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Agenda Packets - Board - 2005-11-30
gANITgR` V s G . V2 ag �` y • •Y1• M t Costa Mesa Sa Dist IR A5 .. an Inge enbent Special District Board of Directors James Ferryman Greg Woodside Art Perry Arlene Schafer Dan Worthington Staff Robin B. Hamers Manager District Engineer (949) 631 -1731 Thomas A. Fauth Assistant Manager Joan Revak Board Secretaq Program Manager Clerk of the District Alai R. Burns Legal Counsel Wend, Hooper Davis Treasurer Phone (949) 645 -8400 Fax (949) 650 -2253 Address 628 W. 19th Street Costa Mesa, CA 92627 -2716 Printed on Recycled Paper NOTICE OF SPECIAL MEETING COSTA MESA SANITARY DISTRICT BOARD OF DIRECTORS NOVEMBER 30, 2005 The Board of Directors of the Costa Mesa Sanitary District will meet on Wednesday, November 30, 2005 at 12:00 p.m., in the Board Conference Room at the Costa Mesa Sanitary District, 628 W. 19`h Street, Costa Mesa, California to consider the following: I. Sewer System Maintenance and Operations Program A. Update on Maintenance Supervisor Position and Transfer of Money within Budget B. Approval of Lease for CMSD Yard C. Approval of Jimni Agreement D. Approval of National Plant Services Agreement E. Approval of TRC Telemetry Modification Agreement and Transfer of Funds F. Approval of Purchase of Vehicles G. Discussion on Incorporation of Televising Grant into Sewer Maintenance Program II. Approval of Attendance at California Association of Sanitation Agencies (CASA) 2006 Mid -Year Conference in Indian Wells — January 18 -21, 2006 III. Public Comments Dated: November 28, 2005 Clerk of the District Protecting our communitNIS beat tb bN providing solid waste and sewer cof f ection services. emsaca.gov PROFESSIONAL SERVICES AGREEMENT FOR COSTA MESA SANITARY DISTRICT THIS AGREEMENT is made and entered into this 22nd day of November, 2005, by and between the COSTA MESA SANITARY DISTRICT, a California Sanitary District, hereinafter referred to as 'DISTRICT" and Karl Dulake, a Sole Proprietor, hereinafter referred to as "CONTRACTOR ". WITNESSETH WHEREAS, CONTRACTOR is a professional accounting and consulting firm and is knowledgeable and competent to perform the services described in this AGREEMENT; and WHEREAS, DISTRICT desires to utilize the services of CONTRACTOR to serve as the District Sewer System Maintenance Supervisor; NOW, THEREFORE, the parties agree as follows: 1. Scope of the Work CONTRACTOR shall act as Sewer System Maintenance Supervisor as described below: a. Oversight of sewer system line cleaning maintenance, hotspot cleaning and pump station maintenance contractor personnel. Other duties as assigned. b. Maintenance, operation and minor repairs of sewer lines and manholes. c. Thorough understanding of all facets of pump station operation and the ability to perform minor repairs and adjustments. Disassembles and repairs pumps. d. Effectively uses sewer cleaning vehicles and techniques. Ensures cleaning crews properly clean the sewer lines. Scheduling and keeping accurate records of progress. e. Complete knowledge of sewer spill response, clean-up techniques and reporting. f. Works with the Assistant Manager in monitoring pump station operation through the telemetry system. g. Makes recommendations for system improvements to increase sewer system reliability. h. Diplomatically discusses sewer lateral problems with property owners. Explains property owner responsibility and District responsibility. i. Reviews documents and evaluates the work of subordinates and contractors including appropriate participation in disciplinary actions. 2. Services Provided a. CONTRACTOR shall provide all labor and supervision required to perform said services to meet the approval of the DISTRICT Manager/District Engineer. b. The DISTRICT shall authorize any additional work in writing prior to CONTRACTOR beginning the extra work. 3. Supplies and Equipment DISTRICT owns all computer hardware and software. CONTRACTOR assumes the risk of damage to any and all equipment furnished for use under this AGREEMENT including, but not limited to, computer equipment. 4. Compensation CONTRACTOR fees shown shall be billed hourly, at the following hourly rates: $ 29.18/hour Sewer System Maintenance Supervisor Karl Dulake CONTRACTOR shall invoice the District monthly, with a cutoff date of the 25th of each month. CONTRACTOR shall be paid after services are provided and approval of payments are made monthly on the District's register of warrants, approved at the District Board meeting regularly held the second Thursday of each month. 5. Independent CONTRACTOR The parties agree that CONTRACTOR is an independent contractor who is being paid to produce a result. CONTRACTOR is in no way an employee of DISTRICT. CONTRACTOR controls the means of accomplishing the work. CONTRACTOR shall pay all Federal and State payroll taxes for employees of CONTRACTOR and said employees shall in no way be deemed or construed to be employees of DISTRICT for any purpose. 6. Term The period of performance begins November 22, 2005 through December 11, 2005. 7. Assignment No assignment of this AGREEMENT may be made without the express written consent of DISTRICT. 8. Termination Either party shall have the right to terminate this AGREEMENT at a date earlier than specified in paragraph 6 without cause, by giving 10 days written notice. 9. Notice The parties may give notice under this AGREEMENT by sending such notice certified mail addressed as follows: ►P) TO DISTRICT: COSTA MESA SANITARY DISTRICT 628 W. 19' Street Costa Mesa, CA 92627 ATTN: Thomas Fauth, Assistant Manager, CMSD TO CONTRACTOR: Karl Dulake 3261 Iowa Street Costa Mesa, CA 92626 Such notice shall be deemed received five (5) days after mailing whether signed for or not. 10. Integration This AGREEMENT constitutes the entire AGREEMENT and understanding between the parties hereto, and it shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by the parties hereto. 11. No Waiver The failure of the DISTRICT at the time to require performance by the CONTRACTOR of any provisions hereof shall in no way affect the right of the DISTRICT thereafter to enforce same. Nor shall waiver by the DISTRICT of any breach of any provisions hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself. 12. Indemnity CONTRACTOR agrees to indemnify, defend and hold harmless the DISTRICT, its officers, agents, employees and volunteers from any claims or liability arising out of the performance of this AGREEMENT, save and except that caused by DISTRICT's sole active negligence. 13. Attorney's Fees The parties agree that should any dispute arise concerning the interpretation of this AGREEMENT, or regarding the performance or non- performance of this AGREEMENT, that the prevailing party shall be entitled to reasonable attorney's fees. 41 WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. APPROVED AS TO FORM: ALAN BURNS LEGAL COUNSEL 4 COSTA MESA SANITARY DISTRICT CONTRACTOR Title: President Secretary Board of Directors Arlene Schafer Greg Woodside James Fenyman Art P_ ein Dan Worthington Staff Robin B. Hamers Manager District Engineer ( "949) 631 -1731 Thomas A. Fauth Assistant Manager Joan Revak Board Secretary Program Manager Alcor R. Burns Legal Counsel Wendv Hooper Davis Treasurer Phone (949) 645 -8400 Fax (949) 650 -2253 costa mesa SanitarN District ... an Inbepencbent Special District Mr Karl Dulake 3261 Iowa St Costa Mesa, CA 92626 Dear Karl, November 22, 2005 The Costa Mesa Sanitary District wishes to confirm the job offer to you as Sewer System Maintenance Supervisor for the Costa Mesa Sanitary District. The effective date of employment is scheduled for Monday, 12 December, 2005 and your revised starting salary is $5,058 per month (Step 1 of the Sewer System Maintenance Supervisor salary range) incorporating the 1.45% Medicare contribution increase. The District's intent is to offer you the opportunity for advancement in a supervisory capacity including contract management at a significantly higher pay scale while retaining the benefits you have in your current career in the form of a "vested" position with the District under a "9/80" plan. Additional agreed -upon points are attached. The transition to the District with your new responsibilities will occur over the next month. During this time I request- you maintain frequent communication with the District Personnel Management Staff through the Assistant Manager to schedule required preliminaries including the physical examination. All employment is dependent upon passing the physical. Congratulations on your success in the interview process. Should you have further questions, please call Mr Hamers at 949 - 631 -1731 or Mr Fauth at 949 - 645 -8400, x222. Sincerely, Robin B. Hamers Manager/District Engineer Costa Mesa Sanitary District omas A. 4 a�_ uth Assistant Manager Costa Mesa Sanitary District I acknowledge and agree to the conditions of vested employment and the requirement of passing the physical. I acknowledge acceptance of the position as such and the start date of December 12, 2005. // K�, dt�/ Address 628 4t! 19th Sweet Signature Costa Mesa, CA 92627 -2718 1 Atch, 17 Point CMSD Offer cc: CMSD Personnel Manager 03 Date *Prinredon Protecting our coinmunit-,�'s beafth 6-L� provibincg solib Waste anb server coffection services. Regvled Pnper costa nlesasanitarlJ' bistrlct.0 yo r777 717 t 1040 W 17 St Lease 1040 W 17 St Lease 1040 W 17 St Lease 1040 W 17 St Lease 1040 W 17 St Lease Potential 11 -23 -05 a Potential 11 -23 -05 b Potential 11 -23 -05 c Potential 11 -23 -05 d Potential 11 -23 -05 e I .3. Wickes 3200 Harbor Blvd 11 -23 -05 a Wickes 3200 Harbor Blvd 11 -23 -05 c Wickes 3200 Harbor Blvd 11 -23 -05 d Wickes 3200 Harbor Blvd 11 -23 -05 e ,, l ' CURTIS & ASSOCIATES Commercial and Industrial Real Estate Services I►VA 1]31 T1 't ►. 1' . ►�' TO: Tom Fauth/Costa Mesa Sanitary District FROM: Don Gregg/Curtis & Associates DATE: November 29, 2005 RE: SUMMARY OF PROPOSED TRANSACTION 2050 Charle Street Costa .Mesa, CA 92627 The purpose of this memo is to present a brief summary of the deal points on the "Standard Offer, Agreement and Escrow Instructions for Purchaseof Real Estate" dated for reference purposes November 29, 2005. Site: 2050 Charle Street, Costa Mesa, CA Thomas Guide 888 J -2 Bldg. 2,619 Square Feet Building (approximately) Built as an auto repair facility with six ground level truck doors and 648 square feet of office. Lot. Approximately 10,080 square feet, paved and Fenced. Parking. 4:1,000 Parking Ration Zoning. MP (Industrial Park District) Automotive Conditinal Use Pen-nit in place. For Sale. $980,000 Current Status as per listing Broker David Kluver the property is in escrow at $970,000 with buyer's contingency period for financing to expire Saturaday December 3, 2005. Strategy: Present a written, full price offer that could influence the Seller, if given the opportunity, to terminate his current escrow aand op0en a new one with you. 3187 -F Airway Avenue, Costa Mesa, CA 92626 Tel 714 -540 -1400 FAX 714- 540 -7411 Cell Phone 949- 689 -8213 CURTIS & ASSOCIATES Commercial and Industrial Item Estate Services Action: Sign and present an Offer prior to the end of business Friday December 2, 2005 thus giving the Seller an option if the current buyer askes for more time for its contingencies. Without a written offer the seller is most likely going to extend the time with his current buyer. With a better offer, the seller now has a benefit to cancel the current escrow and enter into a new agreement with the CMSD. Pricing: The price of $980,000 reflects the "current." market value for small, free standing buildngs in West Costa Mesa. This is a price that caclulates to $374 per square foot of building. Industrial Condominiums at 17`x' and Pomona are selling fi-om $305 to $325 per square foot and they have less parking, all outside space in "common" area and they do not have the benefit of a fenced yard. The addition of an automotive "CUP" adds value to the property as small, privately owned auto repair facilites are hard to locate. It is the basic law of "Supply and Demand" that creates this pricing, plus the fact that there is already a buyer, in escrow willing to pay $970,000. Properties Currently On the Market: On a per squarea foot basis, tiles properties range from a low of $198.97/sf — See 1974 Charlie Street, 9,298 SF, in escrow. To a high of $899/sf — See 2138 Newport Blvd, 1,000 SF, available now. Call Don Gregg with questions and comments at (714) 540 -1400 or Cell Phone (949) 689 -8213 3187 -P Airway Aventine, Costa Mesa, CA 92626 Tel 714 - 540 -1400 FAX 714 - 540 -7411 Cell Phone 949 - 689 -8213 WEST COSTA MESA - RETAIL PROPERTIES Ref Rental Lease Sale Listing Panting Office Space Rate SF Type Price Size SF Floor # Suite # Ratio Status Sublease 88697 None $899.00 SF 1,000 2:1 Occupied No Term: $899,000 it 2138 Newport Blvd City: Costa Mesa T.B.G.: 1389 -A2 Mos. on Market: 9 Cross Streets: Newport Blvd / Victoria Fashion Island Realty (949) 350 -9211 Mark Whitehead Single Story Office Buildin Surface Free Parking 6,000 Sra Ft Lot Major Street Frontage Excellent 55 Freeway Access Retail Use Possible When Available: Now How to Show: Call To Show I his infwmafim v fmiWwd fmm sauces"deem reNaWe: however, w do trot gumaniea ita am." and aastma no fiabi ky. Available Listings Do not rey m my of tna wDo 30n contained herein vAdr A verifying s ymae d with the tmnng broker or avmer. coPydgm o 2003, November 29, 2005 834 THE BMHH GUIDE"', see Diadaker / Proos y fpm Nodw m Gogh S x . By. Dadel Sys Page 1 WEST COSTA MESA PROPERTIES Ref Rental Lease Sale Listing Office Park Yard GL / DH Rail Amp- Whse Fire industrial # Rate SF Type Price Size SF Size SF Ratio Stor Doors Doors erage Height Sprk 97629 Nona $374.19 SF 2,619 648 4:1 Yes 6 / No No To Suit 16' No $980,000 2050 Charlie St City: Costa Mesa T.B.G.: 888 -J3 Mos. on Market: 1 Cross Streets: 19th St / Harbor Blvd Grubb & Ellis (949) 608 -2000 Dave Kluver Nick Carey Free Standing Building Fenced Yard Area Automotive / CUP In -Place Ground Level Truck Door Verify Power Near 55 Freeway Access When Available: In Escrow How to Show: Call To Show Ref Rental Lease Sale Listing Office Park Yard GL /DH Rail Amp- Whse Fire Industrial # Rate SF Type Price Size SF Size SF Ratio Stor Doors Doors erage Height Sprk 97603 None $354.17 SF 4,800 4,000 6:1 Yes 2/No No , 100 12' No $1,700,000 7. No Photo Available 2121 Placentia Av City: Costa Mesa T.B.G.: 888 -H2 Mos. on Market: 1 Cross Streets: Placentia Av / Victoria St Nathan Howard Group (949) 476 -9882 Free Standina Buildin Large Fenced Yard Area On 20,000 Sq Ft Lot Ground Level Truck Door 12' Clearance Height Good 55 Freeway Access Denny Pender When Available: Now How to Show: Call To Show Ref Rental Lease Sale Listing Office Park Yard GL / DH Rail Amp- Whse Fire industrial # Rate SF Type Price Size SF Size SF Ratio Stor Doors Doors erage Height Sprk 97457 None T.B.D. 5,880 To Suit 3:1 Yes Yes / No No To Suit 18' Yes 8. 729 Farad St City: Costa Mesa T.B.G.: 888-H4 Mos. on Market: 1 Cross Streets: Superior / Pomona Lee & Associates (949) 724 -1000 POL 12,280 Sq Ft Building Large Yard Area 6,400sf Leased / 5,880sf Avail Buyer May Occupy 5,880sf Exlnt West Side Costa Mesa Near 55 Freeway Access v mss_ Sean Ahem When Available: Now How to Show: Call To Show Rat Rental Lease Sale Listing Office Park Yard GL / DH Rail Amp- Whse Fire Industrial # Rate SF Type Price Size SF Size SF Ratio Stor Doors Doors erage Height Sprk 94564 None $198.97 SF 9,298 2,827 2:1 Yes 6/No No 400 13' No $1,850,000 9. 1974 Cherie St City: Costa Mesa T.B.G.: 888-J3 Mos. on Market: 4 Cross Streets: Harbor Blvd / 19th St Marcus & Millichap (949) 851 -3030 Kevin McNeil Michael Lawrence Free Standina Buildin Owner / User Opportunity 100% Vacant At Close Of Escrow Lg Fenced Yard/Flexible Zoned Renovated In 2001 Good 55 Freeway Access When Available: In Escrow How to Show: Call To Show Ref Rental Lease Sale Listing office Park Yard GL / DH Rail Amp- Whse Fire Industrial # Rate SF Type Price Size SF Size SF Ratio Stor Doors Doors erage Height Spit 97455 None $240.00 SF 12,280 6,400 3:1 Yes 2 / No No 400 18' Yes $2,947,200 10. 729 Farad St City: Costa Mesa T.B.G.: 888-H4 Mos. an Market: 1 Cross Streets: Superior / Pomona Lee & Associates (949) 724 -1000 Sean Ahem Free Standino Buildin Large Yard Area 6,400sf Leased / 5,880sf Avail Buyer May Occupy 5,880sf Exlnt West Side Costa Mesa Near 55 Freeway Access When Available: Now How to Show: Call To Show ltm i fi r ation was fur"hed horn swaces we deem rehehle; lmacver, we de rmt gr,etareee Its scounmy" 93SU >e no rmisty. Available Listings Oo r" rely on eny of me kd=k m OOntWnad herein withMA ve*roIt ymrsell vhth the lisdrg broker or ovTer. Copyrigts ®2003, November 29, 2005 834 THE SMITH GUIDE -, see Disdakner / Propdetary Riglna Notice on Login Screen. By: Daryel Carts Page 2 WEST COSTA MESA PROPERTIES Ref Rental Lease Sale Listing Office Park Yard GL / DH Rail Amp- Whse Fire Industrial # Rate SF Type Price Size SF Size SF Ratio Stor Doors Doors arage Height Sprk 96604 None $304.50 SF 2,000 800 2:1 No 1 / No No 100 18' No $609,000 Mesa Business Center 711 W 17th St, Unit E -9 City: Costa Mesa T.B.G.: 888 -H4 Mos. on Market: 2 Cross Streets: 17th St / Newport Blvd Industrial Condominium Mesa Business Center 600 Sq Ft Bonus Mezzanine 2 Offices Reception Area / Shower Good 55 Freeway Access 2. Mesa Business Center 711 W 17th St, Unit E -7 City: Costa Mesa T.B.G.: 888-H4 Mos. on Market: 2 Cross Streets: 17th St / Newport Blvd Industrial Condominium Mesa Business Center 600 Sq Ft Bonus Mezzanine 4 Offices / Reception Area 2 Showers Good 55 Freeway Access I & Associates (714) 540 -1400 Curtis & Associates (714) 540 -1400 Curtis & Associates (714) 540 -1400 OURCurtis I G When Available: Now Don Gregg When Available: Now Ref Rental Lease Sale Listing Office Park Yard GL / DH Andy Gregg How to Show: Call To Show Ref Rental Lease Sale Listing Office Park Yard GL / DH Rail Amp- Whse Fire Industrial # Rate SF Type Price Size SF Size SF Ratio Stor Doors Doors erage Height Sprk 96605 None $312.50 SF 2,000 1,000 2:1 No 1 /No No 100 18' No $625,000 Doors erage Height Sprk 96603 $1.43 SF Gross 2. Mesa Business Center 711 W 17th St, Unit E -7 City: Costa Mesa T.B.G.: 888-H4 Mos. on Market: 2 Cross Streets: 17th St / Newport Blvd Industrial Condominium Mesa Business Center 600 Sq Ft Bonus Mezzanine 4 Offices / Reception Area 2 Showers Good 55 Freeway Access 3. Mesa Business Center 711 W 17th St, Unit A-6 City: Costa Mesa T.B.G.: 888-H4 Mos. on Market: 2 Cross Streets: 17th St / Newport Blvd Industrial Condominium Mesa Business Center Will Consider Seller Financing Ground Level Truck Door Street Frontage Good 55 Freeway Access I & Associates (714) 540 -1400 Curtis & Associates (714) 540 -1400 OURCurtis I Don Gregg When Available: Now Andy Gregg How to Show: Call To Show Ref Rental Lease Sale Listing Office Park Yard GL / DH Rail Amp- Whse Fire Industrial # Rate SF Type Price Size SF Size SF Ratio Stor Doors Doors erage Height Sprk 96606 None $325.00 SF 2,000 1,200 2:1 No 11 No No 100 18' No $650,000 Sale 3. Mesa Business Center 711 W 17th St, Unit A-6 City: Costa Mesa T.B.G.: 888-H4 Mos. on Market: 2 Cross Streets: 17th St / Newport Blvd Industrial Condominium Mesa Business Center Will Consider Seller Financing Ground Level Truck Door Street Frontage Good 55 Freeway Access Mesa Business Center 711 W 17th St, Unit F -2 City: Costa Mesa T.B.G.: 888 -H4 Mos. on Market: 2 Cross Streets: 17th St / Newport Blvd Industrial Condominium Mesa Business Center 600 Sq Ft Mezzanine / Loft Many Upgrades / Shower Ground Level Truck Door Good 55 Freeway Access OEM= Curtis & Associates (714) 540 -1400 Don Gregg When Available: Now Andy Gregg How to Show: Call To Show Ref Rental Lease Sale Listing Parking Retail Space # Rate SF Type Price Size SF Floor # Unit # Ratio Status Sublease 90146 Norio T.B.D. 2,500 Building 4:1 Occupied No Term: 5. I�Y11'.11Yn�V1Ar� t t -1 q_ �'r 2314 Newport Blvd City: Costa Mesa T.B.G.: 889-B1 Mos. on Market: 7 Cross Streets: Newport Blvd I Santa Isabel Av Curtis & Associates (714) 540 -1400 Don Gregg John Fairbanks Planned Buildin Flexible Uses/Loft/Storage Poss 10'x10' GL Truck Dr /Fwy Sign 3 Mile Population = Verify Avg Household Income = Verify Per Listing Agent Industrial Possible When Available: Completion 1st Qtr-06 How to Show: Call To Show The information was h—.h d 8ntn eowces we deem I -IiMe; however, we do not guarantee im e=Macy &W avatane no 46lhty. Available Listings co= oyon "of ft + omatiaaco„ taineanwn Mu>aavanryiagny"aarwthM1 AgbmMrarowaar.copyn&02w3, November 29, 2005 834 THE SMITH GUIDE -. See Dladshoof 1 Pmfsietary Rights NWW on Login S teen By. Daniel Cwft Page 1 I � Curtis & Associates (714) 540 -1400 � Don Gregg When Available: Now Andy Gregg How to Show: Call To Show Ref Rental Lease # Sale Listing Office Park Yard GL / DH Rail Amp- Whse Fire Industrial Rate SF Type Price Size SF Size SF Ratio Stor Doors Doors erage Height Sprk 96603 $1.43 SF Gross $317.50 SF 2,000 1,000 2:1 No 1 / No No 100 18' No $2,860 $635,000 Mesa Business Center 711 W 17th St, Unit F -2 City: Costa Mesa T.B.G.: 888 -H4 Mos. on Market: 2 Cross Streets: 17th St / Newport Blvd Industrial Condominium Mesa Business Center 600 Sq Ft Mezzanine / Loft Many Upgrades / Shower Ground Level Truck Door Good 55 Freeway Access OEM= Curtis & Associates (714) 540 -1400 Don Gregg When Available: Now Andy Gregg How to Show: Call To Show Ref Rental Lease Sale Listing Parking Retail Space # Rate SF Type Price Size SF Floor # Unit # Ratio Status Sublease 90146 Norio T.B.D. 2,500 Building 4:1 Occupied No Term: 5. I�Y11'.11Yn�V1Ar� t t -1 q_ �'r 2314 Newport Blvd City: Costa Mesa T.B.G.: 889-B1 Mos. on Market: 7 Cross Streets: Newport Blvd I Santa Isabel Av Curtis & Associates (714) 540 -1400 Don Gregg John Fairbanks Planned Buildin Flexible Uses/Loft/Storage Poss 10'x10' GL Truck Dr /Fwy Sign 3 Mile Population = Verify Avg Household Income = Verify Per Listing Agent Industrial Possible When Available: Completion 1st Qtr-06 How to Show: Call To Show The information was h—.h d 8ntn eowces we deem I -IiMe; however, we do not guarantee im e=Macy &W avatane no 46lhty. Available Listings co= oyon "of ft + omatiaaco„ taineanwn Mu>aavanryiagny"aarwthM1 AgbmMrarowaar.copyn&02w3, November 29, 2005 834 THE SMITH GUIDE -. See Dladshoof 1 Pmfsietary Rights NWW on Login S teen By. Daniel Cwft Page 1 2050 Charle Street, Costa Mesa; CA 92627 Contingency Time Line Para. Event Action Responsible Party Date of Agreement Opening of Escrow Date of Agreement, Upon receipt by escrow holder of fully ( "OOE ") executed Agreement and any supplemental instructions. Agreement & Counter fully executed Deposit $20,000.00 Payable to First American Title Company, Escrow Buyer De artment to be delivered w/fally executed offer 5. Financing 45 Day contingency 9. Contingencies to Closing 9.1 a Disclosure Seller's Mandatory Disclosure Report Ordered by Seller, copies distributed by escrow for Buyer's acknowledgment Property Information Sheet ( "PIS ") — prepared by Seller, delivered to Buyer w /in 10 days from opening escrow 9.1 b I Physical Inspection 10 days from receipt of PIS Buver to schedule inspections 9.1 c Hazardous Substance 30 days from receipt of PIS Buyer 9.1 d Soil Inspection 30 days from Date of Buyer 9.1 e Governmental 30 days from Date of Agreement— Buyer satisfy itself with Buyer Approvals zoning, planning, fire, etc. 9.1 f Conditions of Title Preliminary title report to be delivered to Buyer w /10 days Seller through escrow from date of Agreement Buyer has 10 days from receipt of title report to satisfy itself Buyer with conditions of title 9.1 g Survey 30 days from receipt of title report If necessary, to be ordered by Buyer at its expense 9.1 h Existing Leases 10 days from date of Agreement Seller 10 days from receipt of lease to satisfy itself with regard to Buyer leases 9.1 ' Financing 45 days from date of Agreement 2050 Charle Street, Costa Mesa, CA 92627 Contingency Time Line 9.1 k Existing Notes Provided by Seller w /in 10 days of date of agreement Seller 9.11 Personal Pro erty List provided w /in 10 days of date of agreement Seller 9.1 m Destruction, Damage or Loss Seller to notify Buyer if there is any loss or destruction of any amount. Seller 9.1 n Material Change 10 days from notice of material change to satisfy itself with regard to the "Material Change" Seller — Notification Buyer - respond 9.1 o Seller Performance Deliver of all docs as necessary Seller 9.1 p I Warranties None — sold "as -is' subject to inspections 9.1 q Brokerage Fee Payment at close 9.3 Disapproved Item - Seller shall have 10 days from receipt to respond. Buyer shall have 10 days from receipt of Seller's response to respond. 10.1 Updated Title report 5 days prior to close, escrow will order an updated report Escrow to be approved by Buyer 10.2 Seller's Documents Grant Deed, Affidavit of California resident Seller 10.3 Buyer's Documents Cash portion of purchase, duly executed authorization for entity to buy, Buyer 21 Liquidated Damages $20,000 if buyer breaches contract after satisfaction or waiver of all contingencies. Buyer Close of escrow 60 days from Date of Agreement Notes: Mr)f STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non- Residential) American Industrial Real Estate Association November 29, 2005 1. Buyer (Date for Reference Purposes) 1.1 Costa Mesa Sanitary District hereby offers to purchase the real property, hereinafter described, from the owner thereof Seller ( "Buyer ") individually, a "Party "), through an escrow ( "Escrow" to close on ("Seller") (collectively, the "Parties" or ( "Expected Closing Date ")lobe held by First American Title PCompany Y_ from Date of Areemen, address is 1.::First American Wa , Santa Ana, CA ( "Escrow Holder") whose Maricel Borras ,Phone No.714- 800 -4732 _ Facsimile No. upon the terms and conditions set forth in this agreement ( "Agreement "). Buyer shall have the right to assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of Buyer's obligations herein unless Seller expressly releases Buyer. 1.2 The term "Date of Agreement" as used herein shall be the date when by execution and delivery defined in 20.2) of this document or a subsequent counteroffer thereto, Buyer and Seller have reached agreement in wri ngawhereby Seller paragraph to sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties. 2. Property 2.1 The real property ( "Property ") that Is the subject of this offer consists f i s a brief ph ical descri lion) .. a freestandin building of approximately ��f� sq. iy on pa -- �~rr --- scr. ft. fenced lot. is located in the City of C o s t a mesa County of n r a n cre State of ,is commonly known by the street address of -.-..2Q50 ICh a r 1 e C Street n i a ' legally described as: n escrow and is (APN:422- 091 -15 ), 2.2 If the legal description of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal description shall be completed or corrected to meet the requirements of First American Title Company ( "Title Company "), which shall issue the title policy hereinafter described. 2.3 The Property includes, at no additional cost to Buyer, the permanent improvements thereon, including those items which pursuant to applicable law are a part of the Property, as well as the following items, if any, owned by Seller and at present located on the Property: electrical distribution systems (power panel, buss ducting, conduits, disconnects, lighting fixtures); telephone distribution systems (lines, jacks and connections only); space heaters; heating, ventilating, air conditioning equipment ( "HVAC "); air lines; fire sprinkler systems; security and fire detection systems; carpets; window coverings; wall coverings; and 2.4 The fire sprinkler monitor: p is owned by Seller and included in the Purchase Price, or (collectively, , [he by Buyer s"). will need to negotiate a new lease with the fire monitoring company. 2.5 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and furnishings, and, all of which shall be removed by Seller prior to Closing. 3. Purchase Price 3.1 The purchase price ( "Purchase Price ") to be paid by Buyer to Seller for the Property shall be $ d R n, n n n n n , payable as follows: (a) Cash down payment, including the Deposit as defined in paragraph 4.3 (or if an all cash transaction, the Purchase Price): (St f n e not applicable) (b) Amount of "New Loan" as defined in paragraph 5. 1, if any: (Strike if not applicable) - - -.- o I ( "Existing Deed(s) of Trust ") securing the existing promissory notes) ( "Existing Note (t) An Exi I Note ( "First Note ") with an unpaid principal balance as of the Closing of approximatel . Said First Note is able at including interest at the ra f _ balance is due on (ii) An Existing Note (' Second Note ") the Closing of approximalely: Said Second Note is payable at including interest at the rate of _ balance is due on per month, % per annum until paid (and/or the entire unpaid unpaid principal balance as of % per annum _._ per month, (and/or the entire unpaid Buyer shall give Seller a deed of trust ( "Purchase Money Deed of Trust ") o to secure the promissory note of Buyer to Seller described in Paragraph 6 ( Purchase ney Plate") ;ii IMe- ernednt of $..245,000. $..735,000. $ Total Purchase Price: $_ aRn nnn 3.2 If Buyer is taking title to the Property subject to, or assuming, an Existing Deed of Trust and such deed of trust permit s the beneficiary to demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as a condition to the transfer of the Property, Buyer agrees to pay such fees up to a maximum of 1.5% of the unpaid principal balance of the applicable Existing Note. Initials © 2000- American Industrial Real Estate Association PAGE 1 Initials FORM OFA- 4.8/00 4. Deposits 4.1 ❑ Buyer has delivered to Broker a check in the sum of $ , payable to Escrow Holder, to be held by Broker until both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or M Buyer shall deliver to Escrow Holder a check in the sum of $ 20,008-00 when both Parties have executed this Agreement and the executed Agreement has been delivered to Escrow Holder. When cashed, the check shall be deposited into the Escrow's trust account to be applied toward the Purchase Price of the Property at the Closing. Should Buyer and Seller not enter into an agreement for purchase and sale, Buyer's check or funds shall, upon request by Buyer, be promptly returned to Buyer. 4.2 Additional deposits: (a) Within 5 business days after the Date of Agreement, Buyer shall deposit with Escrow Holder the additional sum of $ N/A to be applied to the Purchase Price at the Closing. (b) Within 5 business days after the contingencies discussed in paragraph 9.1 (a) through (k) are approved or waived, Buyer shall deposit with Escrow Holder the additional sum of $ N/A to be applied to the Purchase Price at the Closing. 4.3 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collectively the "Deposit "), in a State or Federally chartered bank in an interest - bearing account whose term is appropriate and consistent with the timing requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer's Federal Tax Identification Number is NOTE: Such interest bearing account cannot be opened until Buyers Federal Tax Identification number is provided. 5. Financing Contingency. (Strike if not applicable) 5.1 This offer is contingent upon Buyer obtaining from an insurance company, financial institution or other lender, a commitment to lend to Buyer a sum equal to at least 7 5 % of the Purchase Price, at terms reasonably acceptable to Buyer. Such loan ( "New Loan ") shall be secured by a first deed of trust or mortgage on the Property. If this Agreement provides for Seller to carry back junior financing, then Seller shall have the right to approve the terms of the New Loan. Seller shall have 7 days from receipt of the commitment setting forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If Seller fails to notify Escrow Holder, in writing, of the disapproval within said 7 days, it shall be conclusively presumed that Seller has approved the terms of the New Loan. 5.2 Buyer hereby agrees to diligently pursue obtaining the New Loan. If Buyer shall fail to notify its Broker, Escrow Holder and Seller, In writing within 45 days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan contingency. 5.3 If, after due diligence, Buyer shall notify its Broker, Escrow Holder and Seller, in writing, within the time specified in paragraph 5.2 hereof, that Buyer has not obtained said New Loan, this Agreement shall be terminated, and Buyer shall be entitled to the prompt return of the Deposit, plus any interest earned thereon, less only Escrow Holder and Title Company cancellation fees and costs, which Buyer shall pay. The Purchase Money Note shall provide for interest on unpaid principal at the rate of % per annum, with principal and interest PadysQ4e as follows: i ne Nurchase Money Note and Purchase MbmW Deed of Trust shall be on the current forms commonly used by Escrow Holder, and be junior and subordinate only to the Existing Note(sPandkrthe New Loan expressly called for by this Agreement. 6.2 The Purchase Money Note and/or the Purcha oney Deed of Trust shall contain provisions regarding the following (see also paragraph 10.3(b)): (a) Prepayment. Principal may be prepaid in whole or i t at any time without penalty, at the option of the Buyer. (b) Late Charge. A late charge of 6% shall be payable with r ct to any payment of principal, interest, or other charges, not made within 10 days after it is due. (c) , Due On Sale. In the event the Buyer sells or transfers title to the Property ny portion thereof, then the Seller may, at Seller's option, require the entire unpaid balance of said Note to be paid in full. 6.3 If the Purchase Money Deed of Trust is to be subordinate to other financing, Escrow Holder �deest expense prepare and record on Seller's behalf a request for notice of default and/or sale with regard to each mortgagto which it will be subordinate. .,,r" ULTIMATELY DEFAULTS ON THE LOAN, SELLER'S SOLE REMEDY IS TO FORECLOSE ON THE PROPERTY. 7. Real Estate Brokers 7.1 The following real estate broker(s) ( "Brokers ") and brokerage relationships exist in this transaction and are consented to by the parties (check the applicable boxes): n Grubb & Ellis represents Seller exclusively ( "Seller's Broker ") X1 Curtis & Aaqpr_Jafes represents Buyer exclusively ( "Buyer's Broker "); or E represents both Seller and Buyer ( "Dual Agency "). The Parties acknowledge that Brokers are the procuring cause of this Agreement. See paragraph 24 regarding the nature of a real estate agency relationship. Buyer shall use the services of Buyer's Broker exclusively in connection with any and all negotiations and offers with respect to the Property for a period of 1 year from the Date of Agreement. 7.2 Buyer and Seller each represent and warrant to the other that he /she /it has had no dealings with any person, firm, broker or finder in connection with the negotiation of this Agreement and/or the consummation of the purchase and sale contemplated herein, other than the Brokers named in paragraph 7.1, and no broker or other person, firm or entity, other than said Brokers is/are entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any broker, finder or other similar party, other than said named Brokers by reason of any dealings or act of the indemnifying Party. B. Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counteroffers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of -the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions. 8.2 As soon as practical after the receipt of this Agreement and any relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained. 8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the community, in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail. Initials PAGE 2 Initials 0 2000 - American Industrial Real Estate Association FORM OFA 4 8/00 8.4 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow (the "Closing ") by recording a general warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement. 8.5 Buyer and Seller shall each pay one -half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance. 8.6 Escrow Holder shall verify that all of Buyer's contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the Parties only and are not instructions to Escrow Holder. 8.7 If this transaction is terminated for non - satisfaction and non - waiver of a Buyer's Contingency, as defined in paragraph 9.2, then neither of the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be promptly refunded all funds deposited by Buyer with Escrow Holder, less only Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation. 8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that, unless the Closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions. 8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements,. covenants or warranties contained therein. 8.10 If this Escrow is terminated for any reason other than Seller's breach or default, then at Seller's request, and as a condition to the return of Buyer's deposit, Buyer shall within 5 days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall not be required to deliver any such report if the written contract which Buyer entered into with the consultant who prepared such report specifically forbids the dissemination of the report to others. 9. Contingencies to Closing 9:1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILSTO NOTIFY ESCROW HOLDER, IN WRITING, OFTHE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THETIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the Seller within the time specified therefor by the Buyer in such conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly provide all parties with copies of any written disapproval or conditional approval which it receives. With regard to sub - paragraphs (a) through (1) the pre - printed time periods shall control unless a different number of days is inserted in the space provided. (a) Disclosure. Seller shall make to Buyer, through escrow, all of the applicable disclosures required by law (See American Industrial Real Estate Association ( "AIR ") standard form entitled "Seller's Mandatory Disclosure Statement ") and provide Buyer with a completed Property Information Sheet ( "Property Information Sheet ") concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 or days following the Date of Agreement. Buyer has 10 days from the receipt of said disclosures to approve or disapprove the matters disclosed. (b) Physical Inspection. Buyer has 10 or days from the receipt of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard to the physical aspects and size of the Property. (c) Hazardous Substance Conditions Report. Buyer has 30 or days from the receipt of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance Conditions Report concerning the Property and relevant adjoining properties. Any such report shall be paid for by Buyer. A "Hazardous Substance" for purposes of this Agreement is defined as any substance'whbse nature and/or quantity of existence, use, manufacture, disposal or effect, render it subject to Federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare. A "Hazardous Substance Condition" for purposes of this Agreement is defined as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require remediation and/or removal under applicable Federal, state or local law. (d) Soil Inspection. Buyer has 30 or days from the receipt'of the Property Information Sheet or the Date of Agreement, whichever is later, to satisfy itself with regard to the condition of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may have within 10 days of the Date of Agreement. (e) Governmental Approvals. Buyer has 30 or days from the Date of Agreement to satisfy itself with regard to approvals and permits from governmental agencies or departments which have or may have jurisdiction over the Property and which Buyer deems necessary or desirable in connection with its intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety, fire, police, handicapped and Americans with Disabilities Act requirements, transportation and environmental matters. (f) Conditions of Title. Escrow Holder shall cause a current commitment for title insurance ( "Title Commitment ") concerning the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment ( "Underlying Documents ") to be delivered to Buyer within 10 or days following the Date of Agreement. Buyer has 10 days from the receipt of the Title Commitment and Underlying Documents to satisfy itself with regard to the condition of title. The disapproval of Buyer of any monetary encumbrance, which by the terms of this Agreement is not to remain against the Property after the Closing, shall not be considered a failure of this contingency, as Seller shall have the obligation, at Seller's expense, to satisfy and remove such disapproved monetary.encumbrance at or before the Closing. (g) Survey. Buyer has 30 or days from the receipt of the Title Commitment and Underlying Documents to satisfy itself with regard to any ALTA title supplement based upon a survey prepared to American Land Title Association ( "ALTA ") standards for an owner's policy by a licensed surveyor, showing the legal description and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyer's direction and expense. If Buyer has obtained a survey and approved the ALTA title supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage owner's form of title policy, in which event Buyer shall pay any additional premium attributable thereto. (h) Existing Leases and Tenancy Statements. Seller shall within 10 or days of the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases, subleases or rental arrangements (collectively "Existing Leases ") affecting the Property, and with a tenancy statement ( "Estoppel Certificate ") in the latest form or equivalent to that published by the AIR, executed by Seller and/or each tenant and subtenant of the Property. Seller shall use its best efforts to have each tenant complete and execute an Estoppel Certificate. If any tenant fails or refuses to provide an Estoppel Certificate then Seller shall complete and execute an Estoppel Certificate for that tenancy. Buyer has 10 days from the receipt of said Existing Leases and Estoppel Certificates to satisfy itself with regard to the Existing Leases and any other tenancy issues. Initials PAGE 3 Initials © 2000 - American Industrial Real Estate Association FORM OFA -4 -8/00 (1) Other Agreements. Seller shall within 10 or days of the Date of Agreement provide Buyer with legible copies of all other agreements ( "Other Agreements ") known to Seller that will affect the Property after Closing. Buyer has 10 days from the receipt of said Other Agreements to satisfy itself with regard to such Agreements. (j) Financing. If paragraph 5 hereof dealing with a financing contingency has not been stricken, the satisfaction or waiver of such New Loan contingency. (k) Existing Notes. If paragraph 3.1(c) has not been stricken, Seller shall within 10 or days of the Date of Agreement provide Buyer with legible copies of the Existing Notes, Existing Deeds of Trust and related agreements (collectively "Loan Documents ") to which the Property will remain subject after the Closing. Escrow Holder shall promptly request from the holders of the Existing Notes a beneficiary statement ( "Beneficiary Statement ") confirming: (1) the amount of the unpaid principal balance, the current interest rate, and the date to which interest is paid, and (2) the nature and amount of any impounds held by the beneficiary in connection with such loan. Buyer has 10 or days from the receipt of the Loan Documents and Beneficiary Statements to satisfy itself with regard to such financing. Buyer's obligation to close is conditioned upon Buyer being able to purchase the Property without acceleration or change in the terms of any Existing Notes or charges to Buyer except as otherwise provided in this Agreement or approved by Buyer, provided, however, Buyer shall pay the transfer fee referred to in paragraph 3.2 hereof. (1) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has 10 or days from the Date of Agreement to satisfy itself with regard to the title condition of the such personal property. Seller recommends that Buyer obtain a UCC -1 report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances affecting such personal property that it is aware of within 10 or days of the Date of Agreement. (m) Destruction, Damage or Loss. There shall not have occurred prior to the Closing, a destruction of, or damage or loss to, the Property or any portion thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the option, within 10 days after receipt of written notice of a loss costing more than $10,000.00 to repair or cure, to either terminate this transaction or to purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this transaction, Buyer shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing, Escrow Holder shall assume no such destruction, damage or loss has occurred prior to Closing. (n) Material Change. Buyer shall have 10 days following receipt of written notice of a Material Change within which to satisfy itself with regard to such change. "Material Change" shall mean a change in the status of the use, occupancy, tenants, or condition of the Property that occurs after the date of this offer and prior to the Closing. Unless otherwise notified in writing, Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (o) Seller Performance. The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement. (p) Warranties. That each representation and warranty of Seller herein be true and correct as of the Closing. Escrow Holder shall assume that this condition has been satisfied unless notified to the contrary in writing by any Parry prior to the Closing. (q) Brokerage Fee. Payment at the Closing of such brokerage fee as is specified in this Agreement or later written instructions to Escrow Holder executed. by Seller and Brokers ( "Brokerage Fee "). It is agreed by the Parties and Escrow Holder that Brokers are a third party beneficiary of this Agreement insofar as the Brokerage Fee is concerned, and that no change shall be made with respect to the payment of the Brokerage Fee specified in this Agreement, without the written consent of Brokers. 9.2 All of the contingencies specified in sub - paragraphs (a) through (p) of paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be elsewhere herein referred to as "Buyer Contingencies:' 9.3 If any Buyer's Contingency or any other matter subject to Buyer's approval is disapproved as provided for herein in a timely manner ( "Disapproved Item "), Seller shall have the right within 10 days following the receipt of notice of Buyer's disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ( "Seller's Election "). Seller's failure to give to Buyer within such period, written notice of Seller's commitment to cure such Disapproved Item on or before the Expected Closing Date shall be conclusively presumed to be Seller's Election not to cure such Disapproved Item. If Seller elects, either by written notice or failure to give written notice, not to cgre a Disapproved Item, Buyer shall have the election, within 10 days after Seller's Election to either accept title to the Property subject to such Disapproved Item, or to terminate this transaction. Buyer's failure to notify Seller in writing of Buyer's election to accept title to the Property subject to the Disapproved Item without deduction or offset shall constitute Buyer's election to terminate this transaction. Unless expressly provided otherwise herein, Seller's right to cure shall not apply to the remediation of Hazardous Substance Conditions or to the Financing Contingency. Unless the Parties mutually instruct otherwise, if the time periods for the satisfaction of contingencies or for Seller's and Buyer's said Elections would expire on a date after the Expected Closing Date, the Expected Closing Date shall be deemed extended for 3 business days following the expiration of: (a) the applicable contingency period(s), (b) the period within which the Seller may elect to cure the Disapproved Item, or (c) if Seller elects not to cure, the period within which Buyer may elect to proceed with this transaction, whichever is later. 9.4 Buyer understands and agrees that until such time as all Buyer's Contingencies have been satisfied or waived, Seller and/or its agents may solicit, entertain and/or accept back -up offers to purchase the Property. 9.5 The Parties acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remediation of Hazardous Substances. The determination of the existence of a Hazardous Substance Condition and the evaluation of the impact of such a condition are highly technical and beyond the expertise of Brokers. The Parties acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining properties, and Buyer and Seller are not relying upon any investigation by or statement of Brokers with respect thereto. The Parties hereby assume all responsibility for the impact of such Hazardous Substances upon their respective interests herein. 10. Documents Required at or before Closing: 10.1 Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the Parties. 10.2 Seller shall deliver to Escrow Holder In time for delivery to Buyer at the Closing: (a) Grant or general warranty deed, duly executed and In recordable form, conveying fee title to the Property to Buyer. (b) If applicable, the Beneficiary Statements concerning Existing Note(s). (c) If applicable, the Existing Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of Existing Leases shall be on the most recent Assignment and Assumption of Lessor's Interest in Lease form published by the AIR or its equivalent. (d) If applicable, Estoppel Certificates executed by Seller and/or the tenant(s) of the Property. (e) An affidavit executed by Seiler to the effect that Seller is not a "foreign person" within the meaning of Internal Revenue Code Section 1445 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers. (f) If the Property is located in California, an affidavit executed by Seller to the effect that Seller is not a "nonresident" within the meaning of California Revenue and Tax Code Section 18662 or successor statutes. If Seller does not provide such affidavit in form reasonably satisfactory to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at.the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute. (g) If applicable, a bill of sale, duly executed, conveying title to any included personal property to Buyer. Initials PAGE 4 Initials 0 2000- American Industrial Real Estate Association FORM OFA4-8/00 (h) If the Seller is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the sale of the Property. 10.3 Buyer shall deliver to Seller through escrow: (a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder as immediately collectable funds, no later than 2:00 P.M. on the business day prior to the Expected Closing Date. (b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form, together with evidence of fire insurance on the improvements in the amount of the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of notice of the status of payment of real property taxes during the life of the Purchase Money Note. (c) The Assignment and Assumption of Lessor's Interest in Lease form specified in paragraph 10.2(c) above, duly executed by Buyer. (d) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing under any Other Agreements. (e) If applicable, a written assumption duly executed by Buyer of the loan documents with respect to Existing Notes. (f) If the Buyer is a corporation, a duly executed corporate resolution authorizing the execution of this Agreement and the purchase of the Property. 10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, if elected pursuant to 9.1(g)) owners form policy of title insurance effective as of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring title to the Property vested in Buyer, subject only to the exceptions approved by Buyer. In the event there is a Purchase Money Deed of Trust in this transaction, the policy of title insurance shall be a joint protection policy insuring both Buyer and Seller. IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 11. Prorations and Adjustments. 11.1 Taxes. Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based upon the latest tax bill available. The Parties agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any such supplemental bill. 11.2 Insurance. WARNING: Any insurance which Seller maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property. 11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as of the date of Closing. The Parties agree to promptly adjust between themselves outside of Escrow any rents received after the Closing. 11.4 Security Deposit. Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing. 11.5 Post Closing Matters. Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the Parties by appropriate cash payment outside of the Escrow when the amount due is determined. 11.6 Variations in Existing Note Balances. In the event that Buyer is purchasing the Property subject to an Existing Deed of Trust(s), and in the event that a Beneficiary Statement as to the applicable Existing Note(s) discloses that the unpaid principal balance of such Existing Note(s) at the closing will be more or less than the amount set forth in paragraph 3.1(c) hereof ( "Existing Note Variation ") then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such Existing Note Variation. If there is to be no Purchase Money Note, the cash required at the Closing per paragraph 3.1(a) shall be reduced or increased by the amount of such Existing Note Variation. 11.7 . Variations in New Loan Balance. In the event Buyer is obtaining a New Loan and the amount ultimately obtained exceeds the amount set forth in paragraph 5.1, then the amount of the Purchase Money Note, if any , shall be reduced by the amount of such excess. 12. Representation and Warranties of Seller and Disclaimers. 12.1 Seller's warranties and representations shall survive the Closing for a period of 3 years, and, are true, material and relied upon by Buyer and Brokers in all respects. Seller hereby makes the following warranties and representations to Buyer and Brokers: (a) Authority of Seller. Seller is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Sellers obligations hereunder. (b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in paragraph 9.1(m) hereof, Seller shall maintain the Property until the Closing in its present condition, ordinary wear and tear excepted. The HVAC, plumbing, elevators, loading doors and electrical systems shall be in good operating order and condition at the time of Closing. (c) Hazardous Substances/Storage Tanks. Seller has no knowledge, except as otherwise disclosed to Buyer in writing, of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank. (d) Compliance. Seller has no knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes or covenants, conditions or restrictions, or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company requiring any investigation, remediation, repair, maintenance or improvement be performed on the Property. (e) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any Existing Lease or Other Agreement, or create any new leases or other agreements affecting the Property, without Buyers written approval, which approval will not be unreasonably withheld. (f) Possessory Rights. Seller has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as disclosed by this Agreement or otherwise in writing to Buyer. (g) Mechanics'Liens. There are no unsatisfied mechanic's or materialman's lien rights concerning the Property. (h) Actions, Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator, court or tribunal that would affect the Property or the right to occupy or utilize same. (i) Notice of Changes. Seller will promptly notify Buyer and Brokers in writing of any Material Change (see paragraph 9.1(n)) affecting the Property that becomes known to Seller prior to the Closing. Q) No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding. (k) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or probate proceeding. (1) Personal Property. Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in the Purchase Price nor knowledge of any liens or encumbrances affecting such personal property, except as disclosed by this Agreement or otherwise in writing to Buyer. Initials PAGE 5 Initials 0 2000 - American Industrial Real Estate Association FORM OFA- 4 -8 /00 . 12.2 Buyer Hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its existing condition and will, by the time called for herein, make or have waived all inspections of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property. The Parties acknowledge that, except as otherwise stated in this Agreement, no representations, inducements, promises, agreements, assurances, oral or written, concerning. the Property, or any aspect of the occupational safety and health laws, Hazardous Substance laws, or any other act, ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto. 12.3 In the event that Buyer learns that a Seller representation or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an action or proceeding against Seller or Brokers regarding said representation or warranty. 12.4 Any environmental reports, soils reports, surveys, and other similar documents which were prepared by third party consultants and provided to Buyer by Seller or Seller's representatives, have been delivered as an accommodation to Buyer and without any representation or warranty as to the sufficiency, accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its own risk. Seller believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and investigate the Property. 13. Possession. Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Existing Leases. 14. Buyer's Entry. At any time during the Escrow period, Buyer, and its agents and representatives, shall have the right at reasonable times and subject to rights of tenants, to enter upon the Property for the purpose of making inspections and tests specified in this Agreement. No destructive testing shall be conducted, however, without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in writing by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work, including the recompaction or removal of any disrupted soil or material as Seller may reasonably direct. All such inspections and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabilities, losses, expenses (including reasonable attorney's fees), damages, including those for injury to person or property, arising out of or relating to any such work or materials or the acts or omissions of Buyer, its agents or employees in connection therewith. 15. Further Documents and Assurances. The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Closing as and when required by this Agreement. The Parties agree to provide all further information, and to execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company. 16. Attorneys' Fees. If any Party or Broker brings an action or proceeding (including arbitration) involving the Property whether founded in tort, contract or equity, or to. declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. 17. Prior Agreements /Amendments. 17.1 This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property. 17.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller. 18. Broker's Rights. 18.1 If this sale is not consummated due to the default of either the Buyer or Seller, the defaulting Party shall be liable to and shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated. If Buyer is the defaulting party, payment of said Brokerage Fee is in addition to any obligation with respect to liquidated or other damages. 18.2 Upon the Closing, Brokers are authorized to publicize the facts of this transaction. 19. Notices. 19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any notice, demand, request, approval, disapproval or other communication, each such communication shall be in writing and shall be delivered personally, by messenger or by mail, postage prepaid, to the address set forth in this Agreement or by facsimile transmission. 19.2 Service of any such communication shall be deemed made on the date of actual receipt if personally delivered. Any such communication sent by regular mail shall be deemed given 48 hours after the same is mailed. Communications sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours after delivery of the same to the Postal Service or courier. Communications transmitted by facsimile transmission shall be deemed delivered upon telephonic confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If such communication is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 19.3 Any Party or Broker hereto may from time to time,.by notice in writing, designate a different address to which, or a different person or additional persons to whom, all communications are thereafter to be made. 20. Duration of Offer. 20.1 If this offer is not accepted by Seller on or before 5:00 P.M. according to the time standard applicable to the city of Costa Mesa_ on the date of December 8, 2005 it shall be deemed automatically revoked. . 20.2 The acceptance of this offer, or of any subsequent counter offer hereto, that creates an agreement between the Parties as described in paragraph 1.2, shall be deemed made upon,delivery to the other Party or either Broker herein of a duly executed writing unconditionally accepting the last outstanding offeror counteroffer. 21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed by both parties.) THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $ 20, 000.00 . UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER. Buyer Initials Seller Initials Initials PAGE 6 Initials 0 2000 - American Industrial Real Estate Association FORM OFA-4 -8/00 22. ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is applicable only if initialed by both parties.) 22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED DAMAGES AND /OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION ( "COMMERCIAL RULES "). ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY SUCH CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE ARBITRATORS SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE - ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT. 22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND /OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND /OR SPECIFIC PERFORMANCE. 22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. 23. Miscellaneous. Buyer Initials Seller Initials 23.1 Binding Effect. This Agreement shall be binding on the Parties without regard to whether or not paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only if initialed by both Parties at the time that the Agreement is executed. 23.2 Applicable Law. This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the Property is located. 23.3 Time of Essence. Time is of the essence of this Agreement. 23.4 Counterparts. This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Escrow Holder, after verifying that the counterparts are identical except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement. 23.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 23.6 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 24. Disclosures Regarding The Nature of a Real Estate Agency Relationship. 24.1 The Parties and Brokers agree that their relationship(s) shall be governed by the principles set forth in the applicable sections of the California Civil Code, as summarized in paragraph 24.2. 24.2 When entering into a discussion with a real estate agent regarding a real estate transaction, a Buyer or Seller should, from the outset, understand what type of agency relationship or representation it has with the agent or agents in the transaction. Buyer and Seller acknowledge being advised by the Brokers in this transaction, as follows: (a) Seller's Agent. A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the following affirmative obligations: (1) To the Seller. • A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller. a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (b) Buyer's Agent. A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations. (1) To the Buyer. A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller. a. Diligent exercise of reasonable skills and care In performance of the agent's duties. b. A duly of honest and fair dealing and good faith. c. A duly to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (c) Agent Representing Both Seller and Buyer. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. (1) In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or the Buyer. b. Other duties to the Seller and the Buyer as stated above in their respective sections (a) or (b) of this paragraph 24.2. (2) In representing both Seller and Buyer, the agent may not, without the express permission of the respective Party, disclose to the other Party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered. (3) The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advise is desired, consult a competent professional. Initials PAGE 7 Initials © 2000 - American Industrial Real Estate Association FORM OFA -0 -8 /00 (d) Further Disclosures. Throughout this transaction Buyer and Seller may receive more than one disclosure, depending upon the number of agents assisting in the transaction. Buyer and Seller should each read its contents each time it is presented, considering the relationship between them and the real estate agent in this transaction and that disclosure. Brokers have no responsibility with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys' fees), of any Broker with respect to any breach of duty, error or omission relating to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. 24.3 Confidential Information: Buyer and Seller agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party to be confidential. 25. Construction of Agreement. In construing this Agreement, all headings and titles are for the convenience of the parties only and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days. This Agreement shall not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it. 26. Additional Provisions: Additional provisions of this offer, if any, are as follows or are attached hereto by an addendum consisting of paragraphs NbtV>>~ through . (If there are no.additional provisions write "NONE ".) ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED.USE. WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED. NOTE: 1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY. 2. IF THE BUYER IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS. The undersigned Buyer offers and agrees to buy the Property on the terms and conditions stated and acknowledges receipt of a copy hereof. BROKER: BUYER: Curtis & Associates Costa Mesa Sanitary District Attn: Donald,:. E.. Gre Title: Agent Address: _ 3187 —F Airway Avenue Costa Mesa, CA 92626 Telephone:( 714) 540 -1400 Facsimile:( 714 ) 540 -7411 Email: dongreggl@sbcglobal.net Federal ID No. By: Name Printed: Tom Fauth /Date: Title: Assistant Manager Telephone:( 949 ) By: Name Printed: Title: 645 -8400 ext. 222 /Date: Address: 628 W. 19th Street Costa Mesa, CA 92627, Telephone: ( Facsimile:( 714 ) 650-2253 Email: Federal ID No. 27. Acceptance. 27.1 Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and conditions therein specified. 27.2 Seller acknowledges that Brokers have been retained to locate a Buyer and are the procuring cause of the purchase and sale of the Property set forth in this Agreement. In consideration of real estate brokerage service rendered by Brokers, Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to s ix % of the Purchase Price divided in such shares as said Brokers shall direct in writing. This Agreement shall serve as an irrevocable instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing. 27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer. PAGE 8 © 2000 - American Industrial Real Estate Association FORM OFA -4 -8/00 NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT. BROKER: Grubb & Ellis Attn: David Kluver or Nick Carey Title: 949 - 6082055 949 - 608 -2064 Address: 4675 MacArthur Court, Ste. 1600 Newport Beach, CA 92660 Telephone:( 949 ) 608 -2000 Facsimile:( 949) 608 -2003 Email: Federal ID No. SELLER: By: /Date: Name Printed: John T. Lewis Title: Telephone: ( ) By: /Date: Name Printed: Marl K. Lewis Title: Address: 12562 Barrnett Lane Santa Ana, CA 92705 Telephone: ( j Facsimile: ( ) Email: Federal ID No. These forms are often modified to meet changing requirements of law and needs of the industry. Always write or call to make sure you are utilizing the most current form: American Industrial Real Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA 90017. (213) 687-8777.. ©Copyright 2000 -By American, Industrial Real Estate Association. All rights reserved. No part of these works may be reproduced In any form without permission in writing. Initials PAGE 9 Initials 0 2000 - American Industrial Real Estate Association FORM OFA -4 -8100 4. AGREEMENT FOR COSTA MESA SANITARY DISTRICT WEB SITE MODIFICATIONS CONSULTANT SERVICES THIS AGREEMENT is made and effective as of November 30, 2005, between the Costa Mesa . Sanitary District, a sanitary district ( "District ") and Technology Resource Center, a California Corporation, ( "Consultant "). In consideration of the mutual covenants and conditions set forth herein, the parties agree.as follows: 1. TERM This Agreement shall commence on November 30, 2005, and shall remain and continue in effect until tasks described herein are completed, but in no event later than December 12, 2005, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform the tasks described and set forth in Exhibit A attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of his /her /its ability, experience, and talent perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services. as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. DISTRICT MANAGEMENT District's Assistant Manager shall represent District in all matters pertaining to the administration of this Agreement, review and approval of all products submitted by Consultant, but not including the authority to enlarge the Tasks to be Performed or change the compensation due to Consultant. The District Manager shall be authorized to act on District's behalf and to execute all necessary documents which enlarge the Tasks to be Performed or change Consultant's compensation, subject to Section 5 hereof. 5. PAYMENT (a) The District agrees to pay Consultant upon completion of tasks, District acceptance of effort and receipt of Consultant's invoice for this one month service. This amount shall not exceed Sixty -six Thousand Three Hundred Sixty -Six dollars and Sixty -Eight cents ($66.366.00) for the total term of. the Agreement unless additional payment is approved as provided in this Agreement. (b) Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the District Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by District Manager and Consultant at the time District's written authorization is given to Consultant for the performance of said services. The District Manager may approve additional work not to exceed the greater of fifteen - thousand dollars ($15,000:00) or two percent (2 %) of the total contract sum. Any additional work in excess of this amount shall be approved by the Board of Directors. (c) Consultant shall be paid. at the conclusion of the work and upon acceptance thereof by the District. Payment shall be made within 30 days thereafter. 6.: SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The District may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the _Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the District suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. . (b) In the event this Agreement is terminated pursuant to this Section, the District shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the District. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the District pursuant to Section 5. 7. DEFAULT OF CONSULTANT (a) The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, District shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. (b) If the District Manager or his /her delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he /she shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the District shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement 2 without further .notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 8. OWNERSHIP OF DOCUMENTS (a) Consultant shall maintain complete and accurate records with respect to entinq and maintaining the upgrades and process for District to host and remove additional downloads relating to emDlovment in the diaital "Administration Instructional Tutorial' manual, the CMSD Network Manual and other such information required by District that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of District or its designees at reasonable times to such books and records; shall give District the right to examine and audit said books and records; shall permit District to make he therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion, termination or suspension of this, Agreement all programming documentation and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the District and may be used, reused or otherwise disposed of by the District without the permission of the Consultant. With respect to computer files, Consultant shall make available to the District, at the Consultant's office and upon reasonable written request by the District, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 9. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless District and any and all of its officials, employees and agents ( "Indemnified Parties ") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. (b) Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless District, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, loses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs and expert witness fees), i where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. (c) General Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance .of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of District to monitor compliance with these requirements imposes no additional obligations on District and will in no way act as a waiver of any rights hereunder. This obligation .to indemnify and defend District as set forth here is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section. 10. INSURANCE Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B (certificate of insurance) attached to and part of this Agreement. 11. INDEPENDENT CONSULTANT (a) Consultant is and shall at all times remain as to the District a wholly independent Consultant. The personnel 'performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither District nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the District. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against District, or bind. District in any manner. (b) No employee benefits shall be.available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, District shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for District. District shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall indemnify, defend and hold District harmless from any claim by consultant's employees to seek benefits. 12. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed. of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times 4 observe and comply with all such laws and regulations. The District, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 13. UNDUE INFLUENCE Consultant. declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the Costa Mesa Sanitary District in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement or financial inducement. No officer or employee of the Costa Mesa Sanitary District will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the District to any and all remedies at law or in equity. 14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of District, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his /her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub - agreement, or the proceed thereof, for work to be performed in connection with the Project performed under this Agreement. 15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without District's prior written authorization. Consultant, its officers, employees, agents or subconsultants, shall not without written authorization from the District Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this.Agreement or relating to any project or property located within the District. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives District notice of such court order or subpoena. (b) Consultant shall promptly notify. District should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the District. District retains the right, but has no obligation,. to represent Consultant and /or be present at any deposition, .hearing, or similar proceeding. Consultant agrees to cooperate fully with District and to provide the opportunity to review any response to discovery requests provided by Consultant. However, District's right to review any such response does not imply or mean the right. by District to control, direct, or rewrite said response. 16. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service,. (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To District: Costa Mesa Sanitary District 628 West 19th St Costa Mesa, CA 92627 Attn: District Clerk To Consultant: Technology Resource Center 2101 E. 4 h Street Santa Ana, CA 92705 ATTN: Mark Serres 17. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the District. Because of the personal nature of the services to be rendered pursuant, to this Agreement, only Consultant, its officers, employees agents or subconsultants shall perform the services described in this Agreement. Consultant, its officers, employees, agents or subconsultants may use assistants, under its direct supervision, to perform some of the services under this Agreement. Consultant shall provide District fourteen (14) day's notice prior to the departure of Mark Serres from Consultant's employ. Should he /she leave Consultant's employ, the District shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. Upon termination of this agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the Board of Directors and the Consultant. 18. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 19. GOVERNING LAW The District and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior or federal district court with jurisdiction over the Costa Mesa Sanitary. District. 20. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 21. WORK SCHEDULED/ TIME OF COMPLETION Consultant agrees to complete all tasks by December 15, 2005 unless the District authorizes a mutually agreed upon extension to complete existing or added tasks as identified in Exhibit A. 22. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL Consultant is bound by the contents of Consultant's Proposal, Exhibit A hereto and incorporated herein by this reference. 23. AUTHORITY TO EXECUTE THIS AGREEMENT The person or - persons executing this Agreement on behalf of Consultant warrants and represents that he /she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. 24. INTERPRETATION In the event of conflict or inconsistency between this Agreement and any other document, including any proposal or Exhibit hereto, this Agreement shall control unless a contrary intent is clearly stated. i IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. APPROVED AS TO FORM: ALAN BURNS LEGAL COUNSEL COSTA MESA SANITARY DISTRICT IS CONTRACTOR Title: N President Secretary t- Mr. Tom Fauth 628 W 19th Street Costa Mesa Motorola SCADA System Upgrade Dear Tom, t Per our conversation, our goal is to move the existing Motorola SCADA system to your new location. Further, we need to move the system off of the existing 800MHz system and onto a standard data network. Please note that we will be moving both FIUs. However, we will only be using one FIU in the system. Subsystem or Component Function Location Corporate Yard Workstation Secondary WonderWare Corporate Yard graphical interface to the Maintenance Office Water/Wastewater RTUs Communication Center Primary WonderWare Costa Mesa Workstation graphical interface to the Communications Center Water/Wastewater RTUs Office . Field Interface Unit (FIU) Radio linkage and data Secondary FIU on the wall concentrator for RTUs of the Corporate Yard office; Primary FIU is mounted on an equipment rank in the radio equipment room of the communications center. Remote Telemetry Units Gather data and provide At each sanitary district lift (RTUs) data for the control room station. displays Figure 1: Current System Configuration The following are the files that TRC will need to modify: FIUs (Comm.Ctr address =1600, Corp.Yard address =3200, link ID's= RAD1O1) MDLC (MOSCAD) Configuration File - CMFIU.cfg Application File - CMFIU Flash File (Modbus) - MB2MPLC1.fls RTUs (dash number is the Rtu address, all link ID's = RAD1O1) RTU -12 Santa Ana Station Configuration File - CMRT12.cfg Application File - CMR12 RTU -13 Tustin Station Configuration File Application File RTU -14 23rd Street Station Configuration File Application File - CMRT13.cfg - CMR13 - CMRT14.cfg - CMR14 RTU -15 19th Street Station Configuration File - CMRT15.cfg Application File - CMR15 RTU -16 19th South Coast Plaza Station Configuration File - CMRT16.cfg Application File - CMR16 RTU -17 Elden Station Configuration File - CMRT17.cfg Application File - CMR17 RTU -18 Mendosa Station Configuration File - CMRT18.cfg Application File - CMR18 RTU -19 Victoria Station Configuration File - CMRT19.cfg Application File - CMR19 RTU -23 California Street Station Configuration File - CMRT23.cfg Application File - CMR23 RTU -24 Harbor Station Configuration File - CMRT24.cfg Application File - CMR24 RTU -.25 Iowa Station Configuration File - CMRT25.cfg Application File - CMR25 RTU -26 Canyon Station Configuration File - CMRT26.cfg Application File - CMR26 RTU -27 Gisler Station Configuration File - CMRT27.cfg Application File - CMRT27 RTU -28 Adams Station Configuration File - CMRT28.cfg Application File - CMR28 RTU -29 President Station Configuration File - CMRT29.cfg Application File - CMR29 RTU -35 West Bluff Station Configuration File - CMRT35.cfg Application File - CMR35 RTU -36 Sea Bluff Station Configuration File - CMRT36.cfg Application File - CMR36 RTU -37 Valley Station Configuration File - CMRT37.cfg Application File - CMR37 RTU -38 Corporate Yard Station Configuration File - CMRT38.cfg Application File - CMR38 RTU -39 21 st Street Station Configuration File - CMRT39.cfg Application File - CMR39 NOTE: Costa Mesa is currently operating on Version InTouch 7.1. This version in not compatible with XP Pro. In the future, the District will need to upgrade this application to the latest version should an issue exist with current workstations. This Scope of Supply will not affect in any way the existing operating systems or workstations. tEM110! =,I s ITEM QTY. MODEL 1 22 US39060M 2 22 DB832 -A 3 660 LDF4 -50A 4 44 L1NF 5 44 L4NM 6 88 Lot SUB TOTAL Ongoing Service Per Year 1 22 Lot Costa Mesa SCADA Hardware DESCRIPTION One Time Modification Moscad Modem Assembly ANTENNA 800 LDF LINE (30' ea.site) ANTENNA CONNECTORS (female) N -PLUG CONNECTOR (male) Installation Data Network Services $ 1,181.82 $ 26,000.00 $ 65.00 $ 1,430.00 $ 2.90 $ 1,914.00 $ 31.70 $ 1,394.80 $ 31.70 $ 1,394.80 $ 85.00 $ 7,480.00 $ 39,613.60 $ 369.23 $ 8,123.08 TOTAL $ 47,736.68 Engineering Task 1: Validate data network compatibility TRC will validate data network compatibility and testing for the proposed network. This will include modifying the existing configuration files and associated software for compatibility with the existing system Sub -Total Note: This work has already been completed and was necessary simply to develop this proposal. Task 2: Modify all existing configuration files and associated code Using the results from Task 1, TRC will configure each of the existing RTUs and FIUs to operate on the new data network. Task 3 Start -up Sub -Total $2,400 On a FIU /RTU basis and as a function of the installation, TRC will provide comprehensive start -up services on a site by site basis. This will include upload all associated software and testing of each site. Sub -Total $5,250 Engineering Total $12,450 Parts Total $47,736 ®tal $60,186 Option: Configure SCADA System for Event Notification System TRC will configure ScadaAlarm for Event Notification. This will include linking to the real -time database, system configuration, scheduling database and 1/0 drivers. Software $2600 Pager Hardware $180 Configuration $3400 Sub -Total $6,180 Please note that all of the numbers above, except for $8,123, are one time change -over costs. In any scenario, we need to move quickly to make the deadlines. I apologize for taking so long to validate the solution. However, we really only have one shot at doing this absolutely perfectly. Thus, I wanted to make sure everything is correct both in words and more importantly, in actual operation. Sincerely, Mark Serres Project Manager 714- 542 -1004 • y Alarm and Event Notification Software SCADAtarm 6.0 alarm and event notification software from Wonderware, a business unit of Invensys Systems, Inc., is based on the Microsoft Windows operating system and serves as a telecommunications link to industrial automation software systems. SCADAtarm software provides real -time intelligent alarm notification, data acquisition and remote control from a multitude of telecommunication devices. As an enterprise - wide telephony and messaging system, SCADAtarm software can transform any PC into a communications command center that can monitor the entire network 24/7 and deliver the right information to the right person at the right time. • Convenience — Users can interact with process systems from any telephone. • Freedom — Alarm information can be accessed from any HMI or the Industrial Application Server, • Cost Savings — Continuous monitoring and deployment of messages, 24/7, can significantly reduce personnel costs and improve response times. • Speed — Users can quickly gain remote access to live information. • Reliability — SCADAtarm software has a proven track record for reliability with some of the most prestigious corporations in the world. .; x iMiTiro SCADAtarm 6.0 software is the most powerful and flexible product of its kind, ushering in a new generation of intelligent alarming. Wonderware's popular SCADAtarm product is unique because it's not just an alarm - and -event messaging system, but an interactive extension of human - machine interface (HMI) software systems and the Wonderware Industrial Application Server. SCADAtarm software intelligently vocalizes alarms over speakers, intercom systems, radios and telephones. It can also send alphanumeric text messages and /or e-mail. Users telephone in and, after acquiring authorization from the security system, can receive privileges to remotely respond to alarms. SCADAtarm software enables the user to navigate through secure voice menus to: m Listen to and acknowledge alarm details VA Change analog tag values and /or discrete tag states IN Access HMI and /or Industrial Application Server information HARDWARE - INDEPENDENT SCADAIarm 6.0 software supports TAPI (Telephony Application Programming Interface). This is a Microsoft programming standard that enables telephony software to work with any TAPI- compliant modem. As a result, SCADAIarm 6.0 software is device - independent and allows users to choose standard, inexpensive off- the -shelf modems in their local areas. In addition, users benefit from a host of other features such as: • Support for standard RIFF (or .WAV) files • Audio files leverage the latest technology • No VOX conversion required • Simplified audio recording • Local annunciation over multimedia hardware • Support for multiple - channels ■ Multiple modem support for one SCADAIarm system • Independent device configuration ■ Modems can be configured independently for different uses, such as incoming and outgoing calls Setup for using TAPI is as easy as installing and configuring the modem's driver. WIDE- RANGING INDUSTRY APPLICATIONS Industries around the world are realizing the benefits of SCADAIarm software and achieving a new dimension in remote connectivity, including: Water, Wastewater, Oil & Gas - Redundant SCADAIarm systems monitor manned and unmanned plants, pipelines and offshore oil rigs 24/7. Pharmaceutical - Plant personnel broadcast process- quality information over pagers and plant PA systems. $' Building Automation - Operators can adjust temperatures, turn lights on and off, and receive and acknowledge security and fire alarms from telephones. OEMs / Machine Builders - The software alerts maintenance personnel about machine malfunctions. Semiconductors - SCADAIarm software can be used in gas- monitoring systems. The simplicity and flexibility of Wonderware's SCADAIarm software has enabled thousands of customers to realize the power of advanced telecommunications for their unique applications. The application possibilities are virtually endless. FACTORYSUITE AZ SOFTWARE INTEGRATION SCADAIarm software is an integral part of Wonderware's FactorySuite Az software for industrial automation. SCADAIarm software includes built -in browsers that can connect to Wonderware's award - winning InTouch HMI and the Wonderware Industrial Application Server software systems to enable faster system configuration. SCADAIarm software can be configured to alert operators to more than just alarms. For example, a message to the operator can be sent when someone generates an emergency work order. In addition, SCADAIarm software can send information about inventory levels, part numbers, supplier contact information, etc. to personnel on the plant floor. SCADAIarm software combines the convenience of mobile communications with the power of Wonderware - giving you control, information and intelligent messaging at your fingertips. LAN Any TAP! Compliant Voice Modem dem Multimedia speakers Multimedia speakers or intercom systems or intercom systems _ Radios Telephones PCs and GSM E -Mail Numeric Alphanumeric Phones Pagers Pagers Cellular Phones STAND -ALONE OR REDUNDANT OPERATION SCADAIarm can be configured in stand -alone or redundant mode over any network, and can connect a multitude of telecommunications devices. • Support for multiple - channels ■ Multiple modem support for one SCADAIarm system • Independent device configuration ■ Modems can be configured independently for different uses, such as incoming and outgoing calls Setup for using TAPI is as easy as installing and configuring the modem's driver. WIDE- RANGING INDUSTRY APPLICATIONS Industries around the world are realizing the benefits of SCADAIarm software and achieving a new dimension in remote connectivity, including: Water, Wastewater, Oil & Gas - Redundant SCADAIarm systems monitor manned and unmanned plants, pipelines and offshore oil rigs 24/7. Pharmaceutical - Plant personnel broadcast process- quality information over pagers and plant PA systems. $' Building Automation - Operators can adjust temperatures, turn lights on and off, and receive and acknowledge security and fire alarms from telephones. OEMs / Machine Builders - The software alerts maintenance personnel about machine malfunctions. Semiconductors - SCADAIarm software can be used in gas- monitoring systems. The simplicity and flexibility of Wonderware's SCADAIarm software has enabled thousands of customers to realize the power of advanced telecommunications for their unique applications. The application possibilities are virtually endless. FACTORYSUITE AZ SOFTWARE INTEGRATION SCADAIarm software is an integral part of Wonderware's FactorySuite Az software for industrial automation. SCADAIarm software includes built -in browsers that can connect to Wonderware's award - winning InTouch HMI and the Wonderware Industrial Application Server software systems to enable faster system configuration. SCADAIarm software can be configured to alert operators to more than just alarms. For example, a message to the operator can be sent when someone generates an emergency work order. In addition, SCADAIarm software can send information about inventory levels, part numbers, supplier contact information, etc. to personnel on the plant floor. SCADAIarm software combines the convenience of mobile communications with the power of Wonderware - giving you control, information and intelligent messaging at your fingertips. ADDITIONAL FEATURES Text to Speech SCADAIarm 6.0 software supports text -to- speech technology. Now, instead of manually recording voice files, you can generate sound output directly from text and save a tremendous amount of configuration time. The text -to- speech capability can also help you standardize your company's text and audio messages. Integrated Industrial Application Server Features The Wonderware Industrial Application Server and SCADAIarm software are a winning combination for quickly alerting personnel to changes and alarms in the control system. SCADAIarm Version 6.0 enables native communication to the Industrial Application Server using MX and a built -in attribute browser for fast configuration. Industrial Application Server Alarm Acknowledgement Alarms or events that occur in an Industrial Application Server system can be acknowledged easily through a new configuration window in version 6.0 of the SCADAIarm software. Plant personnel can acknowledge and listen to alarms and events using all the standard SCADAIarm methods. InTouch Batch Tag Imports SCADAIarm 6.0 software includes an InTouch tag browser that supports batch import of InTouch tag definitions into the SCADAIarm software, enabling faster configuration of alarms and events. Support for Caller ID Security is a primary concern when implementing systems that enable control via external devices. Version 6.0 expands the capabilities for increasing system security by supporting Calling Party Identification (CPID). This feature increases flexibility and security when authenticating callers, such as: EJ Automatic logins based on the caller's phone number Restricted logins based on the caller's phone number Hacker detection 0 Restricted access if no caller ID is presented • Extensive e-mail support and notification options, including supervisory e -mail reports when alarms are activated, acknowledged and /or cleared • Support for global alphanumeric paging gateways • Four contact devices per operator • Enhanced Tag -Vue spreadsheet provides convenient alarm editing and sorting • Aware of Wonderware's SuiteLink and DDE (Digital Data Exchange), OPC (in conjunction with OPCLink) and MX protocols • Integrated logger can e -mail SCADAIarm log file at scheduled intervals El Content - sensitive help at any time by pressing F1 0 Alarms broadcast over speakers, intercom's, PA systems, radios and multimedia sound systems n Alphanumeric and numeric messages to pagers and mobile telephones 11 Voicemail menus simplify the manipulation of industrial automation software systems 0 Works with all major software systems and Wonderware's Industrial Application Server 0 Contains system scheduler for all the days of the week and holidays 1-1 Alarms can be grouped and prioritized individually • Human voice recording in any language • Multiple operator clearance levels El Extended on -call, back -up and courtesy notification groups • Daily schedule and personal calling preferences for each operator • On- demand self - documentation ca Text - paging terminal for operators to type and send messages to any pager 0 A single SCADAIarm system can monitor the entire LAN 13 Redundant configuration on Master and Standby nodes The following minimum system requirements are recommended: 13 Any IBM - compatible computer with a Pentium 166 MHz processor (or the minimum required by the operating system) El At least 100 MB of free hard disk space Ef At least the minimum amount of RAM required by the operating system Ell Any of the following Microsoft operating systems: • Windows XP Professional, SP2 • Windows 2000 Professional • Windows 2000 Server in Windows 2003 Standard Server 0 Voice modem that supports TAPI Available EIA -232 Serial Comm Port (external modem) • Available PCI or ISA slot (internal modem) • Receiver (e.g., pager, e -mail server, phone) El 800 x 600 video resolution or higher SCADAIarm Demo Version SCADAIarm software includes a "demo version." This is simply a pre- configured SCADAIarm application that includes a simulated pager /phone. You can select to install the demo version during the installation. If you have a valid SCADAIarm license installed, the demo version will run until the license expires. If not, the demo version will shut down after two hours. Supported Software The following software packages have been tested and are supported by Wonderware's SCADAIarm 6.0 software: Wonderware InTouch 9.0 Wonderware Industrial Application Server 2.0 0.1 Intellution iFix 3.5 Siemens SIMATIC WinCC 6.0 M Rockwell RSView32 6.3 El Ci Technologies CiTect 5.40 Contact Wonderware or your local Distributor for information about software products for industrial automation. Wonderware Corporation • 2GS61 Rancho Parkway South, Lake Forest, CA 92630 • Tel: (949) 727 -3200 • Fax: (949) 727 -3270 www.wonderware.com 2005 by Invensys Systems, Inc. All rights reserved. No part of this document may be reproduced, stored in or introduced into a retrieval system, or transmitted in any form or by any means (electronic, mechanical, photocopying, recording or otherwise), or for any purpose, without the express written permission of Invensys Systems, Inc. Invensys, Wonderware, ArchestrA, SCADAIarm, FactorySuite, FactorySuite A2, InTouch, MumSuite and SuiteLink are trademarks or service marks of Invensys plc, its subsidiaries and affiliated companies. All other brands and product names may be the trademarks or service marks of their respective companies PN 15 -0067 Rev. 1/05 T CERTIFICA ® OF LIABILITY INSURAi 'E 11/16/20 5) PRODUCER (949) 559 -6700 FAX (949) 559 -6703 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Garrett /Mosier Insurance Services, 1Z Truman Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Irvine, CA 92620 POLICY EXPIRATION 03/20/2006 LIMITS EACH OCCURRENCE S 1,000,00 Diana Walters E C F '/ I 4PRERS AFFORDING COVERAGE NAIC # INSURED Technology Resource Center, Inc. AUTHORIZED REPRESENTATIVE q 1a 0"�!/ 1 /W7 INSURER A: Nautilus Insurance Company F 9-;'- 1) 2101 E. 4th Street Suite 130A Noy 17 20 SURERB: St. Paul Travelers INSURERc: Hartford Insurance Co. 24767 Santa Ana, CA 92705 1 �i�R� jN. ";L.JI''a ,.iii i~ R D: ISMP CLAIMS MADE. M OCCUR INSURER E: COVFRAGFR THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.-AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR DD' ..R TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION 03/20/2006 LIMITS EACH OCCURRENCE S 1,000,00 628 W. 19th Street GENERAL LIABILITY BKO0106380 03/20/2005 AUTHORIZED REPRESENTATIVE q 1a 0"�!/ 1 /W7 X COMMERCIAL GENERAL LIABILITY Diana Walters /DLA DAMAGE TO RENTED $ 50, 000 CLAIMS MADE. M OCCUR MED EXP (Any one person) $ A PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 7_'000'000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 POLICY F PRO- JECT LOC AUTOMOBILE X LIABILITY ANY AUTO 8106303W167 03/20/2005 03/20/2006 COMBINED SINGLE LIMIT (Ea accident) $ 11000,000 BODILY INJURY (Per person) $ B X X ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ . ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS!UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR ❑ CLAIMS MADE AGGREGATE S $ $ DEDUCTIBLE RETENTION S $ WORKERS COMPENSATION AND 44WEOD306100 10/01/2005 10/01/2006 OTH- C EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE S 1,000,00(l E.L. DISEASE - POLICY LIMIT S 1,000,000 SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT! SPECIAL PROVISIONS perations of the named insured. '- 10,days notice for non - payment of premium CFRTIFICATF 1401 nFR rAKIrGl I ATIf1AI ACORD 25 (2001/08) FAX: (949)650 -ZZ53 ©ACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Costa Mesa Sanitary District "30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn : Thomas Fauth BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 628 W. 19th Street OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Costa Mesa, CA 92627 AUTHORIZED REPRESENTATIVE q 1a 0"�!/ 1 /W7 Diana Walters /DLA ACORD 25 (2001/08) FAX: (949)650 -ZZ53 ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or after the coverage afforded by the policies listed thereon. ACORD 25 (2001108) Page 1 of 1 Thomas Fauth From: Thomas Fauth Sent: Tuesday, November 22, 2005 12:04 PM To: Tony Chavez (tonyc @trcinc.net); trc2001 @aol.com Cc: rbhinc @pacbell.net; Joan Revak Subject: CMSD Authority to Proceed (ATP) with the Motorola SCADA System Upgrade Mark.and Tony, This email provides ATP for the November 9, 2005 TRC proposal to Upgrade the CMSD Motorola SCADA System. Steve Mandoki from the City of Costa Mesa has offered to facilitate in a smooth transition. Thank you for your dedication. As you know, our deadline goal is full operational capability (FOC) before 12 -14 -05 — as I recall, Mark indicated all parts are locally available as well as personnel resources to implement. CMSD Staff will initial off the proposal and forward tomorrow to TRC a fax of the signed page with agreement cover to follow. Congratulations and thank you again. • Assistant Manager tfauth @crosdca.gov 1dd me to your address book. 11/22/2005 tel: 949 -645 -8400 x222 fax: 949 - 650 -2253 mobile: 714 - 393 -4433 Want a signature like this? CMSD Staff: 949 - 645 -8400 CMSD CONCEPTS SUMMARY 11 -30 -05 Concept Under Option 1: CMSD Supervisor National Plant - Line Clean Maintenance JIMNI - Pump Station Maintenance Provides all vehicles, crews Provides all vehicles, crews CMSD Replacement Pumps CMSD Rent Yard Option - Use JIMNI Yard Lease Options Now: 1040 W 17th St $1.00 / SF Wickes Furniture Parking Lot TBD Concept Under Option 2: CMSD Supervisor National Plant - Line Clean Maintenance JIMNI - Pump Station Maintenance (Modified - KTR Crews) Provides some vehicles, all crews Provides interim vehicles, all crews CMSD Replacement Pumps CMSD Utility Truck/Hoist CMSD PickUp Truck CMSD Portable Pump CMSD Arrow Board /Signs CMSD Traffic delineators CMSD Tools CMSD Replacement Equipment Purchase Option Now: 2050 Charle St - $980,000 price Option - Use JIMNI Yard Option - Use Rental Yard VEHICLES: New Cost - Depends on Equipment Used Cost - Depends on Equipment (Require Service Ageerment) Ford F650 Equivalent - utility /hoist $ 90,000.00 $ 40,000.00 Ford F350 Equivalent $ 22,270.22 $ 15,000.00 Portable Pump - Crown w Trailer $ 63,224.62 $ 30,000.00 Vactor $ 289,847.50 $ 50,000.00 Arrow Board/Signs $ 3,000.00 TBD SUBTOTAL $ 468,342.34 $ 135,000.00 1982 FORD F600 Service/Uti} ;* /Mechanic Truck For Sale at TruckPar �r.com Page 1 of 2 1982 FORD F600 Email This Add To'Trucks Of Interest' 1982 FORD F600, Standard Cab, 8.2n remanned Detroit, 5 +2 Spd, 153" WB, 9R22.5 Tires, Budd Wheels, 19,700# GVW, 13' IMT Mech Service body, tall bottle storage, Model 315A IMT crane -full hydraulic, 7,500# @ 12', 1700# @ 20', 2- manual slide out riggers, Ingersoll -Rand Model 10XGT air compressor with electric start Kohler gas engine. Serviced, Stk #6410, $15,500 Say you saw this 1982 FORD F600 on TruckPaper.coml Send ACME Truck Parts & Equip. Inc. A Message Contact: ACME Truck Parts & Equip. Inc. Nathan Davidson Truck/Trailer is located in: Stockton, California, USA Phone: (800)449 -5210 Fax: (209)946 -4617 http:// www. truckpaper .comAistingslforsalelDetail. asp ?OHID = 739283 &guid= 169E59A5F... 10/26/2005 - i 2002 FORD F650 Service/Util- v/Mechanic Truck For Sale at TruckPa- -r.com Page 1 of 2 Home I Register Email This 2002 FORD F650 Add To 'Trucks Of Interest' 2002 FORD F650, Standard Cab, Diesel Caterpillar, Automatic, A/C, Automatic, Maintainer Mechanics Body, 10,000# Crane, 35 Gal Evac Tank, 37 CFM Air Compressor, Hyd Outriggers, 225 Amp Welder, Available Late November, Stk #T275, $78,000 Say you saw this 2002 FORD F650 on TruckPaper.com! Send Red Mountain Machinery Inc A Message Contact: Red Mountain Machinery Inc. Chris Lohman Truck/Trailer is located in: Escondido, California, USA Phone: (800)266 -3800 Fax: (480)899 -9340 Back To Previous Page http: / /www.truckpaper .com/listings /forsale/Detail. asp ?OHID = 298571 &guid= I69E59A5F... 10/26/2005 - 1999 FORD F550 XL Service"'tility/Mechanic Truck For Sale at Trucl"aper.com Page 1 of 2 1999 FORD F550 XL Email This Add To 'Trucks Of Interest' 1999 FORD F550 XL, Standard Cab, 7.3lit diesel International 350 HP, Diesel, 6 Spd, Spring Suspension, 165" WB, 19.5 Tires, All Steel Wheels, Single Axle, 154,662 miles, F -550 XL,6- speed,7.3 Lit Powerstroke Diesel,am /fm,a/c,225 /17 R19.5 Michelins, Dominator" 1 11 ft. service body,IMT 3816/75001b crane.Champion Model BGR6 -3X Air Compressor with 12.5 Kohler engine, underbody air tank,rear hose reel,inverter with rear outlet,positive jump start at rear.vice mount plate on rear bumper, Stk #DV -85, $34,500 Say you saw this 1999 FORD F550 XL on TruckPaper.com! Send American Truck & Trailer,inc A Message Contact: American Truck & Trailer,lnc mark gilstrap Truck/Trailer is located in: Lenoir City, Tennessee, USA Phone: (800)567 -6639 http:// www. truckpaper .com/listings /forsale/Detail. asp ?OHID = 1019179 &guid= 169E59A5... 10/26/2005 -