as above set forth, and if Purchaser
elects not to terminate
15
<PAGE>
this Agreement as herein provided, then in any such case all condemnation and
insurance proceeds paid or payable to the Company or Seller as a result thereof
shall belong to Purchaser at the Closing and shall be paid over and assigned to
Purchaser at Closing, and Seller shall further execute all assignments and any
other documents or other instruments as Purchaser may reasonably request or as
may be necessary to transfer all interest in all such proceeds to Purchaser or
to whomever Purchaser shall direct.
ARTICLE 12
LIABILITIES, ASSIGNMENT AND ASSUMPTION OF CERTAIN CONTRACT OBLIGATIONS
---------------------------------------------------------------------
12.1 No Liability of Purchaser. Except as expressly provided herein,
-------------------------
Purchaser shall not assume or take subject to any liabilities or obligations of
the Property or Seller existing or accrued as of the date of Closing, and Seller
shall pay the same as they mature and shall hold Purchaser harmless with respect
to all thereof. Liabilities and obligations of the Property accruing after the
date of Closing shall be the responsibility of Purchaser or the Property, as the
case may be.
12.2 Assumption of Liabilities by Purchaser. Subject to the terms and
--------------------------------------
conditions of this Agreement, Seller will assign to Purchaser all of its right,
title and interest in and to the Contracts listed as "Assigned Contracts" on
Exhibit G hereto, and Purchaser will assume and agree to perform Seller's duties
and obligations thereunder accruing on and after the date of Closing, pursuant
to the Assignment.
ARTICLE 13
[Retained for Numbering Purposes Only]
ARTICLE 14
NOTICES
-------
14.1 Notices. Except as otherwise provided in this Agreement, all
-------
notices, demands, requests, consents, approvals and other communications (herein
collectively called "Notices") required or permitted to be given hereunder, or
which are to be given with respect to this Agreement, shall be in writing and
shall be personally delivered or sent by registered or certified mail, postage
prepaid, return receipt requested, or by overnight express courier, postage
prepaid, addressed to the party to be so notified as follows:
If intended for Seller, to: Sobrato Development Co. #792
10600 North De Anza Boulevard, Suite 200
Cupertino, California 95014
Attention: John M. Sobrato
16
<PAGE>
Copies to: Berliner Cohen
Ten Almaden Boulevard
11/th/ Floor
San Jose, California 95113-2233
Attention: Kathy Siple
If intended for Purchaser, to: VeriSign, Inc.
487 East Middlefield Road
Mountain View, California 94043-4047
Attention: Rick Walsh
with copies to: VeriSign, Inc.
21355 Ridgetop Circle
Dulles, Virginia 20166-6503
Attention: Henry F. White, III
and: VeriSign Inc.
487 East Middlefield Road
Mountain View, California 94043-4047
Attention: James Ulam, Esq.
Senior Vice President,
General Counsel
and: Jones Lang LaSalle Americas, Inc.
8484 Westpark Drive, Suite 710
McLean, Virginia 22102
Attention: Kenneth W. Rudy
and: Piper Marbury Rudnick & Wolfe, LLP
1200 Nineteenth Street, NW
Washington, D.C. 20036-2412
Attention: Jeffrey R. Keitelman
Notice mailed by registered or certified mail shall be deemed received
by the addressee three (3) days after mailing thereof. Notice personally
delivered shall be deemed received when delivered. Notice mailed by overnight
express courier shall be deemed received by the addressee one (1) business day
after mailing thereof. Either party at any time may change the address for
notice to such party by mailing, sending or delivering a Notice as aforesaid.
ARTICLE 15
MISCELLANEOUS
-------------
15.1 Expenses. All costs associated with the transfer of title to the
--------
Property and the associated escrow shall be in accordance with the customary
practices in Santa Clara County, California except as otherwise expressly set
forth herein. Seller shall pay one-half (1/2) of the escrow fees, one-half (1/2)
of the applicable city transfer taxes, all of the documentary county transfer
taxes, all of the recording costs necessary to remove monetary liens which the
Seller is
17
<PAGE>
required or elects to remove pursuant to this Agreement, and the portion of the
premium charged by the Title Company for the ALTA Title Policy which is
attributable to basic CLTA coverage (including for those endorsements required
by the Title Company to be obtained in order to cause the removal from title of
objectionable title matters which Seller is required to remove in accordance
with the provisions of Section 5.3 above) . Purchaser shall pay one-half (1/2)
of the escrow fees, one-half (1/2) of the applicable city transfer taxes, all
costs associated with Purchaser's financing, all of the recording costs with
respect to the Deed, and the entire portion ALTA Title Policy not required to be
paid by Seller (including endorsements). The fees and expenses of Seller's
designated representatives, accountants and attorneys shall be borne by Seller,
and the fees and expenses of Purchaser's designated representatives, accountants
and attorneys shall be borne by Purchaser. The provisions of this Section 15.1
shall survive Closing.
15.2 Brokerage. Seller and Purchaser each hereby represent and warrant
---------
to the other that with the exception of Jones Lang LaSalle Americas, Inc., to
whom Purchaser shall pay all commissions due, neither has dealt with any broker
or finder in connection with the transaction contemplated hereby, and each
hereby agrees to indemnify, defend and hold the other harmless of and from any
and all manner of claims, liabilities, loss, damage, attorneys' fees and
expenses, incurred by the other party and arising out of, or resulting from, any
claim by any such broker or finder in contravention of the representing party's
representation and warranty herein contained. The parties' obligations hereunder
shall survive the termination of this Agreement.
15.3 Books and Records. Seller covenants and agrees that the Records
-----------------
will remain at Seller's offices, located within Santa Clara County, California,
for examination and audit by Purchaser and its agents for a period of five (5)
years after the Closing. The provisions of this Section 15.3 shall survive
Closing.
15.4 Seller Default. If this Agreement is terminated by a default of
--------------
Seller, the interest on the Deposit shall be promptly released to Purchaser, the
Deposit shall be promptly released to Seller, and Purchaser shall be entitled to
pursue against Seller any and all remedies available to Purchaser, at law or in
equity, including, but not limited to, specific performance. The provisions of
this Section 15.4 shall survive termination of this Agreement.
15.5 Liquidated Damages. IN THE EVENT PURCHASER FAILS TO COMPLETE THE
------------------
PURCHASE OF THE PROPERTY AS CONTEMPLATED HEREIN DUE TO THE DEFAULT BY PURCHASER
(AND NOT DUE TO A FAILURE OF A CONDITION PRECEDENT IN FAVOR OF PURCHASER) TO
PERFORM ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, WILLING AND ABLE TO
CONSUMMATE THE SALE CONTEMPLATED HEREIN, PURCHASER AND SELLER HEREBY AGREE THAT
THE DEPOSIT (TO THE EXTENT MADE) SHALL BE PAID TO AND RETAINED BY SELLER AS
LIQUIDATED DAMAGES. SUBJECT TO THIS SECTION BELOW, THE PARTIES HEREBY
ACKNOWLEDGE AND AGREE THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT
HEREUNDER BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
DETERMINE. THEREFORE, SUBJECT TO THIS SECTION BELOW, BY PLACING THEIR INITIALS
BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT (TO THE EXTENT
MADE) HAS BEEN AGREED UPON, AFTER NEGOTIATION AND TAKING INTO CONSIDERATION
18
<PAGE>
ALL CIRCUMSTANCES EXISTING AS OF THE AGREEMENT DATE, AS THE PARTIES' REASONABLE
ESTIMATE OF SELLER'S DAMAGES AS WELL AS THE RELATIONSHIP OF THE SUM TO THE RANGE
OF HARM TO SELLER THAT COULD BE ANTICIPATED AND, SUBJECT TO THIS SECTION BELOW,
SUCH SUM SHALL BE PAID TO AND RETAINED BY SELLER AS SELLER'S SOLE AND EXCLUSIVE
REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT BY
PURCHASER IN PURCHASING THE PROPERTY UNDER THIS AGREEMENT ON THE PART OF
PURCHASER. NOTWITHSTANDING THE FOREGOING, THE SURVIVING OBLIGATIONS (AS DEFINED
IN THIS AGREEMENT) SHALL NOT BE LIMITED, IMPAIRED OR OTHERWISE AFFECTED BY ANY
TERMINATION OF THIS AGREEMENT OR ANY LIQUIDATED DAMAGES RECEIVED BY SELLER
PURSUANT TO THIS SECTION AS A RESULT OF PURCHASER'S DEFAULT. AS TO THE SURVIVING
OBLIGATIONS, SELLER SHALL RETAIN THE RIGHT TO SEEK AND OBTAIN ANY AND ALL
ADDITIONAL REMEDIES AVAILABLE AT LAW AND IN EQUITY AND SHALL NOT BE LIMITED OR
AFFECTED BY THE LIQUIDATED DAMAGES PAID TO AND RETAINED BY SELLER PURSUANT TO
THIS SECTION. IN PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS
THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS
REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES
PROVISION AT THE TIME THIS AGREEMENT WAS MADE.
SELLER'S INITIALS:____________ PURCHASER'S INITIALS:________
15.6 Survival. Subject to the limitations specified in Section 4.1
--------
hereof, the representations, warranties, indemnification, defense and hold
harmless obligations and the post Closing obligations of Seller and Purchaser
contained or in the documents to be delivered at the Closing herein shall
survive the Closing.
15.7 Construction. This Agreement shall not be construed more strictly
------------
against one party than against the other, merely by virtue of the fact that it
may have been prepared primarily by counsel for one of the parties, it being
recognized that both Purchaser and Seller have contributed substantially and
materially to the preparation of this Agreement.
15.8 Confidential Information. Seller and Purchaser acknowledge that
------------------------
the economic terms of the transaction described herein are of confidential
nature and shall not be disclosed except to consultants, lenders, attorneys,
advisors and affiliates, or as required by law or regulation of any governmental
authority or self regulatory organization (i.e., NYSE, NASD), or as reasonably
necessary to consummate the transaction. Neither Seller nor Purchaser will make
any public disclosure of the economic terms of this Agreement, except as
provided in this paragraph. In connection with the preparation for the
consummation of the transactions contemplated thereby, each party acknowledges
that it will have access to confidential information relating to the other
party. Each party shall treat such information as confidential, preserve the
confidentiality thereof, not duplicate or use such information, except to
advisors, attorneys, consultants, lenders and affiliates in connection with the
transactions contemplated hereby, or in connection with any litigation involving
Seller and Purchaser or related to the
19
<PAGE>
Property, or as required by law or regulation of any governmental authority or
self-regulatory organization or as reasonably necessary to consummate the
transaction. Seller acknowledges and agrees that any press release will be made
only in a form approved in advance by Purchaser and Seller. The provisions of
this Section 15.8 shall survive Closing.
15.9 General. This Agreement may be executed in any number of
-------
counterparts, each of which shall constitute an original but all of which, taken
together, shall constitute but one and the same instrument. This Agreement
(including all Exhibits hereto) contains the entire agreement between the
parties with respect to the subject matter hereof, supersedes all prior
understandings, if any, with respect thereto (including without limitation that
certain letter signed by Purchaser and Seller dated August 10, 2001) and may not
be amended, supplemented or terminated, nor shall any Obligation hereunder or
condition hereof be deemed waived, except by a written instrument to such effect
signed by the party to be charged or as otherwise expressly provided herein. The
warranties, representations, agreements and undertakings contained herein shall
not be deemed to have been made for the benefit of any person or entity, other
than the parties hereto and their permitted successors and assigns. Captions
used herein are for convenience only and shall not be used to construe the
meaning of any part of this Agreement. If Seller is comprised of more than one
person or entity, the obligations of each such person or entity shall be
independent of the other person or entity comprising Seller, such that one
person or entity comprising Seller shall not be liable for the breach of the
other person or entity's obligations hereunder.
15.10 Headings. The headings preceding the text of the paragraphs and
--------
subparagraphs hereof are inserted solely for convenience of reference and shall
not constitute a part of this Agreement, nor shall they affect its meaning,
construction or effect.
15.11 Governing Law; Parties at Interest. This Agreement will be
-------------
governed by the law of the State of California, and will bind and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors, permitted assigns and personal representatives.
Neither Seller nor Purchaser shall assign any of its rights or obligations
pursuant to this Agreement without the consent of the other; provided, however,
that (i) Seller shall be permitted to assign its rights and obligations
hereunder to an entity affiliated with Seller or in connection with any
like-kind exchange referenced in Section 15.16 below, and (ii) Purchaser shall
be permitted to assign its rights and obligations hereunder to an affiliate of
Purchaser or to an entity established to facilitate a sale-leaseback, synthetic
lease or other off-balance sheet financing. Any such assignment by Seller shall
not relieve Seller from its liability under this Agreement. Any such assignment
by Purchaser shall not relieve Purchaser from its liability under this Agreement
for matters accruing prior to the assignment, and, unless such assignment is
made at Closing, until Closing, Purchaser shall remain jointly and severally
liable with the assignee for matters accruing after the Assignment. If the
Assignment is made at Closing, Purchaser shall have no liability under this
Agreement for matters accruing after the Assignment.
15.12 Computation of Time. In computing any period of time pursuant to
-------------------
this Agreement, the day of the act or event from which the designated period of
time begins to run will not be included. The last day of the period so computed
will be included, unless it is a Saturday, Sunday or legal holiday, in which
event the period runs until the end of the next day which is not a Saturday,
Sunday or such legal holiday.
20
<PAGE>
15.13 [Retained for Numbering Purposes Only.]
15.14 Time of the Essence. All times, wherever specified herein for the
-------------------
performance by Seller or Purchaser of their respective obligations hereunder,
are of the essence of this Agreement.
15.15 As-Is and Release. Except as otherwise specifically represented
-----------------
by Seller in this Agreement, Purchaser acknowledges and agrees that the Property
is to be purchased, conveyed and accepted by Purchaser in its present condition,
"AS-IS, WHERE-IS, WITH ALL FAULTS", without representation or warranty of any
kind, express or implied, and that no patent or latent defect in the condition
of the Property, whether or not known or discovered, shall give rise to any
claim or cause of action by Purchaser against Seller. Purchaser acknowledges and
agrees that prior to the end of the Contingency Period, Purchaser and its
representatives will have been afforded sufficient opportunity to make and
complete such review of the documents received in connection with the Property
and inspections of the Property and matters related thereto, and to investigate
any land use or other governmental issues affecting the Property as Purchaser
and its representatives desire and, except as otherwise expressly provided
herein, Purchaser shall accept the Property upon the basis of its review and
determinations. Except as otherwise expressly provided herein, Purchaser
acknowledges that the Property has been leased or otherwise used from time to
time for various industrial/commercial purposes, and has been in the past and is
currently subject to a number of environmental concerns. Purchaser further
acknowledges that prior to the end of the Contingency Period it will have been
given the opportunity to review and be knowledgeable of the matters described in
the materials provided by Seller and that Purchaser will acquire the Property
subject to all matters described in such materials. Purchaser acknowledges that
the materials provided by Seller do not constitute all materials ever received
by Seller with respect to the Property, and specifically, without limiting the
foregoing, that over the years Seller has received significantly more reports
and other information relating to the environmental condition of the Property
which are no longer in Seller's possession. Purchaser therefore agrees to rely
on the investigations of its environmental and other consultants in ascertaining
the present condition of the Property. Purchaser acknowledges that some or all
of the materials provided by Seller may have been obtained from previous owners
or users of the Property or other sources and Seller makes no representation or
warranty as to the reputation or reliability of the persons or entities
preparing the materials. Notwithstanding that Seller has made materials
available for Purchaser's review, Purchaser will make its own investigation
relative to the Property and will rely on its own investigation in determining
the suitability of the Property for its use. Without limiting the foregoing,
Purchaser shall be responsible for confirming the accuracy of title materials
provided by Seller, and for obtaining from the City of Mountain View
confirmation of the existence and extent of any City development, zoning or land
use approvals. Purchaser acknowledges receipt of the report prepared by JCP
Geoplogists ("JCP") dated August 30, 2001, relating to the location of the Real
Property within any natural hazard disclosure zone (the "Natural Hazard
Disclosure Report"). Purchaser acknowledges that it will prior to Closing
conduct and rely its own independent investigations as to whether the Property
is located within any natural hazard disclosure zone and that Seller makes no
representations or warranties and shall have no liability in connection with
such matters, notwithstanding any terms or conditions contained in the Natural
Hazard Disclosure Report.
21
<PAGE>
Purchaser, on behalf of Purchaser and its officers, directors, members,
employees, agents, shareholders, heirs, executors, administrators, successors
and assigns, does hereby waive, release and forever discharge Seller and its
officers, directors, members, partners, employees, agents, heirs, executors,
administrators, successors and assigns from any and all claims, actions causes
of action, demands, liabilities, damages, costs, expenses or compensation
whatsoever, whether direct or indirect, known or unknown, foreseeable or
unforeseeable ("Claims"), which Purchaser may have at Closing or which may arise
in the future on account of or in any way arising out of or connected with the
Property (except for breach of Seller's express representations made in this
Agreement), including without limitation: (i) the physical condition, nature or
quality of the Property (including the soils and groundwater on and under the
Property); and (ii) the presence or release in, under, on or about the Property
(including the soils and groundwater on and under the Property) of any Hazardous
Materials. Purchaser, on behalf of Purchaser and its officers, directors,
members, employees, agents, shareholders, heirs, executors, administrators,
successors an assigns, hereby waives the protection of California Civil Code
Section 1542, which reads 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.
Purchaser's Initials: _______________
Notwithstanding anything to the contrary contained herein, the foregoing
release shall specifically exclude any Claim which Purchaser may allegedly have
against Seller (i) resulting from fraud on the part of the Seller, or (ii) with
respect to the Surviving Obligations under this Agreement or any obligation of
Seller pursuant to the Assignment delivered to Purchaser at Closing, or (iii)
for any tort claims of third parties unrelated to Purchaser or any subsequent
owner of the Property from any acts or negligent omissions of Seller for which
Purchaser would not be liable under any Lease and not relating to Hazardous
Materials.
15.16 Like-Kind Exchange. Purchaser agrees to cooperate reasonably with
------------------
Seller in effecting one or more exchange transactions which includes the
Property or any portion thereof, pursuant to Section 1031 of the United States
Internal Revenue Code, provided that any such exchange transactions, and the
related documentation, shall: (a) be at the sole cost and expense of Seller
(other than costs and expenses incurred in connection with any review by
Seller's attorneys or other consultants), (b) not require Purchaser to execute
any contract, make any commitment, or incur any obligations, contingent or
otherwise, to third parties, (c) not cause Purchaser to be liable or potentially
liable for any environmental conditions affecting property other than the
Property, (d) not delay the closing of the transaction, (e) not include
Purchaser's acquiring title to any property other than the Property or otherwise
becoming involved in a transaction with a third party, and (f) not excuse Seller
from any of its obligations under this Agreement, (g) not otherwise be contrary
to or inconsistent with the terms of this Agreement. Seller acknowledges that it
is not relying on any representation of Purchaser or its counsel with respect to
the tax treatment of Seller or any other aspect of the exchange.
15.17 [Retained for Numbering Purposes Only.]
22
<PAGE>
15.18 Attorneys' Fees. If any legal proceeding is brought or undertaken
---------------
to enforce this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
then the prevailing party or parties in such proceeding shall be entitled to
recover reasonable attorneys' and other professionals' fees, court costs and
other expenses incurred in such action or proceeding, in addition to any other
relief to which such party may be entitled. The provisions of this Section shall
survive the Close of Escrow or the termination of this Agreement
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed, all as of the day and year first above written.
SELLER:
SOBRATO DEVELOPMENT CO. #792, a California
limited partnership
By: SOBRATO INTERESTS, a California limited
partnership
Its: sole general partner
By: THE JOHN MICHAEL SOBRATO 1985
SEPARATE PROPERTY TRUST
Its: sole general partner
By:_____________________________
JOHN MICHAEL SOBRATO, Trustee
PURCHASER:
VERISIGN, INC., a Delaware corporation
By:__________________________________
Name:________________________________
Title:_______________________________
23
<PAGE>
JOINDER
-------
The John Michael Sobrato 1985 Separate Property Trust hereby joins in
the foregoing Agreement for the purpose of agreeing to be jointly and severally
liable with Seller for all post-closing liability of Seller under this Agreement
for which a claim is made prior to the first anniversary of the Closing Date;
provided, however, that the John Michael Sobrato 1985 Separate Property Trust
shall not have any liability pursuant to this Joinder if the aggregate net worth
of Seller does not fall below fifty percent (50%) of the net proceeds from the
closing of the transactions contemplated hereby prior to satisfaction of any
such claims made prior to the first anniversary of the Closing Date.
THE JOHN MICHAEL SOBRATO 1985
SEPARATE PROPERTY TRUST
By:_____________________________________
JOHN MICHAEL SOBRATO, Trustee
24
<PAGE>
EXHIBIT A
---------
LAND LEGAL DESCRIPTION
-----------------------
All that certain real property situated in the City of Mountain View, County of
Santa Clara, State of California, described as follows:
Parcel 1, as shown on that Parcel Map filed for record in the office of the
Recorder of the County of Santa Clara, State of California on November 27, 1979,
in Book 455 of Maps, page(s) 3 and 4.
Excepting therefrom all that portion of land granted to the State of California
by deed filed for record in the office of the Recorder of the County of Santa
Clara on March 28, 1997 under Recorder's Series No. 13654075, Official Records
and being more particularly described as follows:
Being a portion of Parcel No. 1, as said Parcel is shown on that certain Map
recorded in the Office of the County Recorder of Santa Clara County, on November
27, 1979, in Book 455 of Maps at Pages 3 and 4, situated in the City of Mountain
View, County of Santa Clara, State of California, more particularly described as
follows:
BEGINNING at the northwest corner of Parcel 3A described in that Final Order of
Condemnation recorded June 9, 1969 in Book 8561, Page 506, Official Records of
Santa Clara County, on the southwesterly line of Middlefield Road (100.00 feet
wide measured at right angles); thence along said line, from a tangent which
bears S. 27(degrees) 27' 26" E., along a curve to the right have a radius of
180.00 feet, through a central angle of 10(degrees) 03' 03", an arc length of
31.50 feet to a point of compound curvature, along a tangent curve to the right
having a radius of 35.00 feet, through a central angle of 38(degrees) 22' 34",
an arc length of 23.44 feet; thence N. 31(degrees) 06' 28" W., 169.17 feet;
thence along a tangent curve to the left having a radius of 790.00 feet, through
a central angle of 6(degrees) 00' 08", an arc length of 82.76 feet to a point on
said southwesterly line of said Middlefield Road; thence along last said line,
S.37(degrees) 13' 39" E., 202.44 feet to the POINT OF BEGINNING.
Also excepting therefrom all that portion of land granted to the Santa Clara
County Transit District by deed filed for record in the office of the Recorder
of the County of Santa Clara on June 5, 1997 under Recorder's Series No.
13728708, Official Records and being more particularly described as follows:
All that certain real property situated in the City of Mountain View, County of
Santa Clara, State of California, and being a portion of Parcel 1 as shown on
that certain Map recorded in Book 456 of Maps, at Page 4, Records of Santa Clara
County and being described as follows:
Beginning at the Northeasterly corner of said Parcel 1, said point also being on
a non-tangent curve to the right (concave to the Southwest) the center of which
bears S. 48(degrees) 33' 00" W., 1,449.92 feet;
A-1
<PAGE>
Thence along the Northeasterly line of said Parcel 1 and along the arc of said
curve through a central angle of 00(Degrees) 04' 50", for an arc length of 2.04
feet to a point on a non-tangent curve to the right (concave to the Northwest
the center of which bears N. 63(Degrees) 52' 10" W., 619.77 feet;
Thence departing said Northeasterly line along the arc of said curve through a
central angle of 18(Degrees) 04' 41", for an arc length of 195.55 feet to a
point on the Northwesterly line of said Parcel 1, said point also being on a
non-tangent curve to the left (concave to the Northwest) the center of which
bears, N. 45(Degrees) 47' 29" W., 598.11 feet; Thence along said Northwesterly
line and along the arc of said curve through a central angle of 18(Degrees) 47'
08", for an arc length of 196.10 feet to the POINT OF BEGINNING.
ARB No: 159-40-046
APN No: 160-60-013
A-2
<PAGE>
EXHIBIT B
---------
PERMITTED EXCEPTIONS
--------------------
1. PROPERTY TAXES, including any assessments collected with taxes, for the
fiscal year 2001-2002, a lien not yet due or payable.
2. The lien of supplemental taxes, if any, assessed pursuant to the provisions
of Chapter 3.5, (commencing with Section 75) to the Revenue and Taxation
Code of the State of California.
No such supplemental taxes are currently due and payable.
3. An easement affecting the portion of said land and for the purpose stated
herein and incidental purposes,
In Favor Of: City of Mountain View, a municipal corporation
For: Laying, installing, maintaining, repairing,
protecting and replacing sanitary sewers, water
mains, storm drains, gas mains, underground
electrical and telephone wires, and other municipal
uses, together with appurtenances, with the right
of ingress and egress
Recorded: May 7, 1964 in Book 6494, Page 465, Official Records
Affects: a portion of the Northwesterly 15 feet of said land as
shown on the Parcel Map herein referred to
4. An easement affecting the portion of said land and for the purpose stated
herein and incidental purposes,
In Favor Of: City of Mountain View, a municipal corporation
For: Laying, installing, maintaining, repairing,protecting and
replacing sanitary sewers, water mains, storm drains, gas
mains, underground electrical and telephone wires, and
other municipal uses, together with appurtenances, with
the right of ingress and egress
Recorded: July 3, 1964 in Book 6567, Page 577, Official Records
Affects: A portion of the Northwesterly 15 feet of said lands as
shown on the Parcel Map herein referred to
B-1
<PAGE>
5. The fact that the ownership of said land does not include any right of
ingress or egress to or from Middlefield Road and State highway 237
contiguous thereto, at the points shown as no ingress/egress points on
the survey prepared by Kier & Wright Civil Engineers & Surveyors, Inc.,
dated August 30, 2001, Job No. 79019-2, said right having been
condemned by Final Decree of Condemnation, a certified copy of which
was,
Recorded: June 4, 1969 in Book 8557, Page 161, Official Records
and June 9, 1969 in Book 8561, Page 506, Official Records
Case No.: 209495 and 209492, Superior Court, County of Santa Clara,
State of California
Except: the Southeasterly boundary line of said land as shown on
the Parcel Map recorded November 27, 1979 in Book 455 of
Maps, Pages 4 and 5, Official Records
6. An easement affecting the portion of said land and for the purpose
stated herein and incidental purposes,
In Favor Of: City of Mountain View, a municipal corporation
For: A perpetual easement, with right of ingress and egress,
for the purpose of laying, installing, maintaining,
repairing, protecting and replacing sanitary sewers, water
mains, storm drains, gas mains, underground electrical
and telephone wires, and other municipal uses, together
with appurtenances
Recorded: December 26, 1975 in Book B 791, Page 218, Official
Records
Affects: That portion of said land described as follows:
Beginning at a point on the common boundary of Lots 27 and 28 as shown
upon said Map of Arques Subdivision No. 2 at the most Westerly corner
of that certain tract of land described in the Deed to the State of
California, recorded on June 4, 1969, Book 8557 Official Records, at
Page 161 Santa Clara County Records; thence Northwesterly along said
common boundary North 37(degrees) 13' 39" West 20.34 feet; thence
leaving said common boundary North 42(degrees) 14' 15" East 77.09 feet;
thence Northeasterly along the arc of a curve to the right, having a
radius of 1520.00 feet and a central angle of 7(degrees) 56' 59" an arc
distance of 210.90 feet to a point on the curved Northwesterly boundary
of said land described in Deed; thence Southwesterly along the
Northwesterly boundary along the arc of a curve to the right from a
tangent which bears South 30(degrees) 58' 35" West having a radius of
272.00 feet and a central angle of 11(degrees) 25' 40", an arc distance
of 54.25 feet; thence South 42(degrees) 14' 15" West 237.14 feet to the
point of beginning, and as shown on the Parcel Map herein referred to.
7. An Agreement, affecting said land, for the purposes stated herein and
subject to the terms, covenants, and/or conditions, and easements, if
any, contained therein
B-2
<PAGE>
For: Payment of one-quarter of the total cost of signaling the
intersection of East Middlefield Road and Logue Avenue
Dated: Not shown
Executed by: City of Mountain View and Sobrato Development No. 792
Recorded: November 30, 1979 in Book E 984, Page 614, Official Records.
8. An easement affecting the portion of said land and for the purpose stated
herein and incidental purposes,
In Favor Of: The Pacific Telephone and Telegraph Company
For: To construct and maintain (place, operate, inspect, repair,
replace and remove) such underground communication facilities
as may from time to time require (including ingress thereto
and egress therefrom consisting of wires, cables, conduits,
manholes, handholes and above ground markers, pedestals,
terminal equipment cabinets, other associates electrical
conductors and necessary fixtures and appurtenances
Recorded: April 15, 1980 in Book F 271, Page 659, Official Records
Affects: as follows:
Beginning at the most Westerly corner of said Parcel No. 1; thence along
the Southwesterly boundary line of said Parcel No. 1, South 38(degrees)
12' 45" East a distance of 10 feet; thence North 71(degrees) 14' 45" East,
parallel with the Northwesterly boundary line of said Parcel No. 1, a
distance of 10 feet; thence North 38(degrees) 12' 45" West, parallel with
said Southwesterly boundary line, to said Northwesterly boundary line;
thence along said Northwesterly boundary line South 71(degrees) 14' 45"
West to said most Westerly corner of said Parcel No. 1 and the point of
beginning.
9. An unrecorded Lease, affecting the premises herein stated, executed by and
between the parties named herein, for the terms and upon the terms,
covenants, and conditions therein provided,
Dated: September 07, 1995
Lessor: Sobrato Development Companies #792, a California limited
partnership
Lessee: Netscape Communications Corporation, a Delaware corporation
Disclosed by: Subordination, Non-disturbance and Attornment Agreement
B-3
<PAGE>
Recorded: October 18, 1996, under Recorder's Series No. 13488866,
Official Records
Affects: said land
10. Any rights, interests, or claims that may exist or arise by reason of the
following facts as shown on an ALTA/ACSM LAND TITLE SURVEY prepared by Kier
& Wright Civil Engineers & Surveyors, Inc. prepared for Sobrato Development
Company Job No. 79019-2 dated August 30, 2001:
A. The fact that irrigation risers, a gravel running path, parking
spaces, curbs and gutters, and a sand walk are located on the
easements recorded May 7, 1964 in Book 6494 Page 465, Official Records
and July 3, 1964 in Book 6567 Page 577, Official Records.
B. The fact that a 3.0' X 3.0' concrete pad with a drinking fountain, a
sand walk, and a concrete walk are located on the easement recorded
December 26, 1975 in Book B 791, Page 218, Official Records.
C. The fact that there is a Pac Bell Box located on the northwesterly
portion of said land as shown on said survey.
D. The fact that a sign is located partially outside of the northeasterly
property line as shown on said survey.
E. The fact that a chain link fence is located outside of the
northwesterly property line as shown on said survey.
F. The fact that concrete and curbs are located outside of the
northeasterly and southeasterly property lines as sown on said survey.
11. Matters caused by Purchaser, Purchaser's Representatives or any subtenant
of Purchaser.
12. The America Online, Inc. and Hewlett-Packard subleases referred in Section
4.1(d).
B-4
<PAGE>
EXHIBIT C
---------
SUBMISSION MATTERS
------------------
A. Copies of all lease agreements in effect as of the date of the
Contract (other than those naming Purchaser or an affiliate of Purchaser as the
tenant, or any subleases or other agreements to which Purchaser or an affiliate
of Purchaser is a party), if any.
B. A complete list of all contracts (other than leases) in effect as of
the date of the Contract and complete copies of all such contracts, other than
contracts to which Purchaser or an affiliate of Purchaser is a party.
C. A schedule setting forth the type and amounts of insurance coverage
maintained by the Seller with respect to the Property as of the date of the
Contract and complete copies of all such insurance policies.
D. If or to the extent in the Seller's possession or reasonably
available to the Seller:
(i) Copies of complete sets of all architectural, mechanical,
structural and/or electrical plans and specification used in
connection with the construction of or alterations or repairs
to the Property together with copies of as-built plans and
specifications for the Property.
(ii) Copies of all soil tests, structural engineering tests,
masonry tests, percolation tests, water, oil, gas, mineral,
radon, formaldehyde, PCB or other environmental tests, audits
or reports, market studies and site plans related to the
Property.
(iii) Parking, structural, mechanical or other engineering reports
or studies related to the Property, if any.
(iv) Copies of the most current ALTA surveys of all or any portion
of the Property.
(v) Copies of all authorizations, including, without limitation,
all certificates of occupancy, permits, authorizations,
approvals and licenses issued by Governmental Authorities
having jurisdiction over the Property and copies of all
certificates issued by the local board of fire underwriters
or other body exercising similar functions) relating to the
Property.
(vi) Financial and operating statements for the Property for the
previous three (3) calendar years and the year to date.
(vii) Copies of receipts for all ad valorem taxes and special
assessments assessed against the Property for the current
calendar year and prior three (3) calendar years, statements
for utilities payable for the current calendar year and prior
three calendar years, statements for utilities payable for
the
C-1
<PAGE>
current calendar year and prior three calendar years, and any
information regarding current renditions or assessments on
the Property or notices relative to change in valuation for
ad valorem taxes.
(viii) Copies of all warranties.
C-2
<PAGE>
EXHIBIT D
---------
INTENTIONALLY OMITTED
---------------------
D-1
<PAGE>
EXHIBIT E
---------
BILL OF SALE
------------
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, _________________________, a _________________
(the "Seller"), does hereby SELL, CONVEY, TRANSFER and DELIVER
to_________________________ a ____________________________________
("Purchaser"), any and all of Seller's rights, title and interests in and to all
fixtures, equipment, furniture, furnishings, appliances, supplies and other
personal property of every nature and description, if any, owned by Seller and
attached to, located at or pertaining to the real property described on Exhibit
A attached hereto and made a part hereof (the "Personal Property").
SELLER IS SELLING, CONVEYING TRANSFERRING AND DELIVERING THE PERSONAL PROPERTY
ON AN "AS IS WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATION OR WARRANTY OF ANY
KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of this
___ day of __________, 2001.
SELLER:
________________________________, a
___________________________________
By:________________________________
Name:___________________________
Title:__________________________
E-1
<PAGE>
EXHIBIT F
---------
LEASE
-----
Lease dated October 27, 2000 between VeriSign, Inc. and Sobrato Development Co.
#792 for a 162,090 square foot building located at 685 E. Middlefield Road,
Mountain View, CA
F-1
<PAGE>
EXHIBIT G
---------
CONTRACTS
---------
A. Assigned Contracts
---------------------
Landlord's Consent to Sublease between Seller, Netscape Communications
Corporation and Hewlett-Packard Company relating to Sublease dated April 29,
1998 for a portion of the Building.
B. Terminated Contracts
-----------------------
Pacific Water Art - Fountain Maintenance
ProSweep - Parking Lot Sweeping
Kelleher & Associates - Roof Maintenance
Manigilia - Landscape Maintenance
G-1
<PAGE>
EXHIBIT H
---------
LICENSES AND PERMITS
--------------------
None
H-1
<PAGE>
EXHIBIT I
---------
DEED
----
Recording Requested by and
When Recorded Mail to:
Piper Marbury Rudnick & Wolfe
203 N. LaSalle, Suite 1800
Chicago, Illinois 60601
Attention: Peter B. Ross
and Mail Tax Statements to:
EMBP 685, L.L.C.
c/o VeriSign, Inc.
487 East Middlefield Road
Mountain View, CA 94943
Attention: James, Ulam, Esq.
________________________________________________________________________________
Space Above This Line for Recorder's Use
APN: 160-60-013
GRANT DEED
----------
For valuable consideration, receipt of which is acknowledged, Sobrato
Development Co. #792, a California limited partnership (the "Grantor"), grants
to EMBP 685, L.L.C., a California limited liability company ("Grantee"), that
certain real property located in the City of Mountain View, County of Santa
Clara, State of California, as more particularly described in Exhibit A attached
---------
hereto and made a part hereof (the "Property") together with all right, title
and interest in and to all improvements located thereon, and all easements, air
rights, development rights, appurtenances, rights and privileges appertaining to
the Property, and all right, title and interest in, to and under adjoining
streets, rights of way and easements.
I-1
<PAGE>
IN WITNESS WHEREOF, Grantor has caused its duly authorized representative to
execute this instrument as of the date hereinafter written.
SELLER:
SOBRATO DEVELOPMENT CO. #792, a California
limited partnership
By: SOBRATO INTERESTS, a California limited
partnership
Its: sole general partner
By: THE JOHN MICHAEL SOBRATO 1985
SEPARATE PROPERTY TRUST
Its: sole general partner
By:_________________________________
JOHN MICHAEL SOBRATO, Trustee
I-2
<PAGE>
STATE OF CALIFORNIA )
) ss.
COUNTY OF __________ )
On ________________, before me, _________________, personally CAPACITY CLAIMED BY SIGNER
appeared ___________________________________________________________, --------------------------
Though statute does not require the Notary
to fill in the data below, doing so may
[_] personally known to me -OR- [_] proved to me on the basis of prove invaluable to persons relying on the
satisfactory evidence to be the document.
person(s) whose name(s) is/are
subscribed to the within instrument and [_] INDIVIDUAL
acknowledged to me that he/she/they [_] CORPORATE OFFICERS(S)
executed the same in his/her/their __________________________
authorized capacity(ies), and that by Title(s)
his/her/their signature(s) on the [_] PARTNER(S) [_] LIMITED
instrument the person(s), or the entity [_] GENERAL
upon behalf of which the person(s)
acted, executed the instrument. [_] ATTORNEY-IN-FACT
[_] TRUSTEE(S)
WITNESS my hand and official seal. [_] GUARDIAN/CONSERVATOR
[_] OTHER: ___________________
___________________
SIGNER IS REPRESENTING:
----------------------
Name of Person(s) or Entity(ies)
________________________________________ _______________________________
SIGNATURE OF NOTARY _______________________________
STATE OF CALIFORNIA )
) ss.
COUNTY OF __________ )
On ________________, before me, _________________, personally CAPACITY CLAIMED BY SIGNER
appeared ___________________________________________________________, --------------------------
Though statute does not require the Notary
to fill in the data below, doing so may
[_] personally known to me -OR- [_] proved to me on the basis of prove invaluable to persons relying on the
satisfactory evidence to be the document.
person(s) whose name(s) is/are
subscribed to the within instrument and [_] INDIVIDUAL
acknowledged to me that he/she/they [_] CORPORATE OFFICERS(S)
executed the same in his/her/their __________________________
authorized capacity(ies), and that by Title(s)
his/her/their signature(s) on the
instrument the person(s), or the entity [_] PARTNER(S) [_] LIMITED
upon behalf of which the person(s) [_] GENERAL
acted, executed the instrument.
[_] ATTORNEY-IN-FACT
WITNESS my hand and official seal. [_] TRUSTEE(S)
[_] GUARDIAN/CONSERVATOR
[_] OTHER: ___________________
___________________
SIGNER IS REPRESENTING:
----------------------
Name of Person(s) or Entity(ies)
________________________________________ _______________________________
SIGNATURE OF NOTARY _______________________________
I-1
<PAGE>
EXHIBIT A TO DEED
-----------------
LEGAL DESCRIPTION OF PROPERTY
All that certain real property in the City of Mountain View, County of Santa
Clara, State of California, described as follows:
[Legal Description to be Inserted]
I-1
<PAGE>
EXHIBIT I-1
-----------
DO NOT RECORD
FILOR REQUESTS
DO NOT RECORD STAMP VALUE
DECLARATION OF TAX DUE: SEPARATE PAPER:
(Revenue and Taxation Code 11932-11933)
NOTE: This Declaration is not a public record
Document #______________________________
Property located in:
( ) Unincorporated
(x) City of Mountain View
APN: _______________
DOCUMENTARY TRANSFER TAX IS $_____________________
(x) Computed on full value
( ) Computed on full value less liens or encumbrances remaining at the
time of conveyance
CITY CONVEYANCE TAX IS $ _______________
"I declare under penalty of perjury under the laws of the State of California
that the foregoing is true and correct."
___________________ __________________________________________
Date Signature
__________________________________________
Name (Typed or Printed)
__________________________________________
For (Firm Name)
DO NOT RECORD
I-1-1
<PAGE>
EXHIBIT J
---------
ENVIRONMENTAL REPORTS
---------------------
A. Source Control Workplan dated 7/1/91 by Dames & Moore
B. Preliminary Source Control Design dated 2/8/94 by PES
C. Letter dated 5/1/95 regarding construction access from Secor
D. Phase I Environmental Assessment dated 6/8/95 by E2C
E. Response to Tenant Concerns dated 12/8/95 from Secor
F. Authorization for Site Redevelopment dated 5/14/96 by PES
G. Summary of Environmental Site Concerns dated 10/24/00 by PES
H. Phase I Environmental Assessment dated 11/28/00 by E2C
I. Request for EPA Clearance for Construction Activities dated 1/8/01 by PES
J. Asbestos Sampling Report dated 1/25/90 by E2
K. Environment Site Assessment dated 4/30/90 by Dames and Moore
L. Phase I Environmental Assessment dated 8/28/96 by E2C
M. Combined Intermediate and Final Source Control Remedial Design for Soil and
Groundwater Remediation for 455, 485/487 and 501/505 East Middlefield
prepared for Siemens Components by Secor dated 4/12/96
N. Construction Operation and Maintenance Plan for 455, 485/487 and 501/505
East Middlefield prepared for Siemens Components by Secor dated 9/27/96
O. Final Report - Construction Operation and Maintenance Plan for 455, 485/487
and 501/505 East Middlefield prepared for Siemens Components by Secor dated
12/24/96
J-1
<PAGE>
INDEX TO SOBRATO ENVIRONMENTAL CONSULTANTS' TECHNICAL BINDERS
Exec
Date Sum Tab Document
Redwell #1:
Feb-86 no S1 Dames & Moore - Raytheon Contamination Middlefield
Jan-87 no S2 Golder associates - Interim Remedial Measures
Jan-87 no S3 Cooper Labs, Inc., Site-Inspection Technical Report
Guidance
Mar-87 no S4 Cooper Labs, Inc., Site-Inspection Technical Report
May-87 no S5 Calif. Regional Water - Site Inspection Technical Report
Jun-87 no S6 Cooper Vision - Technical Report
Dec-87 no S7 Dames & Moore - Evaluation of Contamination
Jan-88 no S8 Dames & Moore - Evaluation of Contamination
Jan-88 no S9 U.S. Environmental Protection Agency
Jan-88 no S10 Dames & Moore letter
Feb-88 no Dames & Moore Report Soil Gas Survey
Feb-88 no S11 Dames & Moore Letter
Feb-88 no S12 Dames & Moore Letter
Feb-88 no S13 U.S. Environmental Protection Agency - Sec 104/CERLA &
Sec 3007/RCRA
Feb-88 no S14 Acurex Corp. Analysis of 27 soil samples
Mar-88 no S15 United Soil Engineering Inc. - Proposed Industrial
Building Intersection
Mar-88 no S16 Dames & Moore - DRAFT Report - Soil Sampling Program
Apr-88 no S17 U.S. Environmental Protection Agency - Sec 104/CERLA &
Sec 3007/RCRA
Jun-88 yes S18 Harding Lawson Associates
Sep-88 no S19 U.S. Environmental Protection Agency - Raytheon, Intel &
Fairchild Superfund Sites
Oct-88 no S20 U.S. Environmental Protection Agency - Raytheon, Intel &
Fairchild Superfund Sites
J-2
<PAGE>
Oct-88 no S21 Dames & Moore
Exec
Date Sum Tab Document
Oct-88 no S22 Dames & Moore Report - Air and Soil Vapor Monitoring
Oct-88 no S23 Siemens - Raytheon, Intel, Fairchild and Superfund Sites
Jan-89 no S24 U.S. Environmental Protection Agency - Indian Bend, Wash
Superfund Site
Jan-89 no S25 Dames & Moore - Contamination of Middlefield Road
Mar-89 no S26 Raytheon, Intel & Fairchild Superfund Sites
May-89 no S27 U.S. Environmental Protection Agency - Special Notice
Letter
May-89 no S28 Dames & Moore Consulting Service Proposal
May-89 no S29 U.S. Environmental Protection Agency - Raytheon, Intel &
Fairchild Superfund Sites
Jul-89 no S30 Dames & Moore Evaluation of Possible TCE Plumes Associated
with Middlefield Road
Jul-89 no S31 Good Faith Offer in Response to EPA Special Notice Letters
Jul-89 no S32 U.S. Environmental Protection
Agency-Middlefield-Ellis-Whisman Superfund Site
Jul-89 no S33 Dames & Moore - East Middlefield Road Properties
Aug-89 no S34 Dames & Moore - Monitoring Well Sites
Aug-89 no S35 NAS - Moffett Field - US Navy
Aug-89 no S36 Dames & Moore to John Wyss - Siemens
Sep-89 no S37 Dames & Moore - Groundwater & Vadose Modeling Additional
Site Investigation
Sep-89 no S38 Dames & Moore - Additional Scope Item
Sep-89 no S39 Dames & Moore - Modelling Assumptions - Additional Site
Investigation
Oct-89 no S40 Dames & Moore - Resampling of Well SO-2
Oct-89 no S41 Dames & Moore - Underground Tank Sampling
Dec-89 no S42 Dames & Moore - Additional Site Investigation
Dec-89 no S43 Dames & Moore - Additional Site Investigation
J-3
<PAGE>
Dec-89 no S44 Dames & Moore - Proposal-Removal & Investigation of Two
Underground Storage Tanks - 455 E. Middlefield Road
Exec
Date Sum Tab Document
Dec-89 yes 1 Dames & Moore Additional Site Investigation
Dec-89 no Dames & Moore Groundwater Modelling Report
Mar-89 no Dames & Moore Draft Report Soil Sampling Program
Mar-89 no Dames & Moore Interim Report-Tank Removal
Nov-89 no Hamming & Laws Conceptual Work Plan for
Remedial Design and Remedial Action
Jan-90 no Canonie Remedial Design and Remedial Action Cost
Estimate
Jan-90 yes 2 Hamming & Laws Remedial Design Regional Groundwater
Extraction and Treatment System Proposal
Redwell #2:
Jan-90 yes 3 Weston Remedial Design Proposal
Jan-90 no McLaren Proposal to Provide Remedial Design Services
Jan-90 yes 4 Groundwater Technology, Inc. Proposal for Remedial
Design-volumes 1 & 2
Jan-90 no S45 TEI Consulting Engineers-Motorola Complex - N/A
Mar-90 no S46 Dames & Moore - List of Chemicals
Mar-90 no S47 Dames & Moore - Removal and Disposal of Soil and Debris
Mar-90 no S48 Dames & Moore - Final Progress Report No. 8 -
Additional Site Investigation
Apr-90 no S49 Dames & Moore - Request for Additional Authorization,
Underground Tank Removal
and Investigation
Apr-90 no S50 Dames & Moore - Hazardous Waste Manifest - Cooper Lab
Tank Removal
Apr-90 no S51 Dames & Moore - Hazardous Waste Manifest - Cooper Lab
Tank Removal
May-90 no Canonie Response to Dames & Moore Additional Site
Investigation and Groundwater Modelling Reports
May-90 no S52 Photos of Damage Covered to 455 E. Middlefield
J-4
<PAGE>
May-90 no S53 Dames & Moore - Interim Report Tank Removal
6
Jul-90 no S54 Dames & Moore - Proposal Removal and Investigation of Two
Underground Storage Tanks
Exec
Date Sum Tab Document
Aug-90 no Canonie Response to Bechtel Sensitivity Analysis - MEW
Allocation Model Report
Aug-90 no S55 Inter/Siemens Proposed Superfund Site Revised
Responsiveness Summary
Aug-90 no S56 E2C Work Plan - Soil Sampling and Soil Vapor Study
Sep-90 no S57 Dames & Moore - Proposed Well SO-2 Replacement
Oct-90 no S58 U.S. Environmental Protection Agency - Report Format - MEW
Superfund Site
Oct-90 no S59 Sobrato/Explanation of Significant Differences
Nov-90 no S60 U.S. Environmental Protection Agency - MEW Superfund Site
Dec-90 no S61 Canonie Environmental - Proposed Preparation of Four 106
Order Work Plans
Dec-90 no S62 U.S. Environmental Protection Agency - 106 Order
Dec-90 no S63 Canonie Environmental - Proposal and Cost Estimate
Jan-91 no S64 Dames & Moore - Technical Memorandum-EPA Administrative
Order-MEW Study Site
Jan-91 no S65 Canonie Environmental - Transmittal of DRAFT Work Plan
Jan-91 yes S66 U.S. Environmental Protection Agency - Uniform Reporting
Format
Jan-91 no S67 Canonie Environmental - Transmittal of DRAFT Work Plans
Jan-91 no S68 Dames & Moore Proposal
Jan-91 no S69 Canonie Environmental - Transmittal of DRAFT Work Plans
Jan-91 no S70 Dames & Moore Sources of Data Presented in 106 Order
Jan-91 no S71 Canonie Environmental - Transmittal of DRAFT Work Plan
Jan-91 no S72 Schlumberger - Submission of MEW Water Reuse & Groundwater
Chemistry Work Plans
Jan-91 no S73 Schlumberger - Submission of Source Control Work Plans
Jan-91 no S74 Canonie Environmental - Plume Definition Work Plan
Jan-91 no S75 Canonie Environmental - Plume Definition Work Plan
J-5
<PAGE>
Jan-91 no S76 Canonie Environmental - Potential Conduit Work Plan
Jan-91 no S77 Canonie Environmental - Potential Conduit Work Plan
Exec
Date Sum Tab Document
Jan-91 no S78 Canonie Environmental - Groundwater chemistry Work Plan
Jan-91 no S79 Canonie Environmental - Groundwater chemistry Work Plan
Jan-91 no S80 Canonie Environmental - Reuse Work Plan
Jan-91 no S81 Canonie Environmental - Reuse Work Plan
Jan-91 yes S82 Canonie Work Plan - 369 Whisman
Jan-91 yes S83 Canonie Work Plan - 401 National
Jan-91 yes S84 Canonie Work Plan - 441 N. Whisman
Jan-91 yes S85 Canonie Work Plan - 515-545 N. Whisman - 313 Fairchild
Jan-91 yes S86 Canonie Work Plan - 464 Ellis
Jan-91 yes S87 Canonie Work Plan - 644 National
Jan-91 no S88 Canonie Quarterly Status Report Oct. - Dec 90
Redwell #3:
Jan-91 yes 5 Canonie Potential Conduit Work Plan
Jan-91 yes 6 Canonie DRAFT Potential Conduit Work Plan-(2 parts)
Jan-91 yes 7 Canonie Ground Water Chemistry Work Plan
Jan-91 yes 8 Canonie DRAFT Groundwater Chemistry Work Plan (2 parts)
Jan-91 yes 9 Canonie Plume Definition Work Plan
Jan-91 yes 10 Canonie DRAFT Plume Definition Work Plan (2 parts)
Jan-91 yes 11 Canonie Water Reuse Work Plan
Jan-91 yes 12 Canonie DRAFT Water Reuse Work Plan (2 parts)
Redwell #4:
J-6
<PAGE>
Jan-91 no Dames & Moore Source Control Workplan for 455 East
Middlefield Road
Jan-91 no Dames & Moore Source Control Workplan for 485/487 and
501/505 East Middlefield Road
Exec
Date Sum Tab Document
Jan-91 no Dames & Moore Source Control Workplan for 575 East
Middlefield Road
Feb-91 yes 13 Canonie DRAFT Site Safety Plan
Feb-91 yes 14 Canonie DRAFT Data Management System Plan
Feb-91 yes 15 Canonie DRAFT Quality Assurance Project Plan
Feb-91 yes 16 Canonie Data Management Plan
Feb-91 yes 17 Canonie DRAFT Sampling Plan
Feb-91 yes 18 Bechtel Data Management Plan
Feb-91 no S89 Dames & Moore - Addendum Source Control Work Plan
Feb-91 no S90 Landels, Ripley & Diamond-Schlumberger - MEW Site
Monthly Progress Reports
Feb-91 no S91 State Board of Equalization
Feb-91 no S92 U.S. Environmental Protection Agency - Fairchild Semi
Conductor
Feb-91 no S93 Schlumberger - Monthly Progress Reports
Feb-91 no S94 Canonie - Draft MEW 106 Work Order Plans
Feb-91 no S95 Dames & Moore - Increase Authorization - U.S. EPA
Administrative Order
Feb-91 no S96 Schlumberger - Implementation of MEW 106 Order
Feb-91 no S97 NAS Moffett Field - US Navy - Phase I - Installation
Restoration Program
Mar-91 no S98 Canonie - Draft Quality Assurance Project Plan
Mar-91 no S99 U.S. District Court - USA v. Intel Corp. and Raytheon
Company
Redwell #5:
Mar-91 yes 19 Canonie DRAFT Quality Assurance Project Plan
Mar-91 no Canonie Quality Assurance Project Plan - DRAFT
Mar-91 no S100 Dames & Moore Monthly Progress Report
J-7
<PAGE>
Mar-91 no S101 Schlumberger MEW 106 Order - Monthly progress Report
Exec
Date Sum Tab Document
Mar-91 no S102 Dames & Moore - Quarterly Water Level Monitoring
Mar-91 no S103 Schlumberger Distribution and Due Dates for 106 Orders
Mar-91 no S104 E2C - Addendum To Well Installation Report for Replacement
well SO-2(R)
Mar-91 no S105 Schlumberger Draft Response to EPA's March 14 Memorandum
Mar-91 yes S106 Siltec Corp. Addendum A to the Source Control Work Plan
Apr-91 no S107 Schlumberger - Enclosed Correspondence from Sobrato
Development. Co.
Apr-91 no S108 Schlumberger - Pending Requests to EPA re: Implementation
of MEW 106 Order
Apr-91 no S109 Schlumberger - MEW Documents Repository at Mt. View Public
Library
Apr-91 no S110 Canonie MEW 106 Order - Joint Work
Apr-91 no S111 Schlumberger - Submission of QAPPS and Sampling Plans for
MEW Field Work
Apr-91 no S112 Schlumberger draft Cover Letter for Quality Assurance
Project Plan
Apr-91 no S113 Schlumberger MEW 106 Order Monthly Progress Report
Apr-91 no S114 Dames & Moore - Monthly Progress Report - EPA MEW 106
Order
Apr-91 no S115 Schlumberger 106 Order Respondents EPA report & Groundwater
Sampling report
Apr-91 no S116 Schlumberger Draft Cover Letters for MEW Sampling Plans
Apr-91 no S117 Dames & Moore Billing No. 3 Consulting
Apr-91 no S118 EPA Contractor Qualification Requirements of CERLA 106
Order of MEW Site
Apr-91 no S119 Dames & Moore Request List of Reviewed Canonie Workplans
Apr-91 no S120 Canonie MEW 106 Order Joint Work Revision to Cost Estimate
Apr-91 yes 20 Canonie DRAFT Sampling Plan Ground Water Chemistry Program
Apr-91 yes 21 Canonie DRAFT Sampling Plan Plume Definition Program
May-91 yes 22 Canonie Ground Water Chemistry Program Sampling Plan
J-8
<PAGE>
May-91 yes 23 Canonie Plume Definition Program Sampling Plan
May-91 yes 24 Canonie Quality Assurance Project Plan Work Plan
Exec
Date Sum Tab Document
Redwell #6:
May-91 yes 25 Bechtel Source Control Workplan for 475 Ellis Street
May-91 no S121 Schlumberger Qualifications of Canonie Environmental
Services Corp.
May-91 no S122 EPA MEW CERLA 106 Administrative Order
May-91 no S123 Schlumberger MEW 106 Order Monthly Progress Reports
(April 1991)
May-91 no S124 EPA Work Plan Submittals under the CERLA 106
Administrative Order for MEW Site
May-91 no S125 EPA Review 485-487 & 501-505 E. Middlefield Road Work
Plan
May-91 no S126 EPA Review of Work Plan
May-91 no S127 EPA Response to Letters concerning 106 Order and Work
Plan review
May-91 no S128 Dames & Moore Comments on Canonie Work Plans
May-91 no S129 Dames & Moore Increase in Authorization for EPA Source
Control Work Plans 455,485-487,501-505,575 E.
Middlefield Road
May-91 no S130 Golder Assoc. Review of Source Control Workplans - MEW
Study Area
May-91 yes S131 Canonie - Plume Definition Program Work Plan
Jun-91 no S132 Dames & Moore Quarterly Groundwater Level Monitoring
MEW Site
Jun-91 no S133 Canonie - Transfer of Previously Generated Technical
Data
Jun-91 no S134 MEW 106 Order - Monthly Progress Reports
Jun-91 no S135 MEW 106 Order - Monthly Progress Reports
Jun-91 no S136 Dames & Moore Draft Cost Estimate
Jun-91 yes S137 Site Safety Plan Report
Jun-91 yes 26 Bechtel Source Control Workplan for 501 Ellis Street
Jun-91 yes 29 Canonie Source Control Work Plan for 441 North Whisman
Road, Bldgs. 13 & 23
J-9
<PAGE>
Exec
Date Sum Tab Document
Redwell #7:
Jun-91 yes 30 Canonie Source Control Work Plan for 515/545 North
Whisman Road and 313 Fairchild Drive, Bldgs. 1-4
Jun-91 yes 31 Canonie Source Control Work Plan for 644 National
Avenue, Bldg. 18
Jun-91 yes 32 Canonie Source Control Work Plan for 369 North Whisman
Road, Bldg. 18
Redwell #8:
Jun-91 yes 33 Canonie Source Control Work Plan for 401 National Street
Jun-91 no Canonie DRAFT Site Safety Plan
Jun-91 no Dames & Moore Source Control Workplan for 485/487 and
501/505 East Middlefield Road
Jun-91 no Dames & Moore Source Control Workplan for 455 East
Middlefield Road
Jun-91 no Dames & Moore Source Control Workplan for 575 East
Middlefield Road
Jul-91 yes S138 Golder Assoc. Source Control Work Plan for 490 E.
Middlefield
Jul-91 yes S139 Golder Assoc. Source Control Work Plan for Lots 4 and 5
E. Middlefield
Jul-91 yes S140 Golder Assoc. Source Control Work Plan for 350 Ellis St.
Jul-91 no S141 Schlumberger - Submission of Source Control Work Plans
for Fairchild's MEW facilities
Jul-91 no S142 Raytheon - Source Control Workplan
Jul-91 no S143 Schlumberger - MEW 106 Order Monthly Progress Report
(June 1991)
Jul-91 no S144 EPA Review of Quality Assurance Project Plan
Jul-91 no S145 Source Control Workplan for 405 National Avenue
Jul-91 no S146 EPA Submission of Revised NEW Documents
Jul-91 no S147 Canonie - Proposal Schedule and Cost Estimate Quality
Assurance Project Plan Revision
Jul-91 no S148 Canonie - Quarterly Status Report April - June 1991
J-10
<PAGE>
Jul-91 no Bechtel Quality Assurance Report
Exec
Date Sum Tab Document
Jul-91 yes 27 Bechtel Phase I Source Control Remedial Design for
501 Ellis Street
Jul-91 no Dames & Moore Source Control Workplan for 485/487
and 501/505 East Middlefield Road
Jul-91 no Dames & Moore Source Control Workplan for 575 East
Middlefield Road
Jul-91 no Dames & Moore Source Control Workplan for 455 East
Middlefield Road
Redwell #9:
Aug-91 no Canonie Quality Assurance Project Plan Work Plan -
Revision 1.0
Aug-91 no Canonie Response to EPA Review of Quality Assurance
Project Plan
Aug-91 no S149 EPA Proposed Meeting Dates and Agendas MEW Study
Area
Aug-91 no S150 Canonie - Response to EPA's Review and Comments on
Quality Assurance
Aug-91 no S151 Canonie Proposal, Schedule and Cost Estimate
Revision of Potential Conduit Work Plan
Aug-91 no S152 MEW 106 Order - Monthly Progress Report -
(July 1991)
Aug-91 no S153 NAS Moffett Field U.S. Navy Update on Environmental
Clean up Activities
Aug-91 no S153b Canonie - Draft Response to EPA's Comments on the
Potential Conduit Work Plan
Aug-91 no S154 Dames & Moore Quarterly Water Level Monitoring
Aug-91 no S155 EPA August 28, 1991 Meeting Agenda
Aug-91 no S156 EPA Summary of August 28, 1991 Meeting
Aug-91 yes S157 Source Control Work Plan - Intel Corporation - 365
E. Middlefield
Sep-91 yes 34 Canonie Potential Conduit Work Plan - Revision 1.0
Sep-91 no Canonie Source Control Work Plan for 644 National
Avenue, Bldg. 18 - Addendum 1
Sep-91 no Canonie Source Control Work Plan for 515/545 North
Whisman Road and 313 Fairchild Avenue, Bldgs. 1-4,
Addendum 1
Sep-91 no Canonie Source Control Work Plan for 441 North
Whisman Road, Bldgs. 13 & 23 - Addendum 1
J-11
<PAGE>
Sep-91 no Canonie Source Control Work Plan for 401 National
Avenue, Bldg. 19 - Addendum 1
Exec
Date Sum Tab Document
Sep-91 no Canonie Source Control Work Plan for 464 Ellis
Street, Bldg. 20 - Addendum 1
Redwell #l0:
Sep-91 no Bechtel Source Control Workplan for 501 Ellis
Street: Addendum A -Summary of Hydrogeology and
Addendum B - Saturated Soil Sampling Plan
Sep-91 yes 35 Bechtel Proposed Final Remedial Design and
Construction Operation & Maintenance Plan for 501
Ellis Street - volume 1
Sep-91 no Bechtel Proposed Final Remedial Design and
Construction Operation & Maintenance Plan for 501
Ellis Street - volume 2
Sep-91 no S158 MEW 106 Order - Monthly Progress Report (Aug. 1991)
Sep-91 no S159 Dames & Moore Monthly Progress Report EPA MEW 106
Order
Sep-91 no S160 Canonie - Transmittal Transfer of Updated Technical
Data
Sep-91 no S161 Schlumberger - Standard Time Period to Respond to
EPA Comment on MEW 106 Workplan
Sep-91 no S162 Canonie - Well Coordinates at the Sobrato Property-
Mt. View
Sep-91 no S163 Schlumberger - Listing of Reports (and status)
submitted to EPA
Sep-91 yes S164 Work Plan for Design, Construction and
Implementation of the Regional Groundwater
Remediation Program, Intel Corp./Raytheon Work Plan
A, Volume 1
Sep-91 no S165 Work Plan for Design, Construction and
Implementation of the Regional Groundwater
Remediation Program, Intel Corp./Raytheon Work Plan
A, Volume 2 Appendices - A-1
Sep-91 no S166 Canonie - Revisions, 1991 Scope of Work and Cost
Estimate 106 Order Joint Work Program
Sep-91 no S167 Canonie Source Control Work Plan on 369 N. Whisman
Rd. Addendum 1
Sep-91 no S168 Canonie Source Control Work Plan on 369 N. Whisman
Rd. Addendum 2
Oct-91 no S169 Dames & Moore proposal Technical Review of
Documents
Oct-91 yes S170 R. L. Stollar & Associates, Inc. - Sampling &
Analysis Plan for Source Control Work 405 National
Ave.
Oct-91 no S171 Schlumberger - Changes/Additions to MEW 106 Order
Oct-91 no S172 Schlumberger - MEW 106 Order Joint Work Request for
Comments
J-12
<PAGE>
Oct-91 no S173 PRC Environ. Management Inc. - Naval Air Station
- Moffett Field
Exec
Date Sum Tab Document
Oct-91 no S174 Harding Lawson Associates May and November 1990
Potential Surface Maps MEW Study Area
Oct-91 no S175 EPA - Review of the Potential Conduit Work Plan
Oct-91 no S176 Schlumberger - Plume Definition and Ground water
Monitoring Programs
Oct-91 no S177 Schlumberger Data Management and Report Formats
Oct-91 no S178 Schlumberger - conflicting QAPP Requirements
Oct-91 no S179 Intel - Site Transmittal for Intel's Mt. View
Facility
Oct-91 no S180 EPA - Review of 455,485-487-501-505,575 E.
Middlefield Rd. Documents
Nov-91 no S180b Golder Associates - Hydraulic Control and Monitory
Summary Report
Nov-91 no S181 EPA - MEW Study Area
Nov-91 no S182 MEW 106 Order - Monthly Progress Reports (October
1991)
Nov-91 no S183 Dames & Moore Draft Cost Estimate for the
Implementation of Source Control Work Plans
Nov-91 no S184 Canonie - Transmittal Draft Unified Quality
Assurance Project Plan
Redwell #11:
Nov-91 no Canonie DRAFT Unified Quality Assurance Project
Plan - 2 copies
Nov-91 yes 36 Canonie Ground Water Treatment Plant System
Technical Memorandum for 369 North Whisman Road,
Bldg. 19
Nov-91 yes 37 Canonie Preliminary Source Control Remedial Design
for 369 North Whisman Road, Bldg. 19 - volume 1
Nov-91 no Canonie Preliminary Source Control Remedial Design
for 369 North Whisman Road, Bldg. 19 - volume 2
Nov-91 yes 38 Canonie Slurry Wall Evaluation Technical
Memorandum for 369 North Whisman Road, #19
Dec-91 no S185 Dames & Moore - Resubmittal of Proposal Technical
Review of Documents
Dec-91 no S186 Canonie - Draft Proposed Sampling Network
Potential Conduit Program
Dec-91 no S187 Canonie Transmittal Draft Unified Plume Definition
and Ground Water Monitoring Program
J-13
<PAGE>
Exec
Date Sum Tab Document
Dec-91 no S188 Dames & Moore Quarterly Water Level Monitoring 455,
485-487 E. Middlefield Road
Dec-91 no S189 Canonie - Transmittal Draft Unified Report Format
Program and Data Management Plan
Dec-91 no S190 Dames & Moore EPA MEW 106 Order Monthly Progress
Report
Dec-91 no S191 MEW 106 Order - Monthly Progress Report (November
1991)
Dec-91 no S192 E2C Ordinance 90-1 Violation, Well SO-2 Destruction
455 E. Middlefield Rd.
Dec-91 no S193 Santa Clara Valley Water District, an Ordinance of
Regulations
Dec-91 no S194 Canonie Draft Unified Plume Definition and Ground
Water Monitoring Program
Redwell #13:
Dec-91 yes 39 Canonie Unified Plume Definition and Ground Water
Monitoring Program Report
Dec-91 yes 40 Canonie Unified Quality Assurance Program Plan
Dec-91 yes 41 Canonie Unified Report Format Program Report
Dec-91 yes 42 Canonie DRAFT Unified Report Format Program Report
Jan-92 No S195 Map of Revised Plan Checked Set
Jan-92 No S196 Canonie Draft Status Report Potential Conduit
Program
Jan-92 No S197 Schlumberger Change to MEW 106 Distribution List
Jan-92 Yes S198 Golder Assoc. Inc. Design Specific Data Collection
Phase I Work Plan
Jan-92 Yes S199 Golder Assoc. Inc. Design Specific Data Collection
Phase I Work Plan
Jan-92 No S200 Golder Assoc. Inc. Quality Assurance Project Plan
Jan-92 No S201 Schlumberger MEW Potential Conduit Tenant/Owner
Survey Report
Jan-92 No S202 Schlumberger - Change to MEW 106 Distribution list
Feb-92 no S203 PES Environmental Monthly Progress Report (Jan.
92) EPA MEW 106 Order
Feb-92 no S204 MEW 106 Order Monthly Progress Report Jan. 92
Feb-92 no S205 Schlumberger - Source Control Work Plans Raytheon
Lots 4 & 5 Implementation of Soils Cleanup
J-14
<PAGE>
Feb-92 no S206 PES Environ. PES Service Agreement
Exec
Date Sum Tab Document
Mar-92 no S206b Raytheon Hydraulic Control and Monitoring Report
Redwell #14:
Mar-92 yes 43 Bechtel Saturated Soil Investigation and
Characterization for 501 Ellis Street
Mar-92 yes 44 Bechtel Field Verification Program for 475 Ellis
Street
Mar-92 no PES DRAFT Source Investigation and Characterization
Report for 485/487 and 501/505 East Middlefield
Road
Mar-92 no PES DRAFT Source Investigation and Characterization
for 455 East Middlefield Road
Mar-92 no PES DRAFT Source Investigation and Characterization
for 575 East Middlefield Road
Mar-92 no PES Source Investigation and Characterization for
575 East Middlefield Road
Mar-92 no PES Source Investigation and Characterization for
455 East Middlefield Road
Redwell # 15:
Mar-92 no PES Source Investigation and Characterization for
485/487 and 501/505 East Middlefield Road
Mar-92 no Canonie Quality Assurance Report for 515/545 North
Whisman Road and 313 Fairchild Drive
Mar-92 no Canonie Quality Assurance Report for 644 Ellis
Street
Mar-92 no Canonie Quality Assurance Report for 464 Ellis
Street
Mar-92 no Canonie Quality Assurance Report for 441 North
Whisman Road
Mar-92 no Canonie Quality Assurance Report for 401 National
Avenue
Mar-92 no Canonie Quality Assurance Report for 369 North
Whisman Road
Mar-92 no S207 Schlumberger - Request for Meeting to Discuss EPA
Memorandum on Implementation of Soil Cleanup
Mar-92 no S208 Golder Assoc. Hydraulic Control and Monitoring
Summary Report June-Nov. 1991 350 Ellis
Mar-92 no S209 PES Environmental. Monthly Progress Report Feb. 92
EPA MEW 106 Order
J-15
<PAGE>
Mar-92 yes S210 Schlumberger MEW 106 Order - Monthly Progress
Reports - Feb. 92
Exec
Date Sum Tab Document
Mar-92 no S211 Schlumberger - Annual Report - MEW 106 Order
Respondents (1991)
Apr-92 no S212 EPA MEW Site Sobrato's 3/30/92 Information Request
Apr-92 no S213 PES Environmental - Submittal of March 19, 1992
Water Level Evaluation Data
Apr-92 no S214 PES Environmental. Monthly Progress Report March
1992 EPA MEW 106 Order
Apr-92 no S215 Schlumberger Distribution List - Change
Apr-92 no S216 Schlumberger MEW 106 Order - Fairchild Quarterly
Quality Assurance Report
Apr-92 no S217 Raytheon Summary of Activities for March 1992
Apr-92 no S218 Schlumberger Investigation and Source Control Work
Plan
Apr-92 no S219 Intel Site Data Transmittal for Intel's Mt. View
Facility
May-92 no S220 PES Environmental. Corrections to Sour
Investigation and Characterization Reports
May-92 no S221 Schlumberger - EPA Questions
May-92 no S222 Raytheon - Proposed Schedule for Implementation of
the Silva Well Work Plan
May-92 no S223 Raytheon Summary of Activities for April 1992
May-92 no S224 Schlumberger Water Reuse Work Plan EPA Approval
May-92 no S225 Canonie EPA Review of Potential Conduit Work Plan
Jun-92 yes S226 Golder Assoc. Data Management Plan - 350 Ellis St.
Lots 4 & 5 E. Middlefield Rd.
Jun-92 no Canonie DRAFT Response to EPA's Comments on Plume
Definition Work Plan and Sampling Plan
Jun-92 no S227 Weisse Assoc. Intel Mt. View Data Management Plan
Jun-92 yes S228 Siltec - Transmittal of "Characterization Report
for Facility Specific Source Control Work 405
National Ave.
Jun-92 no S229 Schlumberger - Response to EPA Letter of June 15,
1992
Jun-92 no S230 Watkins-Johnson Environmental. Inc. - Addition
Laboratory Analytical Report 405 National Ave.
J-16
<PAGE>
Jun-92 no S231 Canonie Draft Response to EPA's Comments on the
Plume definition Work Plan
Jun-92 no S232 Canonie Preliminary Responses to Comments of the
International Tech. Corp.
Exec
Date Sum Tab Document
Jun-92 no S233 Canonie - Potential Source Areas
Jul-92 no S234 PES Environmental. June 30, 1992 Meeting Regarding
NAS Moffett Field
Jul-92 no S235 PES Environmental Quarterly Progress Report April
- June 1992 EPA MEW 106 Order
Jul-92 no S236 Raytheon Submission to EPA Records Destruction
Plan
Jul-92 no S237 Raytheon Summary of Activities for April, May and
June 1992
Jul-92 no S238 Schlumberger MEW 106 Work Order Joint work
Quarterly Progress Report 2nd Quarter
Jul-92 no S239 Schlumberger MEW 106 Order Joint Work Quarterly
Progress Report
Jul-92 no S240 Intel Site Data Transmittal for Intel's Mountain
View facility
Jul-92 no S241 Schlumberger MEW 106 Order Fairchild Quarterly
Quality Assurance Reports
Jul-92 no S242 Schlumberger - Access Agreement for 265 N.
Whisman Road
Jul-92 no S243 Canonie Water Reuse Survey
Jul-92 no S244 Submission of Addendum to the Unified Quality
Assurance Project Plan for 106 Order and consent
decree parties
Jul-92 no S245 Canonie Hydraulic Control North of US Highway 101
Addendum 1 Work Plan A
Jul-92 no S246 Canonie Surface Water Sampling Plan Plume
Definition Program
Jul-92 no Canonie DRAFT Well Destruction Reports
Jul-92 no Canonie Surface Water Sampling Plan Plume
Definition Program
Jul-92 no Canonie DRAFT Response to EPA's Comments on
Unified Quality Assurance Project Plan
Jul-92 no Canonie DRAFT Quarterly Progress Reports
Jul-92 no Canonie DRAFT Surface Water Sampling Plan Plume
Definition Program
Jul-92 no Canonie Surface Water Sampling Plan Plume
Definition Program
Jul-92 no Canonie DRAFT Response to EPA's Comments on
Unified Quality Assurance Project Plan
Jul-92 no Canonie DRAFT Quarterly Progress Reports
J-17
<PAGE>
Jul-92 no Canonie DRAFT Surface Water Sampling Plan Plume Definition Program
Exec
Date Sum Tab Document
Aug-92 yes 45 Canonie Water Production and Potential Water Use
Survey Results Water Reuse Program Report
Aug-92 no Canonie DRAFT Report of Results of Water Production and Potential Water Uses
Redwell #16:
extra copies of PES Investigation and Characterization studies for 455, 575 and
485/487 & 501/505 East Middlefield Road (see redeploys 14 &15) and aerial photos
of site
Redwell #17:
Aug-92 no Canonie response to EPA's Comments on Plume Definition Work Plan Sampling Plan
Aug-92 no Canonie Well Destruction Reports
Aug-92 yes 46 Golder Associates Design Specific Data Collection Report
Aug-92 no Canonie DRAFT Response to EPA's Comments on Plume Definition Work Plan and Plume
Definition Sampling Plan
Aug-92 no Dames & Moore Response to Canonie's Comments on Additional Site Investigation
and Groundwater Modeling Reports
Aug-92 no S247 PES Environmental - Sobrato Properties Confirmed VOC Sources
Aug-92 no S248 Canonie Request for Time Extension Investigation of Well 23L*3 (Sobrato Well)
Aug-92 no S249 Canonie Start Up Procedures for Sampling Plume Definition Program
Aug-92 no S250 Schlumberger Response to EPA's Plume Definition Work Plan
Aug-92 no S251 Sobrato Development. Co. Ellis-Middlefield Plan indicating underground pipelines
Aug-92 no S252 Schlumberger Investigation of Well 6S2W23L*3 Sobrato Development. Co. 487 E. Middlefield Rd.
Sep-92 no Canonie Source Control Work Plan for 515/545 North Whisman Road and 313
Fairchild Drive - Addendum 2
Sep-92 No S253 Schlumberger - Naval Facilities Engineering
J-18
<PAGE>
Sep-92 No S254 Distribution
Sep-92 No S255 Raytheon Potential Navy Sources of Chlorinated Solvents on Moffett Field
Exec
Date Sum Tab Document
Sep-92 No S256 Canonie Notification of Changes in the Monitoring Schedule
Sep-92 No S257 Canonie Request for Well Designation and Coordination
Sep-92 No S258 NAS Moffett Field Update on Environmental Clean Up Activities
Sep-92 No S259 Source Control Work Plan Addendum 2 Fairchild Semiconductor Corp. 410 National Ave Building 9
Sep-92 No S260 Source Control Work Plan Addendum 2 Fairchild Semiconductor Corp. 441 No. Whisman Building
Sep-92 No S261 Source Control Work Plan Addendum 2 Fairchild Semiconductor Corp. 644 National Building 18
Sep-92 No S262 Source Control Work Plan Addendum 2 Fairchild Semiconductor Corp. 464 Ellis Building 20
Oct-92 No S263 Canonie Correspondence concerning Missed Holding Times
Oct-92 No S264 Raytheon Consent Decree: Quarterly Progress Report, 3rd Quarter of `92
Oct-92 No S265 Raytheon Summary of Activities for July - Sept. 1992 Quarterly Report
Oct-92 No S266 Schlumberger Annual Horizontal Potential Conduits Evaluation
Oct-92 No S267 Schlumberger - MEW 106 Order - Quarterly Progress Report
Oct-92 No S268 Schlumberger MEW 106 Order Work Joint-Quarterly progress Report 3rd Quarter of 92
Oct-92 No S269 Schlumberger - MEW 106 Order - Fairchild Quarterly Quality Assurance Reports
Oct-92 No S270 Canonie - Arrangements for Data Exchange
Oct-92 No S271 Raytheon - Quarterly Report Summary of Activities July-Sept 1992
Oct-92 No S272 Weighs - Site Data Transmittal for Intel's Mt. View Facility-Third Quarter 1992 Monitoring Report
Oct-92 No S273 Canonie Destruction Report: Well 6S2W23D*3 EPA 106 Order
Oct-92 No S274 PES Environmental - Quarterly Progress Report 7-92 to 9-92 EPA MEW 106 Order
Oct-92 No S275 Canonie - Reminder of Upcoming November Water Level Measurements-Quarterly Monitoring Prog.
Nov-92 No S276 Watkins-johnson - Project Design for Source Control Remedial Design 405 National Ave.
Nov-92 No S277 Golder Assoc. Phase II Work Plan Raytheon - 350 Ellis St., Lots 4 & 5 E. Middlefield
J-19
<PAGE>
Nov-92 No S278 Golder Assoc. Data Collection report - Raytheon - 350 Ellis Street
Exec
Date Sum Tab Document
Nov-92 No S279 Golder Assoc. Soil Gas Survey & RDI Borehole, Lot 3, E. Middlefield Rd.
Nov-92 No S280 Weiss Associates - Correction letter for 10-3-92 report
Dec-92 No S281 Canonie - Joint Defense Communication Geologic Correlation Draft Report
Dec-92 No S282 Transmittal of Addendum to Unified Quality Assurance - Middlefield-Ellis-Whisman Study Area
Dec-92 No S283 Canonie - Well 6S2W23D*3 EPA 106 Order Joint Work Potential Conduit Program
Dec-92 No S284 Schlumberger - MEW 106 Order - Potential Conduit Destruction Reports
Dec-92 No S285 Canonie - Notification - Completion of Sampling Activities
Dec-92 No S286 Canonie 0 Transmittal - Ground Water Chemistry Program
Jan-93 No S287 PES Environmental - Quarterly Progress Report 10-92 to 12-92 EPA MEW 106 Order
Jan-93 No S288 Raytheon - Quarterly Report - Summary of Activities for Oct-Dec. 1992
Jan-93 No S289 Raytheon - Consent Decree: Quarterly Progress Report, Fourth Quarter of 1992
Jan-93 No S290 Schlumberger - MEW 106 Order Quarterly Progress Report, Fourth Quarter 1992
Jan-93 No S291 Schlumberger - MEW 106 Order Joint Work-Quarterly progress Report 4th Quarter 1992
Jan-93 No S292 Schlumberger - MEW 106 Order - Fairchild Quarterly Quality Assurance Reports
Jan-93 No S293 Weiss Associates - 4th Quarter 1992 - Self Monitoring Report at Intel 365 Middlefield
Jan-93 No S294 PES Environmental - Designated Facility Coordinator
Jan-93 No S295 Canonie - Notification of Receipt of Lab Analyses 106 Order Middlefield-Ellis
Feb-93 No S296 Canonie - Draft Nov. 19, 1992 Potentiometric Surface Maps & TCE Concentration Jun-Dec 1992
Feb-93 No S297 Schlumberger - list of documents submitted
Feb-93 Yes S298 Canonie - Preliminary Source Control - 464 Ellis Street
Feb-93 Yes S299 Canonie - Slurry Wall Evaluation - 401 National Avenue
Feb-93 Yes S300 Canonie - Preliminary Source Control - 401 National Avenue
J-20
<PAGE>
Feb-93 Yes S301 Canonie - Preliminary Source Control - 644 National Avenue
Exec
Date Sum Tab Document
Feb-93 No S302 Canonie - In-Situ Aeration System - 369 N. Whisman Road
Feb-93 Yes S303 Canonie - Preliminary Source Control - 441 N. Whisman
Feb-93 Yes S304 Canonie - Slurry Wall Evaluation 515/545 N. Whisman and 313 Fairchild Drive
Feb-93 No S305 Canonie - Ground Water Treatment System 515/545 N. Whisman and 313 Fairchild Drive
Feb-93 Yes S306 Canonie - Preliminary Source Control - 515/545 N. Whisman and 313 Fairchild Dr. Vol. 1 & 2
Feb-93 Yes S307 Canonie - Draft Plume Definition Program Report MEW 106 Order Joint Work
Mar-93 Yes S308 Canonie - Prelim. Design Regional Ground Water Remediation Program MEW Site
Mar-93 Yes S309 Final Draft Plume Definition Program Report MEW 106 Order Joint Work MEW Site
Mar-93 Yes S310 Preliminary Design Regional Ground Water Remediation Program MEW Site
Mar-93 No S311 Canonie - Preliminary Source Control Remedial Design 369 N. Whisman
Feb-93 No S312 Weiss Associates - Intel's Ground Water Data Base 1992 Annual Report
Feb-93 Yes S313 Golder Associates - Preliminary Source Control Remedial Design Raytheon Lots 4 & 5
Feb-93 Yes S314 Golder Associates - Preliminary Source Control Remedial Design Raytheon 350 Ellis St.
Mar-93 Yes S315 Canonie - Plume Definition Program
Apr-93 No S316 Canonie - 1st qtr 93 Progress Reports
Apr-93 No S317 Schlumberger/Canonie Quarterly Quality Assurance Reports for 6 Fairchild sites
Apr-93 No S318 Schlumberger/Canonie MEW 106 Order Joint Work Quarterly Progress Report - 1st qtr `93
Apr-93 No S319 Canonie - Add #1 Preliminary Design Remediation South of Highway 101
Apr-93 No S320 Canonie - Add #1 Preliminary Design Remediation North of Highway 101
Apr-93 No S321 Schlumberger - 1st qtr `93 quarterly progress report from General Instruments
Apr-93 No S322 Weiss Associates - Intel's quarterly groundwater monitoring report 1st qtr `93
Apr-93 No S323 Raytheon - 1st qtr 93 Facility Specific Work report (Golder Associates)
J-21
<PAGE>
Apr-93 Yes S324 Golder - Hydraulic Control and Monitoring Summary Report 12/91 thru 11/92
Apr-93 No S325 Canonie - Draft Well Destruction Report, Well #6S2W14N3 (175 Evandale Ave., Mtn. View)
Exec
Date Sum Tab Document
Apr-93 No S326 Canonie - Preliminary Remedial Design Fairchild Bldgs. 13 & 23, 441 N. Whisman
Apr-93 No S327 Canonie - Preliminary Remedial Design Fairchild Bldg 20, 464 Ellis
Apr-93 No S328 Canonie - Preliminary Remedial Design Fairchild Bldg 18, 644 National
May-93 No S329 Canonie - B3 Aquifer Plume Definition Work Plan
May-93 No S330 Watkins-Johnson - Groundwater Model Report 405 National Ave.
May-93 No S331 Canonie - Responses to PRP Comments on design of Regional Ground Water Mediation Program
May-93 Yes S332 Canonie - Ground Water Chemistry Program EPA 106 Order Joint Work
May-93 Yes S333 Harding Lawson Summary of Potential Source Areas @ NAS Moffett Field
May-93 No S334 Canonie - Plume Definition Program Addendum 1
May-93 No S335 Canonie - Well Investigation Report 4 parts
May-93 No S336 Schlumberger - Ground Water Chemistry Program Report
Jun-93 No S337 Weiss response to EPA comments regarding Intel's Control Workplan
Jun-93 No S338 Canonie - Slurry Wall Evaluation 401 National Avenue (Fairchild Bldg. 9)
Jun-93 No S339 Canonie - Well #6S2W12N*1 Potential Conduit Program
Jun-93 No S340 Canonie - Source Control Remedial Design Fairchild Bldgs. 1, 2, 3 and 4
Jun-93 No S341 Canonie - Well #6S2W14N*1 Potential Conduit Program
Jun-93 No S342 Canonie - Well #6S2W22H*10 Potential Conduit Program
Jun-93 No S343 Prickett & Associates - Groundwater Modelling Results
Jul-93 No S344 Weiss - 2nd Qtr 1993 Monitoring Report @ Intel, 365 Middlefield Road
Jul-93 No S345 Bechtel - NEC 2nd Qtr progress report / Canonie - 2nd Qtr 1993 progress report 441 N. Whisman
Jul-93 No S346 Canonie - 2nd Qtr progress report plume definition program
Jul-93 No S347 Canonie - Regional Ground Water Remediation Program 2nd Qtr report
Jul-93 No S348 Raytheon - Facility Specific work 2nd Qtr report
J-22
<PAGE>
Jul-93 No S349 Canonie - Presentation of Lab results & recommendations for resampling of wells B3 Plume Prog
Exec
Date Sum Tab Document
Jul-93 No S350 Canonie - Draft Potentiometric Surface Maps to Raytheon
Jul-93 No S351 Canonie - Well #6S2W23E*1 Investigation Report
Jul-93 No S352 Canonie - Well #6S2W23M1 Investigation Report
Jul-93 No S353 Canonie - Well #6S2W23D*4 Investigation Report
Aug-93 No S354 Canonie - Final 5/20/93 Potentiometric Surface Maps
Aug-93 No S355 Canonie - Final Source Control Rememdial Design Volume 1: Basis of Design
Aug-93 No S356 Canonie - Final Source Control Rememdial Design Volume 2: Contract Docs, Specs & Drawings
Aug-93 No S357 Canonie - Well #6S2W23L*3 Potential Conduit Program (Destruction) Report
Aug-93 No S358 Canonie - Well #6S2W23M1 Investigation Report
Aug-93 No S359 Canonie - Well #6S2W23E*1 Investigation Report
Aug-93 No S360 Canonie - Well #6S2W23D*4 Investigation Report
Aug-93 No S361 Canonie - Well #6S2W23L*3 Potential Conduit Program
Aug-93 Yes S362 Canonie - "B3" Aquifer Plume Definition Program
Aug-93 Yes S363 Canonie - Final Source Control Remedial Design Vol. 1 Basis of Design
Aug-93 Yes S364 Canonie - Final Source Control Remedial Design Vol. 2 Contract Docs, Specs & Dwgs
Sep-93 No S365 Canonie - Preliminary Design Regional Ground Water Remediation Program North of Hwy 101
Sep-93 No S366 Canonie - Preliminary Design Regional Ground Water Remediation Program South of Hwy 101
Sep-93 Yes S367 Canonie - Addendum 2 Plume Definition Program "B3" Auifier
Sep-93 No S368 Groundwater Technology resumes and qualifications from Raytheon
Sep-93 Yes S369 Canonie - Final Source Control Remedial Design, 644 National Ave., Bldg. 18 (Fairchild)
Oct-93 No S370 Raytheon - Consent Decree: Quarterly Progress Reports 3rd Qtr
Oct-93 No S371 Schlumberger - MEW 106 Order - Joint Work Qtrly Progress Report
Oct-93 No S372 Schlumberger - MEW 106 Order - Site Specific Qtrly Progress Report
J-23
<PAGE>
Oct-93 No S373 Weiss - Third Quarter 1993 Self Monitoring Report for Intel, 365 Middlefield
Exec
Date Sum Tab Document
Oct-93 No S374 Canonie - Final Source Control Remedial Design, Fairchild, 644 National Ave, Bldg. 18
Oct-93 No S375 Canonie - Final Source Control Remedial Design, Fairchild, 401 National Ave, Bldg. 9
Oct-93 No S376 Canonie - Final Source Control Remedial Dsn, Fairchild, 369 & 441 N. Whisman, Bldgs. 19, 13 & 23
Nov-93 Yes S377 Canonie - Final Design Regional Ground Water Remediation Program M-E-W site Mt. View, CA
J-24
<PAGE>
EXHIBIT K
---------
LEASE TERMINATION AGREEMENT
---------------------------
This Lease Termination Agreement (this "Agreement") is made on
______________, 2001 by and between ____________________________ ("Landlord"),
and ____________________ ("Tenant").
R E C I T A L S:
- - - - - - - -
A. Landlord and Tenant entered into that certain Lease dated
_________________ (the "Lease"), as amended, pursuant to which Landlord leases
to Tenant approximately ______________ rentable square feet of space, known as
___________________ (the "Premises").
B. Landlord and Tenant have agreed to terminate the Lease, subject to and
in accordance with the terms, conditions and provisions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
1. Recitals. The foregoing Recitals are true and correct and are
--------
incorporated into this Agreement by reference as if fully set forth.
2. Termination. Effective immediately on the date of this Agreement (the
-----------
"Termination Date"), the Lease is hereby terminated. As of the Termination Date,
the Lease shall be deemed to be of no further force or effect and neither party
shall have any further liability to the other under the Lease except for those
obligations which expressly survive expiration or earlier termination of the
Lease ("Surviving Obligations"), subject to this Section below. Notwithstanding
Section 12E of the Lease, Landlord's obligations under Section 12E of the Lease
("Landlord's Indemnity Regarding Hazardous Materials") shall not survive
termination of the Lease and shall not be a Surviving Obligation hereunder.
3. Release. Except for the Surviving Obligations, the undersigned (and the
-------
individuals executing on behalf of the undersigned in their individual
capacities) do hereby release, discharge and acquit each other, their past,
present and future officers, employees, directors, principals, agents, partners,
shareholders, attorneys, successors and assigns, and any affiliated entity or
other entity owned or controlled by one or more of them, from any claim asserted
or which may have been asserted in connection with any rights, obligations,
representations, warranties or covenants, or breaches thereof, contained in,
arising from or conferred under the Lease, other than the Surviving Obligations,
and from any and all claims, demands, remedies, causes of action, debts,
liabilities and losses of every kind or nature, whether at this time known or
unknown, anticipated or unforeseen, direct or indirect, fixed or contingent,
whether presently or hereafter disclosed, which the parties to this Agreement,
and their respective successors and assigns, ever had, now have or hereafter may
have by reason of the
K-1
<PAGE>
Lease, the landlord-tenant relationship created thereby, or the occupancy of the
Premises under the Lease, except that nothing herein shall in any way limit or
prejudice the rights of either of the parties with respect to the Surviving
Obligations, the exercise and enforcement to the fullest extent of the rights
granted under this Agreement, or the pursuit of any claim by Tenant under that
certain Agreement to Purchase Buildings dated September __, 2001, between
Landlord and Tenant (the "Purchase Agreement") or reserved by Tenant under
Section 15.15 of the Purchase Agreement. Landlord and Tenant hereby waive the
protection of California Civil Code Section 1542, which reads 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.
Landlord's Initials:_________ Tenant's Initials:_____________
4. Authority. The signatories hereto hereby represent that they have full
---------
and complete authority to bind their respective parties to the Agreement and
that no other consent is necessary or required in order for the signatories to
execute this Agreement on behalf of their respective parties.
5. Binding Effect. This Agreement shall be binding upon and inure to the
--------------
benefit of the parties hereto and their respective successors and assigns.
6. Applicable Law. This Agreement shall be governed by and construed and
--------------
enforced in accordance with the laws of the State of California without regard
to any conflict of laws principles.
7. Counterparts. This Agreement may be executed in separate counterparts,
------------
all of which together shall constitute a single Agreement.
8. Attorneys' Fees. If any legal proceeding is brought or undertaken to
---------------
enforce this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
then the prevailing party or parties in such proceeding shall be entitled to
recover reasonable attorneys' and other professionals' fees, court costs and
other expenses incurred in such action or proceeding, in addition to any other
relief to which such party may be entitled.
K-2
<PAGE>
IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of
the date first above written.
LANDLORD:
________________________________, a
________________________________
By:_____________________________
Name:________________________
Title:_______________________
TENANT:
________________________________, a
________________________________
By:_____________________________
Name:________________________
Title:_______________________
K-3
<PAGE>
EXHIBIT L
---------
ASSIGNMENT
----------
THIS ASSIGNMENT OF INTANGIBLE PROPERTY ("Assignment"), is made as of the
----------
_______ day of ________________, 2001 by and between __________________________,
a ___________________, ("Assignor") and ________________, a ___________________
--------
("Assignee").
--------
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, by Agreement to Purchase Buildings ("Purchase Agreement") dated as
------------------
of ____________, 2001, by and between Assignor and Assignee, Assignor agreed to
sell to Assignee certain real property and the improvements located thereon
("Property") as more particularly described in the Purchase Agreement; and
--------
WHEREAS, the Purchase Agreement provides, inter alia, that Assignor shall
assign to Assignee rights to certain intangible property and that Assignee shall
assume all of the obligations of Assignor under such intangible property from
and after the date of such assignment, and that Assignor and Assignee shall
enter into this Assignment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Assignment of Contracts, Licenses and Permits. Assignor hereby assigns,
---------------------------------------------
sets over and transfers to Assignee, to the extent assignable (without
representation or warranty as to assignability) on the terms described below
without prejudicing Assignor's reserved rights and benefits described below, all
of its right, title and interest in, to and under (a) the contracts described in
Exhibit A attached hereto and incorporated herein by this reference (herein
---------
collectively called the "Contracts"), (b) all licenses, permits and other
---------
written authorizations necessary for the use, operation or ownership of the
Property (herein collectively called the "Licenses and Permits"), and (c) all
--------------------
rights of Assignor in all intangible property owned by Assignor and useful in
connection with the Property ("Intangible Property").
-------------------
2. Assumption and Indemnity. Assignee hereby (a) assumes and takes
------------------------
responsibility for all damages, losses, costs, claims, liabilities, expenses,
demands, and obligations of any kind or nature whatsoever attributable to the
Contracts, the Licenses and Permits and Intangible Property arising or accruing
after the date hereof and (b) agrees to indemnify, defend and hold harmless
Assignor from all damages, losses, costs, claims, liabilities, expenses,
demands, and obligations of any kind or nature whatsoever attributable to the
Contracts, Licenses and Permits and Intangible Property arising or accruing on
or after the date hereof. Assignor agrees to indemnify, defend and hold harmless
Assignee from all damages, losses, costs, claims, liabilities, expenses,
demands, and obligations of any kind or nature whatsoever attributable to the
Contracts, Licenses and Permits and Intangible Property arising or accruing
before the date hereof.
L-1
<PAGE>
3. Miscellaneous. This Assignment and the obligations of the parties
-------------
hereunder shall survive the closing of the transaction referred to in the
Purchase Agreement and shall not be merged therein, shall be binding upon and
inure to the benefit of the parties hereto, their respective legal
representatives, successors and assigns, shall be governed by and construed in
accordance with the laws of the State of California applicable to agreements
made and to be wholly performed within said State and may not be modified or
amended in any manner other than by a written agreement signed by the party to
be charged therewith.
4. Severability. If any term or provision of this Assignment or the
------------
application thereof to any persons or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Assignment or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable shall not be affected thereby, and each term
and provision of this Assignment shall be valid and enforced to the fullest
extent permitted by law.
5. Counterparts. This Assignment may be executed in counterparts,
------------
each of which shall be an original and all of which counterparts taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the
date first set forth hereinabove.
ASSIGNOR:
_______________________________, a
_______________________________
By:____________________________
Name:_______________________
Title:______________________
ASSIGNEE:
________________________________
By:_____________________________
Name:________________________
Title:_______________________
L-2