Resolution No. 76581
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RESOLUTION NO. 7658
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
LOAN ESCROW INSTRUCTIONS DATED NOVEMBER 2, 2000
RESPECTING A STATE COMMUNITY DEVELOPMENT BLOCK
GRANT (CDBG) LOAN TO SANDBERG FAMILY LLC
WHEREAS, on May 4, 1999, the City Council of the City of
Vernon adopted Resolution No. 7322 approving the loan application
submitted by Sandberg Family LLC ("Sandberg") concerning public
infrastructure improvements at 5233 Alcoa Avenue and approving the
execution of a CDBG Infrastructure Loan Agreement ("Agreement") with
Sandberg pursuant to the 96-EDBG-471 Vernon Infrastructure Loan
Program; and
WHEREAS, in accordance with the Agreement, escrow will close
on the loan when all the loan funds are disbursed or when the project
is completed; and
WHEREAS, according to the Agreement, the City will loan
Sandberg Seventy,Thousand Seven Hundred Twenty Dollars and No Cents
($70,720.00) and will match up to Three Thousand Four Hundred Thirty
Dollars and No Cents ($3,430.00); and
WHEREAS, the City of Vernon has been notified that the off -
site improvements at 5233 Alcoa Avenue have been completed and the
City's staff has completed a final review of all the invoices
concerning said improvements; and
WHEREAS, Sandberg has complied with the Target Income Group
hiring requirements and must provide a personal guarantee to the Escrow
Officer; and
WHEREAS, the Escrow Officer is permitted to close this
transaction after all conditions in the escrow instructions have been
{
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1 satisfied; and
2 WHEREAS, the City of Vernon desires to execute escrow
3 instructions to implement the Agreement and disburse funds in
4 accordance with its Infrastructure Loan Program.
5 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
6 CITY OF VERNON AS FOLLOWS:
7 SECTION 1•: The City Council of the City of Vernon hereby
8 finds and determines that the recitals contained hereinabove are true
9 and correct.
10 SECTION 2: The City Council of the City of Vernon hereby
11 approves the Loan Escrow Instructions dated November 2, 2000, a copy of
12 which is attached hereto as Exhibit "A" and made a part hereof.
13 SECTION 3: The City Council of the City of Vernon hereby
14 authorizes the Mayor and the City Clerk to execute the Loan Escrow
15 Instructions for, and on behalf of, the City of Vernon.
16 SECTION 4: The City Council of the City of Vernon hereby
17 directs the City Clerk, or his designee, to send the executed Loan
18 Escrow Instructions and loan funds in the amount of Seventy Thousand
19 Seven Hundred Twenty Dollars and No Cents ($70,720.00) in accordance
20 with the CDBG Infrastructure Loan Agreement to:
21 11 Commerce Escrow Company
22 Attn: Marleny Martin, Sr. Escrow Officer
1545 Wilshire Blvd., Suite 600
23 Los Angeles, California 90017
24 li SECTION 5: The City Council of the City of Vernon hereby
25 directs the City Clerk, or his designee, to release the amount of Three
26 Thousand Four Hundred Thirty Dollars and No Cents ($3,430.00) from the
27 appropriate City funds as and for the City's matching share for this
28 project in accordance with the CDBG Infrastructure Loan Agreement.
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SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and thereafter
the same shall be in full force and effect.
APPROVED AND ADOPTED this 5th day of December, 2000.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
C
EONIS C. MALB04G, Mayo
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1 STATE OF CALIFORNIA )
) ss
2 COUNTY OF LOS ANGELES )
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4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6. 7658, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Tuesday, December 5,
8 2000, and thereafter was duly signed by the Mayor of the City of
9 Vernon.
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11 BRUCE V. MALKENHORST, City Clerk
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(SEAL)
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EXHIBIT
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE #t 963 0884
THESE LOAN INSTRUCTIONS SUPERSEDE THOSE INSTRUCTIONS DATED OCTOBER 27, 2000
LOAN ESCROW INSTRUCTIONS
DATE: November 2, 2000
ESCROW NO. 99-32198
ESCROW OFFICER: Marleny Martin
ESCROW ASSISTANT: Cheryl Wallace
THE ABOVE REFERENCED ESCROW IS OPENED WITH YOU FOR THE PURPOSE OF PROCESSING
THE LOAN AS DESCRIBED IN THE CDBG INFRASTRUCTURE LOAN AGREEMENT'DATED MAY 4,
1999:
LENDER: THE CITY OF VERNON
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
BORROWER: SANDBERG FAMILY LLC
3251 EAST SLAUSON AVENUE
VERNON, CA 90058
LOAN AMOUNT: $70,720.00
LETTER OF CREDIT
ESCROW HOLDER IS IN RECEIPT OF THE ORIGINAL IRREVOCABLE STANDBY LETTER OF CREDIT
NUMBER: 3015796 DATED APRIL 20,1999 AND AMENDMENT TO IRREVOCABLE STANDBY LETTER
OF CREDIT NUMBER: 3015796 DATED APRIL 29,1999, A COPY OF WHICH IS ATTACHED HERETO
AND MADE A PART HEREOF AS 'EXHIBIT W. THE CITY OF VERNON'LENDER' HEREBY
ACKNOWLEDGES THEIR APPROVAL OF SAID IRREVOCABLE STANDBY LETTER OF CREDIT AND
AMENDMENT THERETO.
PROMISSORY NOTE:
ESCROW HOLDER IS ALSO IN RECEIPT OF THE (UNDATED) PROMISSORY NOTE, A COPY OF
WHICH IS ATTACHED HERETO AS EXHIBIT'B'. ESCROW HOLDER IS AUTHORIZED AND
INSTRUCTED TO INSERT THE DATE OF MAY 4,19" ON THE NOTE, EVENTHOUGH SAID NOTE
HAS PREVIOUSLY BEEN EXECUTED, AND THE NOTE SHALL BE DELIVERED TO LENDER,
IMMEDIATELY UPON ESCROW HOLDER'S RECEIPT OF THESE LOAN INSTRUCTIONS.
THERE SHALL BE NO LENDERS POLICY OF TITLE INSURANCE ISSUED THOUGH THIS LOAN
ESCROW AS THERE IS NO REAL PROPERTY BEING ENCUMBERED.
INVESTMENT OF LOAN FUNDS:
NOTWITHSTANDING PREPRINTED INSTRUCTIONS TO THE CONTRARY, YOU WILL PLACE $70,720.00 OF
THE LOAN DEPOSIT INTO A MONEY MARKET INTEREST BEARING ACCOUNT AT IMPERIAL BANK LOCATED
IN COSTA MESA, CALIFORNIA, AFTER BANK CLEARANCE OF CHECK AND AFTER RECEIPT OF FORM W9
IN ACCORDANCE WITH PARAGRAPH 24 OF THE GENERAL PROVISIONS. ALL INTEREST ACCRUED SHALL
BE PAID TO THE LENDER NAMED HEREIN.
IN ADDITION TO THE INSTRUCTIONS CONTAINED IN PARAGRAPH 1.H OF THE LOAN AGREEMENT,
ESCROW HOLDER WILL DELIVER ALL INVOICES TO THE LENDER FOR APPROVAL PRIOR TO
DISBURSEMENT OF LOAN FUNDS.
PAGE ONE
CONTINUE ON PAGE TWO
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-OSSS (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE #t 963 0884
LOAN ESCROW INSTRUCTIONS - PAGE TWO
DATE: OCTOBER 27, 2000
ESCROW NO. 99-32198
ESCROW OFFICER MARLENY MARTIN
ESCROW ASSISTANT: CHERYL WALLACE
PERSONAL GUARANTY:
BORROWER SHALL DEPOSIT WITH LENDER OR ESCROW HOLDER (FOR IMMEDIATE DELIVERY
TO LENDER) THE PERSONAL GUARANTY, AS CALLED FOR IN PARAGARPH 38.
ESCROW HOLDER IS INSTRUCTED TO COMPLY WITH LOAN AGREEMENT WITH THE EXCEPTION
OF THE FOLLOWING PARAGRAPH WHICH ARE AGREEMENTS BETWEEN THE PARTIES
WITH WHICH ESCROW HOLDER HAS NO DUTY:
1 b, 1 c, 1 d, 1 e, 1f, 1 g, 2, 3.d, 3.e, 3f, 4, 4a. 4b, 4c, 4d, 4e, 4f, 4g, 4h, 4i, 5, 5a, 5b, 5c, 5d,
5e, 5f, 5g, 7, 9, AND 12.
YOU ARE INSTRUCTED TO CHARGE THE ACCOUNT OF THE UNDERSIGNED WITH ALL FEES
INCURRED IN CONNECTION WITH THIS LOAN, INCLUDING WITHOUT LIMITATION, EXPENSES AND
FEES DEDUCTED BY LENDER FROM THE GROSS LOAN PROCEEDS, ESCROW FEE AND
BORROWER'S OUT OF POCKET EXPENSES.
IN THE EVENT THIS TRANSACTION IS NOT CONSUMMATED WITHIN 365 DAYS OF THE DATE
SHOWN ABOVE, THIS TRANSACTION SHALL AUTOMATICALLY CANCEL WITHOUT NEED OF
FURTHER WRITTEN INSTRUCTIONS REQUIRED FROM BORROWER. ESCROW HOLDER SHALL
RETURN ALL DOCUMENTS TO THE PARTIES DEPOSITING SAME AND SHALL DISBURSE
BORROWER'S DEPOSITS, IF ANY, TO BORROWER, LESS CANCELLATION FEES, IF ANY.
YOUR GENERAL PROVISIONS ARE ATTACHED HERETO AND MADE PART HEREOF AND HAVE
BEEN READ AND APPROVED BY THE UNDERSIGNED.
LENDER:
The City of Vernon
BY;
Leonis C. Malburg, Mayor
Attest:
Bruce V. Malkenhorst, City Clerk
Eduardo Olivo,.City Attorney
BORROWER:
SANDBERG FAMILY LLC, a
limited liability company
BY:
William H. Sandberg
TITLE:
BY:
John A. Sandberg
TITLE:
PAGE TWO
DATE: APRIL 20, 1999 PAGE: 1
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3015796
CITY
BENEFICIARY APPLICANT
SA TA FE SANDBERG FAMILY LLC
VERNON,CA FE AVENUE 3251 E SLAUSON AVENUE
VERNN, CA 90058 LOS ANGELES CA 90058
AMOUNT
USD 85,186.43
EIGHTY FIVE DHUNDED
EIGHTY SIX AND043//10001SEUS DOLLARS
EXPIRATION
DECEMBER 31, 2001 AT OUR COUNTERS
WE HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF
CREDIT NUMBER 3015796 WHICH IS AVAILABLE WITH BANK OF AMERICA NT & SA
BY SIGHT PAYMENT OF THE DOCUMENTS DETAILED HEREIN:
1. THIS ORIGINAL LETTER OF CREDIT.
2. A LETTER PURPORTEDLY SIGNED BY THE CITY ADMINISTRATOR OF THE CITY
OF VERNON CERTIFYING THAT SANDBERG FAMILY LLC HAS FAILED TO PERFORM
AS REQUIRED UNDER THE CDBG INFRASTRUCTURE LOAN AGREEMENT DATED APRIL
22, 1999 BY AND BETWEEN THE CITY OF VERNON AND SANDBERG FURNI
INC. AND THAT THE AMOUNT DRAWN COVERS 100 TURE, PERCENT OF THE UNPAID
PRINCIPAL AND INTEREST DUE AND OWING TO SAID CITY UNDER SAID
AGREEMENT.
WE HEREBY ENGAGE. WITH YOU THAT DOCUMENTS PRESENTED IN COMPLIANCE WITH
THE TERMS OF THIS LETTER OF CREDIT WILL BE DULY HONORED UPON
PRESENTATION TO US.
THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE
FOR DO
COMMERCUMENTARY
PUBLICATION CREDITS (1993 REVISION),
NO. 500. INTERNATIONAL CHAMBER OF
CE
IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS
TRANSACTION, PLEASE CALL 213-345-6630.
#HERYL
AIGNATURE AUTHORIZ - - -- - --THIS DOCUMENT CONSISTORIZED GPIS OF 1 PAGE(S).
EFFERSON ' L LopEZ
EXHIBIT "A"
A - 1
�8o k0fRi8AT��roM C«Mtt 6lEti
Tdo mcl 1 w , I CA i00t7
SAO . SWWT ADDA08 WwAl t"-
Aank of America
DATE: APRIL 29, 1999
AMENDMENT TO IRREVOCABLE STANDBY CREDIT NUMBER: 3015796
AMENDMENT NUMBER 1
BENEFICIARY
CITY OF VERNON
4305 SANTA FE AVENUE
VERNON, CA 90058
APPLICANT
SANDBERG FAMILY LLC
3251 E SLAUSON AVENUE
LOS ANGELES CA 90058
PAGE:.1
THIS AMENDMENT IS TO BE CONSIDERED AN INTEGRAL PART OF THE ABOVE CREDIT
AND MUST BE ATTACHED THERETO.
THE ABOVE MENTIONED CREDIT IS AMENDED AS FOLLOWS:
THE EXPIRATION DATE IS AMENDED TO: JANUARY 31, 2002.
UNDER DOCUMENT NUMBER 2 DATE NOW READS: "MAY 4, 1999"
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDI THIS
PLEASE CALL 213-345-6630.
i�XLy
A R SIGNATURE A IZED N-------
THIS DOCUMENT CONSISTS 1 PAG S).
CHERYL JEFFERSON Mie Gonzdld
EXRIBIT."A"
A-2
8w**(a1MWftNT&8ATfs*0 r�,LgwpyCwW 6WCA 9M?
CABEAD ATWaMdt7t628A1Nf SFFO-SWPTADDAM80FA11M
PROMISSORY NOTE
Principal amount: $70,720.00 date: _ _ ._ w J _
dn.or before December 1, 2001.. for value received, the
undersigned ("Maker") promise(s) to pay to City of Vernon
("Payee"), or to order, at 4305 Santa Pe Avenue, Vernon, CA
90058-0905, or such other place as the holder of this Note
("Holder") may from time to time designate in writing, the
principal -sum of Seventy Thousand Seven Hundred Twenty Dollars
and No Cents $701,720.00, with interest on the unpaid principal
balance of this Note, from the date of this Note until this Note
is paid in full, at the rate of seven percent (7%) per year.
Accrued interest shall be computed on the basis of a
360-day year, based on the actual number of days elapsed.
Maker may prepay this Note, without premium or penalty.
No prepayment shall extend or postpone the due date or change the
amount of any subsequent payment.
This Note shall become immediately due and payable, at
Holder's option, without notice, demand, or presentment, and
regardless of any prior forbearance, on the occurrence of any of
the following events:
(a) the filing of.a petition in bankruptcy by, or the
initiation of any proceeding under any bankruptcy or insolvency
laws against, the Maker;
.(b) the making of a general assignment for the benefit
of creditors by Maker;
(c) Maker's or any guarantor's default under any
agreement or instrument executed in connection with this Note;
(d) Maker's default under any other promissory note
executed by Maker in favor of Holder; or
-(e) revocation of any guaranty of this Note by any
guarantor.
No delay or omission by Holder in exercising any right
or remedy under this Note, or any other agreement executed in
connection with this Note, shall operate as a waiver of the
future exercise of that right or remedy or of any other nights or
remedies under this Note or any other agreement executed in
connection with this Note. To the extent permitted by law, Maker
waives the right, in any action on this Note., to assert that the
action was not commenced within the time required by law for
Page I of 2
EXHIBIT "B"
B - i
commencement of the action. All rights of Holder stated in this
Note are cumulative and in addition to all other rights provided
by law, in equity, or in any agreement executed in connection
with this Note.
SANDBERG
LMh �
Title:
By:
C+ w"M
Title:_ At4w--
Page 2 of 2
EXHIBIT "B"
B - 2
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE # 963 0884
GENERAL PROVISIONS - PAGE ONE
1) TIME IS OF THE ESSENCE OF THESE INSTRUCTIONS. IN THE EVENT THAT THE CONDITIONS OF THIS
ESCROW HAVE NOT BEEN COMPLIED WITH AT THE EXPIRATION OF THE TIME PROVIDED FOR HEREIN,
YOU ARE INSTRUCTED TO COMPLETE THE SAME AT THE EARLIEST POSSIBLE DATE THEREAFTER,
UNLESS WE OR EITHER OF US HAVE MADE WRITTEN DEMAND UPON YOU FOR THE RETURN OF THE
MONEY AND/OR INSTRUMENTS DEPOSITED BY EITHER OF US, IN WHICH CASE YOU MAY WITHHOLD
AND STOP ALL FURTHER PROCEEDINGS IN THIS ESCROW, WITHOUT LIABILITY FOR INTEREST ON
FUNDS HELD OR FOR DAMAGES, UNTIL MUTUAL CANCELLATION INSTRUCTIONS BY ALL PARTIES
SHALL HAVE BEEN DEPOSITED IN THIS ESCROW. WHEREUPON YOU ARE THEN INSTRUCTED TO
DISBURSE THE ESCROWED FUNDS AND INSTRUMENTS ACCORDINGLY, LESS YOUR PROPER CHARGES,
OR YOU MAY RETURN ALL FUNDS AND/OR INSTRUMENTS, LESS YOUR PROPER CHARGES TO THE
RESPECTIVE PARTIES HERETO, AND THIS ESCROW SHALL WITHOUT FURTHER NOTICE, BE
CONSIDERED TERMINATED.
2) ALL PRORATIONS AND ADJUSTMENTS ARE TO BE MADE ON A BASIS OF A 30 DAY MONTH AND
"CLOSE OF ESCROW" WITH REFERENCE TO SAID PRORATIONS AND ADJUSTMENTS SHALL BE THE DAY
THE INSTRUMENTS OF CONVEYANCE CALLED FOR HEREIN ARE RECORDED OR FILED.
3) UNLESS OTHERWISE INSTRUCTED IN WRITING PRIOR THEREOF, ALL DISBURSEMENTS OF FUNDS
AND/OR INSTRUMENTS OF THIS ESCROW SHALL BE BY UNITED STATES MAIL TO THE DESIGNATED
PARTIES IN ACCORDANCE WITH THESE ESCROW INSTRUCTIONS, AT THEIR RESPECTIVE ADDRESS
SHOWN HEREIN.
4) INTENTIONALLY DELETED.
5) ESCROW HOLDER IS AUTHORIZED AND DIRECTED TO DEPOSIT ANY AND ALL FUNDS PLACED IN
THIS ESCROW IN AN `ESCROW TRUST ACCOUNT" WITH ANY STATE OR NATIONAL BANK IN THE NAME
OF YOUR COMPANY PENDING THE COMPLETION OF THIS ESCROW. ALL DISBURSEMENTS SHALL BE
MADE BY CHECK OF YOUR COMPANY ON SAID ACCOUNT.
6) INTENTIONALLY DELETED
'n ESCROW HOLDER IS AUTHORIZED TO DESTROY OR OTHERWISE DISPOSE OF ANY AND ALL
DOCUMENTS, PAPERS, INSTRUCTIONS, CORRESPONDENCE AND OTHER MATERIAL PERTAINING TO
THIS ESCROW AT THE EXPIRATION OF FIVE YEARS FROM THE DATE OF THE CLOSE OF ESCROW OR
THE CANCELLATION OF THIS ESCROW, WITHOUT LIABILITY AND WITHOUT FURTHER NOTICE TO THE
PARTIES HERETO.
8) INTENTIONALLY DELTED
9) THE PARTIES HERETO JOINTLY AND SEVERALLY AGREE THAT IN THE EVENT OF CANCELLATION
THEY SHALL PAY YOU A SUM SUFFICIENT TO PAY FOR ANY EXPENSES WHICH YOU MAY HAVE
INCURRED PURSUANT TO THESE INSTRUCTIONS AND A REASONABLE CANCELLATION FEE FOR
SERVICES RENDERED 13Y YOU. SAID EXPENSES AND FEES SHALL BE DEPOSITED IN ESCROW BEFORE
CANCELLATION IS EFFECTIVE.
THEY FURTHER AGREE THAT SAID CHARGES MAY BE APPORTIONED TO THEM IN A MANNER WHICH
YOU CONSIDER EQUITABLE AND THAT YOUR DECISION IN THAT REGARD WILL BE BINDING AND
CONCLUSIVE UPON THEM. UNLESS OTHERWISE INSTRUCTED IN WRITING BY THIRD PARTIES
DEPOSITING FUNDS INTO THIS ESCROW FOR THE BENEFIT OF THE PARTIES HERETO, SUCH FUNDS
DEPOSITED BY SAID THIRD PARTIES SHALL BE RETURNED TO THE PARTY D)POSITING SAME IN THE
EVENT OF SUCH CANCELLATION.
10) IF CONFLICTING DEMANDS ARE MADE ON YOU OR NOTICE IS SERVED UPON YOU IN CONNECTION
HEREWITH OR ANY LEGAL ACTION IS TAKEN IN CONNECTION WITH THIS ESCROW, YOU SHALL NOT
BE REQUIRED TO DETERMINE THE SAME OR TAKE ANY ACTION IN THE PREMISES, BUT MAY
WITHHOLD AND STOP ALL FURTHER PROCEEDINGS WITHOUT LIABILITY THEREFORE, OR YOU MAY
FILE SUIT IN INTERPLEADER OR FOR DECLARATORY RELIEF.
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 284,5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE S 963 0884
GENERAL PROVISION- PAGE TWO
IF YOU ARE REQUIRED TO RESPOND TO ANY LEGAL SUMMONS OR PROCEEDINGS OR IF. ANY ACTION
IN INTERPLEADER OR DECLARATORY RELIEF IS BROUGHT BY YOU, WE JOINTLY AND SEVERALLY
AGREE TO PAY ALL COSTS, EXPENSES AND REASONABLE ATTORNEY'S FEES EXPENDED OR INCURRED
BY YOU AND A LIEN IS HEREBY CREATED IN YOUR COMPANY'S FAVOR TO COVER SAID ITEMS. WE
AGREE TO SAVE YOU HARMLESS AS ESCROW HOLDER HEREUNDER FROM ALL LOSS AND EXPENSE,
INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS BY REASON OF ANY ACTION, LEGAL
OR OTHERWISE WHICH MAY IN ANY WAY ARISE OUT OF THIS ESCROW, BEFORE OR AFTER CLOSING
OR CANCELLATION, NOTWITHSTANDING ANYTHING IN THESE INSTRUCTIONS TO THE CONTRARY.
11) YOU ARE FURTHER AUTHORIZED AND INSTRUCTED TO REMIT ALL THE FUNDS BY YOUR CHECK
TO THE PARTIES DEPOSITING SAME IN THIS ESCROW, IF THIS ESCROW IS, NOT CONSUMMATED,
UNLESS SPECIFICALLY INSTRUCTED IN WRITING TO THE CONTRARY, BY THE PARTY DEPOSITING
SAME.
12) IN THE EVENT IT MAY BE NECESSARY OR PROPER FOR THE CONSUMMATION OF THIS ESCROW,
YOU ARE AUTHORIZED TO DEPOSIT OR HAVE DEPOSITED FUNDS OR DOCUMENTS, OR BOTH, WITH
ANY BANK, TRUST COMPANY, TITLE COMPANY, SAVINGS AND LOAN ASSOCIATION, BUILDING AND
LOAN ASSOCIATION, INDUSTRIAL LOAN COMPANY, CREDIT UNION, ADMITTED INSURER, OR
LICENSED ESCROW AGENT, SUBJECT TO YOUR ORDER PURSUANT TO CLOSING THIS ESCROW AND
SUCH DEPOSIT SHALL BE DEEMED A DEPOSIT IN ACCORDANCE WITH THE TERMS OF THESE
INSTRUCTIONS.
13) MY SIGNATURE ON ALL INSTRUMENTS AND INSTRUCTIONS PERTAINING TO THIS ESCROW
INDICATES MY UNCONDITIONAL ACCEPTANCE AND APPROVAL OF SAME.
14) INTENTIONALLY DELETED
15) THE BORROWER IS OBTAINING A LOAN AND DURING THE PENDENCY OF THIS ESCROW, YOU ARE
AUTHORIZED TO FURNISH THE LENDER, AND/OR ATTORNEY (IF APPLICABLE) OR ANYONE OPERATING
ON THEIR BEHALF, ANY INFORMATION CONCERNING THIS ESCROW, INCLUDING BUT NOT LIMITED TO
A COPY OR A CERTIFIED COPY OF THE ESCROW INSTRUCTIONS AND ANY AMENDMENTS THERETO,
UPON REQUEST.
16) INTENTIONALLY DELETED
17) THESE INSTRUCTIONS MAY BE EXECUTED IN COUNTERPARTS, ALL OF WHICH WHEN TAKEN
TOGETHER SHALL BE DEEMED TO BE THE INSTRUMENT.
18) INTENTIONALLY DELETED
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE # 963 0884
GENERAL PROVISIONS - PAGE THREE
19) INTENTIONALLY DELETED
20) THE SIGNATURES OF ANY PARTY HERETO SHALL BE DEEMED DELIVERED TO COMMERCE
ESCROW COMPANY WHEN ESCROW HOLDER RECEIVES A SIGNED FAX FROM THE SIGNATORY. THE
PARTY SENDING SUCH A FAX SHALL WITFUN A REASONABLE PERIOD OF TIME ITIEREAFTER FOLLOW
UP THE FAX SIGNATURE BY SENDING AN ORIGINALLY EXECUTED COPY OF THE FAXED MATERIAL TO
ESCROW HOLDER. ESCROW HOLDER SHALL HAVE NO LIABILITY AND/OR RESPONSIBILITY TO OBTAIN
SAID ORIGINAL EXECUTED DOCUMENT OF THE FAXED MATERIAL SHOULD SAME NOT HAVE BEEN
RECEIVED BY ESCROW HOLDER. THE PARTIES ARE AWARE THAT THE COUNTY RECORDER'S OFFICE
REQUIRES INK SIGNED ORIGINAL DOCUMENTATION FOR RECORDATION AND MAY HAVE PAPER
QUALITY AND SIZE REQUIREMENTS.
21) INTENTIONALLY DELETED
22) INTENTIONALLY DELETED
23) INTENTIONALLY DELETED
e
f
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 2845700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE # 963 0884
GENERAL PROVISIONS- PAGE FOUR
24) IN THE EVENT THAT TERMS OF THE ESCROW TRANSACTION AS CONTAINED IN ATTACHED
ESCROW INSTRUCTIONS, CONTRACT, OR AGREEMENT, CALL FOR THE INVESTMENT OF DEPOSITED
FUNDS, IT IS HEREBY UNDERSTOOD BY AND BETWEEN THE PRINCIPALS HERETO, THAT SUCH
INVESTMENT SHALL BE IN THE FORM OF A MONEY MARKET INTEREST BEARING ACCOUNT AT
IMPERIAL BANK LOCATED IN COSTA MESA, CALIFORNIA, AFTER BANK CLEARANCE OF CHECK AND
AFTER RECEIPT OF FORM W-99 UNLESS SPECIFICALLY PROVIDED FOR IN WRITING TO THE
CONTRARY. THE NAME OF THE ACCOUNT WILL BE COMMERCE ESCROW CO. AS TRUSTEE FOR THIS
ESCROW FOR THE BENEFIT OF DEPOSITING PARTY. ALL INTEREST ACCRUED THEREON SHALL BE
CREDITED TO THE ACCOUNT OF THE DEPOSITING PARTY AT CLOSE OF ESCROW. IN THE EVENT THE
ESCROW FAILS TO CLOSE, THE INTEREST SHALL BE CREDITED TO THE ACCOUNT OF THE DEPOSITING
PARTY AT CANCELLATION. THE FUNDS WILL NOT BE WITHDRAWN EXCEPT FOR REDEPOSIT INTO
THE `°TRUST" OR "ESCROW "ACCOUNT. IN COMPLIANCE WITH THIS INSTRUCTIONS, THE DEPOSITING
PARTY HANDS YOU HEREWITH FORM W-9 AS REQUIRED BY IMPERIAL BANK. THE DEPOSITING
PARTY IS AWARE THAT ACCOUNT WILL NOT BE OPENED UNTIL ESCROW HOLDER IS IN RECEIPT
OF FULLY COMPLETED AND EXECUTED FOR W-9 FROM DEPOSITING PARTY. FURTHERMORE, IN
THE EVENT DEPOSITING PARTY FAILS TO FURNISH OR DOES NOT HAVE A TAXPAYER IDENTIFICATION
NUMBER, THEN A CERTAIN PORTION OF THE INTEREST ACCRUED ON THE ACCOUNT MAY BE PAID BY
THE BANK TO THE I.R.S. AS BACK-UP WITHHOLDING. (NOTE: IN THE EVENT THE DEPOSITING PARTY
IS NOT A US CITIZEN OR RESIDENT OR IS A FOREIGN CORPORATION, PARTNERSHIP, ESTATE OR TRUST,
THEN THE DEPOSITING PARTY SHOULD REQUEST FROM ESCROW HOLDER AND COMPLETE FORM W-8
IN LIEU OF FORM W-9.)
ALL PARTIES TO THIS TRANSACTION HEREBY ACKNOWLEDGE THEIR UNDERSTANDING THAT
ALL INVESTMENTS MADE THROUGH THIS ESCROW TRANSACTION BY COMMERCE ESCROW
COMPANY MUST BE MADE PURSUANT TO FDIC GUIDELINES AND LIMITATIONS, AS MORE
PARTICULARLY MANDATED BY THE DEPARTMENT OF CORPORATION CODE SECTION 1737 (CCR)
SPECIAL ACCOUNTS. IN ADDITION, ALL PARTIES TO THIS TRANSACTION ACKNOWLEDGE THEIR
FAMILIARITY WITH THE LIMITATION ON PAYMENTS FOR INSURED DEPOSITS IN EXCESS OF
$100,000.00, AS MANDATED BY THE FEDERAL INSURING GOVERNMENTAL AGENCY, AND THE
CUMULATIVE EFFECT OF OTHER ACCOUNTS HELD OR OWNED BY THE DEPOSITING PARTY IN
THE NAMED DEPOSITORY. THE TOTAL LIABILITY OR RESPONSIBILITY OF THE ESCROW HOLDER
IS TO MAKE THE DEPOSIT AS REGULATIONS OF THE DEPOSITORY.
25) INTENTIONALLY DELETED
26) 1 HAVE RECEIVED A COPY OF THESE INSTRUCTIONS AS EVIDENCED BY MY SIGNATURE HEREIN.
END OF GENERAL PROVISIONS-
SUPPORTING
DOCUMENTS
• , ,
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE # 963 0884
THESE LOAN INSTRUCTIONS SUPERSEDE THOSE INSTRUCTIONS DATED OCTOBER 27, 2000
LOAN ESCROW INSTRUCTIONS
DATE:
ESCROW NO.
ESCROW OFFICER:
ESCROW ASSISTANT
November 2, 2000
99-32198
Marleny Martin
Cheryl Wallace
THE ABOVE REFERENCED ESCROW IS OPENED WITH YOU FOR THE PURPOSE OF PROCESSING
THE LOAN AS DESCRIBED IN THE CDBG INFRASTRUCTURE LOAN AGREEMENT DATED MAY 4,
1999:
LENDER: THE CITY OF VERNON
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
BORROWER: SANDBERG FAMILY LLC
3251 EAST SLAUSON AVENUE
VERNON, CA 90058
LOAN AMOUNT: $70,720.00
LETTER OF CREDIT
ESCROW HOLDER IS IN RECEIPT OF THE ORIGINAL IRREVOCABLE STANDBY LETTER OF CREDIT
NUMBER: 3015796 DATED APRIL 20,1999 AND AMENDMENT TO IRREVOCABLE STANDBY LETTER
OF CREDIT NUMBER: 3015796 DATED APRIL 29, 1999, A COPY OF WHICH IS ATTACHED HERETO
AND MADE A PART HEREOF AS `EXHIBIT W. THE CITY OF VERNON "LENDER" HEREBY
ACKNOWLEDGES THEIR APPROVAL OF SAID IRREVOCABLE STANDBY LETTER OF CREDIT AND
AMENDMENT THERETO.
PROMISSORY NOTE:
ESCROW HOLDER IS ALSO IN RECEIPT OF THE (UNDATED) PROMISSORY NOTE, A COPY OF
WHICH IS ATTACHED HERETO AS EXHIBIT "B". ESCROW HOLDER IS AUTHORIZED AND -
INSTRUCTED TO INSERT THE DATE OF MAY 4,1999 ON THE NOTE, EVENTHOUGH SAID NOTE
HAS PREVIOUSLY BEEN EXECUTED, AND THE NOTE SHALL BE DELIVERED TO LENDER,
IMMEDIATELY UPON ESCROW HOLDER'S RECEIPT OF THESE LOAN INSTRUCTIONS.
THERE SHALL BE NO LENDERS POLICY OF TITLE INSURANCE ISSUED THOUGH THIS LOAN
ESCROW AS THERE IS NO REAL PROPERTY BEING ENCUMBERED.
INVESTMENT OF LOAN FUNDS:
NOTWITHSTANDING PREPRINTED INSTRUCTIONS TO THE CONTRARY, YOU WILL PLACE $70,720.00 OF
THE LOAN DEPOSIT INTO A MONEY MARKET INTEREST BEARING ACCOUNT AT IMPERIAL BANK LOCATED
IN COSTA MESA, CALIFORNIA, AFTER S111".I: CLv I L%CE OF CHECK AND AFTER RECEIPT OF FORM W-9
IN ACCORDANCE WITH PARAGRAPH 24 OF THE GENERAL PROVISIONS. ALL INTEREST ACCRUED SHALL
BE PAID TO THE LENDER NAMED HEREIN.
DISBURSEMENTS:
IN ADDITION TO THE INSTRUCTIONS CONTAINED IN PARAGRAPH 1.1-1 OF THE LOAN AGREEMENT,
ESCROW HOLDER WILL DELIVER ALL INVOICES TO THE LENDER FOR APPROVAL PRIOR TO
DISBURSEMENT OF LOAN FUNDS.
PAGE ONE
CONTINUE ON PAGE TWO
'z' b I
r
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-OSSS (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE # 963 0884
LOAN ESCROW INSTRUCTIONS - PAGE TWO
DATE: OCTOBER 27, 2000
ESCROW NO. 99-32198
ESCROW OFFICER MARLENY MARTIN
ESCROW ASSISTANT: CHERYL WALLACE
PERSONAL GUARANTY:
BORROWER SHALL DEPOSIT WITH LENDER OR ESCROW HOLDER (FOR IMMEDIATE DELIVERY
TO LENDER) THE PERSONAL GUARANTY, AS CALLED FOR IN PARAGARPH 3B.
ESCROW HOLDER IS INSTRUCTED TO COMPLY WITH LOAN AGREEMENT WITH THE EXCEPTION
OF THE FOLLOWING PARAGRAPH WHICH ARE AGREEMENTS BETWEEN THE PARTIES
WITH WHICH ESCROW HOLDER HAS NO DUTY:
1 b, 1 c, 1 d, 1 e, 1 f, 1 g, 2, 3. d, 3. e, 3f, 4, 4a. 4b, 4c, 4d, 4e, 4f, 4g, 4h, 4i, 5, 5a, 5b, 5c, 5d,
5e, 5f, 5g, 7, 9, AND 12.
YOU ARE INSTRUCTED TO CHARGE THE ACCOUNT OF THE UNDERSIGNED WITH ALL FEES
INCURRED IN CONNECTION WITH THIS LOAN, INCLUDING WITHOUT LIMITATION, EXPENSES AND
FEES DEDUCTED BY LENDER FROM THE GROSS LOAN PROCEEDS, ESCROW FEE AND
BORROWER'S OUT OF POCKET EXPENSES.
IN THE EVENT THIS TRANSACTION IS NOT CONSUMMATED WITHIN 365 DAYS OF THE DATE
SHOWN ABOVE, THIS TRANSACTION SHALL AUTOMATICALLY CANCEL WITHOUT NEED OF
FURTHER WRITTEN INSTRUCTIONS REQUIRED FROM BORROWER. ESCROW HOLDER SHALL
RETURN ALL DOCUMENTS TO THE PARTIES DEPOSITING SAME AND SHALL DISBURSE
BORROWER'S DEPOSITS, IF ANY, TO BORROWER, LESS CANCELLATION FEES, IF ANY.
YOUR GENERAL PROVISIONS ARE ATTACHED HERETO AND MADE PART HEREOF AND HAVE
BEEN READ AND APPROVED BY THE UNDERSIGNED.
LENDER:
The City of Vernon
BY' c s��
L nis C. Malburg, Mayor
Attest:
Bruce V. Malkenhorst, City Clerk
�r
Eduardo Olivo, City Attorney
SANDBERG FAMILY LLC, a
limited liability company
BY:
William H. Sandberg
TITLE:
BY:
John A. Sandberg
TITLE:
PAGE TWO
v
io
,
DATE: APRIL 20, 1999'
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3015796
BENEFICIARY
CITY OF VERNON APPLICANT
4305 SANTA FE AVENUE SANDBERG FAMILY LLC
VERNON, CA 90058 3251 E SLAUSON AVENUE
LOS ANGELES CA 90058
PAGE: 1
AMOUNT
USD 85,186.43
EIGHTY FIVE THOUSAND ONE HUNDRED
EIGHTY SIX AND 43/1001S US DOLLARS
EXPIRATION
DECEMBER 31, 2001 AT OUR COUNTERS
WE 'HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF
CREDIT NUMBER 3015796 WHICH IS AVAILABLE WITH BANK OF AMER.ICA NT & SA
BY SIGHT PAYMENT OF THE DOCUMENTS DETAILED HEREIN:
1. THIS ORIGINAL LETTER OF CREDIT.
2. A LETTER PURPORTEDLY SIGNED BY THE CITY ADMINISTRATOR OF THE CITY
OF VERNON CERTIFYING THAT SANDBERG FAMILY LLC HAS FAILED TO PERFORM
AS REQUIRED UNDER THE CDBG INFRASTRUCTURE LOAN AGREEMENT DATED APRIL
22, 1999 BY AND BETWEEN THE CITY OF VERNON AND SANDBERG FURNITURE,
INC. AND THAT THE AMOUNT DRAWN COVERS 100 PERCENT OF THE UNPAID
PRINCIPAL AND INTEREST DUE AND OWING TO SAID CITY UNDER SAID
AGREEMENT.
WE HEREBY ENGAGE,WITH YOU THAT DOCUMENTS PRESENTED IN COMPLIANCE WITH
THE TERMS OF THIS LETTER OF CREDIT WILL BE D
PRESENTATION TO US. ULY HONORED UPON
THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE
FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE PUBLICATION NO. 500.
IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS
TRANSACTION, PLEASE CALL 213-345-6630.
ETHE ----- ------
ICNAmLAUTHORIZED GN� U
THIS DOCUMENT CONSISTS OF 1 pAGE(S).
JEFFERSON f, NUEL LOPEZ
EXHIBIT "An
A - 1
Bank of Amerka NUSA Trade OPeraticne Center 566$
333 SOuth Beaudry Avenue, 19th Fir., loe Angeles CA 90Qt7
CABLE ADDRESS Telex MC187652 BANKAMER SFO 0 SWIFT ADDRESS BOFAUSSS
0 RW/d d PIW
DATE: APRIL 29 1999
AMENDMENT TO IRREVOCABLE STANDBY CREDIT NUMBER: 3015796
AMENDMENT NUMBER 1
BENEFICIARY
CITY OF 'VERNON
4305 SANTA FE AVENUE
VERNON, CA 90058
APPLICANT
SANDBERG FAMILY LLC
3251 E SLAUSON AVENUE
LOS ANGELES CA 90058
PAGE: 1
THIS AMENDMENT IS TO BE CONSIDERED AN INTEGRAL PART OF THE ABOVE CREDIT
AND MUST BE ATTACHED THERETO.
THE ABOVE MENTIONED CREDIT IS AMENDED AS FOLLOWS:
THE EXPIRATION DATE IS AMENDED TO: JANUARY 31, 2002.
UNDER DOCUMENT -NUMBER 2 DATE NOW READS: "MAY 4, 199911
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
IF YOU REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDI THIS
AMENDM�NT, PLEASE CALL 213-345-6630.
A OR SIGNATURE YAUT N T-------
THIS DOCUMENT CONSIS),
CHERYL JEFFERSON Mia Gonzalez
EXHIBIT, "A"
A - 2
Bank of America NTBSA Trade Open ftw Center S555
333 South Beaudry Avenue, 19th Flr„ LOe Angeles, CA 90017 A ftow P-w
CABLE ADDRESS: Telex MCI 67659 BANKAMER SFO • SWIFT ADDRESS BOFAUSeS CORR-1041A 1e-95 (ReprWA 8.96)
PROMISSORY NOTE
Principal amount: $70,720.00 Date: _ _ — — _
do or before December 1, 2001, for value received, the
undersigned ( "Maker") promise (s) to pay to Casty of Vernon
("Payee"), or to order, at 4305 Santa Pe.Aveaus, Vernon, CA
90.058-0905, or such other place as the holder of this Note
("Holder") may,from time to time designate in writing, the
principal sum of SeveUty Thousand Seven Rundred Twenty Dollars
and No cents $70,720.00, with interest on the unpaid principal
balance of this mote, from the date of this Note until this Note
is paid in full, at the rate of seven percent (7%) per year.
Accrued interest shall be computed on the basis of a
360-day year, based on the actual number of days elapsed.
Maker may prepay this Note, without premium or penalty.
No prepayment shall extend or postpone the due date or change the
amount of any subsequent payment.
This Note shall become immediately due and payable, at
Holder's option, without notice, demand, or presentment, and
regardless of any prior forbearance, on the occurrence of any of
the following events:
(a) the filing of a petition in bankruptcy by, or the
initiation of any proceeding under any bankruptcy or insolvency
Laws against, the Maker;
(b) the making of a general assignment for the benefit
of creditors by Maker;
(c) Maker's or any guarantors default under any
agreement or instrument executed in connection with this Note;
(d) Maker's default under any other promissory note
executed by Maker in favor of Holder; or
(e) revocation of any guaranty of this Note by any
guarantor.
No delay or omission by Holder in exercising any right
or remedy under this Note, or any other agreement executed in
connection with this Note, shall operate as a waiver of the
future exercise of that aright or remedy or of any other rights or
remedies under this Note or any other agreement executed in
connection with this Note. To the extent permitted by law, Maker
waives the right,, in any action on this Note., to assert that the
action was not commenced within the time required by law for
Page 1 of 2
EXHIBIT "B"
B - 1
commencement of the action. All rights of 'Holder stated in this
Note are cumulative and in addition to all other rights provided
by law, in equity, or in any agreement executed in connection
with this Note.
SANDBERG FAMILY, _ LI�C
By.
(signature
(Name)
Title:_ Am�
Page 2 of 2
EXHIBIT "B"
B -- 2
=1:=C
COMMERCE ESCROW COMPANY
1545 Wilshire,Blvd.,.Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE # 963 0884
GENERAL PROVISIONS - PAGE ONE
1) TIME IS OF THE ESSENCE OF THESE INSTRUCTIONS. IN THE EVENT THAT THE CONDITIONS OF THIS
ESCROW HAVE NOT BEEN COMPLIED WITH AT THE EXPIRATION OF THE TIME PROVIDED FOR HEREIN,
YOU ARE INSTRUCTED TO COMPLETE THE SAME AT THE EARLIEST POSSIBLE DATE THEREAFTER,
UNLESS WE OR EITHER OF US HAVE MADE WRITTEN DEMAND UPON YOU FOR THE RETURN OF THE
MONEY AND/OR INSTRUMENTS DEPOSITED BY EITHER OF US, IN WHICH CASE YOU MAY WITHHOLD
AND STOP ALL FURTHER PROCEEDINGS IN THIS ESCROW, WITHOUT LIABILITY FOR INTEREST ON
FUNDS HELD OR FOR DAMAGES, UNTIL MUTUAL CANCELLATION INSTRUCTIONS BY ALL PARTIES
SHALL HAVE BEEN DEPOSITED IN THIS ESCROW. WHEREUPON YOU ARE THEN INSTRUCTED TO
DISBURSE THE ESCROWED FUNDS AND INSTRUMENTS ACCORDINGLY, LESS YOUR PROPER CHARGES,_
OR YOU MAY RETURN ALL FUNDS AND/OR INSTRUMENTS, LESS YOUR PROPER CHARGES TO THE
RESPECTIVE PARTIES HERETO, AND THIS ESCROW SHALL WITHOUT FURTHER NOTICE, BE
CONSIDERED TERMINATED.
2) ALL PRORATIONS AND ADJUSTMENTS ARE TO BE MADE ON A BASIS OF A 30 DAY MONTH AND
"CLOSE OF ESCROW " WITH REFERENCE TO SAID PRORATIONS AND ADJUSTMENTS SHALL BE THE DAY
THE INSTRUMENTS OF CONVEYANCE CALLED FOR HEREIN ARE RECORDED OR FILED.
3) UNLESS OTHERWISE INSTRUCTED IN WRITING PRIOR THEREOF, ALL DISBURSEMENTS OF FUNDS
AND/OR INSTRUMENTS OF THIS ESCROW SHALL BE BY UNITED STATES MAIL TO THE DESIGNATED
PARTIES IN ACCORDANCE WITH THESE ESCROW INSTRUCTIONS, AT THEIR RESPECTIVE ADDRESS
SHOWN HEREIN.
4) INTENTIONALLY DELETED.
5) ESCROW HOLDER IS AUTHORIZED AND DIRECTED TO DEPOSIT ANY AND ALL FUNDS PLACED IN
THIS ESCROW IN AN "ESCROW TRUST ACCOUNT" WITH ANY STATE OR NATIONAL BANK IN THE NAME
OF YOUR COMPANY PENDING THE COMPLETION OF THIS ESCROW. ALL DISBURSEMENTS SHALL BE
MADE BY CHECK OF YOUR COMPANY ON SAID ACCOUNT.
6) INTENTIONALLY DELETED
7) ESCROW HOLDER IS AUTHORIZED TO DESTROY OR OTHERWISE DISPOSE OF ANY AND ALL
DOCUMENTS, PAPERS, INSTRUCTIONS, CORRESPONDENCE AND OTHER MATERIAL PERTAINING TO
THIS ESCROW AT THE EXPIRATION OF FIVE YEARS FROM THE DATE OF THE CLOSE OF ESCROW OR
THE CANCELLATION OF THIS ESCROW, WITHOUT LIABILITY AND WITHOUT FURTHER NOTICE TO THE
PARTIES HERETO.
8) INTENTIONALLY DELTED
9) THE PARTIES HERETO JOINTLY AND SEVERALLY AGREE THAT IN THE EVENT OF CANCELLATION
THEY SHALL PAY YOU A SUM SUFFICIENT TO PAY FOR ANY EXPENSES WHICH YOU MAY HAVE
INCURRED PURSUANT TO THESE INSTRUCTIONS AND A REASONABLE CANCELLATION FEE FOR
SERVICES RENDERED BY YOU. SAID EXPENSES AND FEES SHALL BE DEPOSITED IN ESCROW BEFORE
CANCELLATION IS EFFECTIVE.
THEY FURTHER AGREE THAT SAID CHARGES MAY BE APPORTIONED TO THEM IN A MANNER WHICH
YOU CONSIDER EQUITABLE AND THAT YOUR DECISION IN THAT REGARD WILL BE BINDING AND
CONCLUSIVE UPON THEM. UNLESS OTHERWISE INSTRUCTED IN WRITING BY THIRD PARTIES
DEPOSITING FUNDS INTO THIS ESCROW FOR THE BENEFIT OF THE PARTIES HERETO, SUCH FUNDS
DEPOSITED BY SAID THIRD PARTIES SHALL BE RETURNED TO THE PARTY DJEPOSITING SAME IN THE
EVENT OF SUCH CANCELLATION.
10) IF CONFLICTING DEMANDS ARE MADE ON YOU OR NOTICE IS SERVED UPON YOU IN CONNECTION
HEREWITH OR ANY LEGAL ACTION IS TAKEN IN CONNECTION WITH THIS ESCROW, YOU SHALL NOT
BE REQUIRED TO DETERMINE THE SAME OR TAKE ANY ACTION IN THE PREMISES, BUT MAY
WITHHOLD AND STOP ALL FURTHER PROCEEDINGS WITHOUT LIABILITY THEREFORE, OR YOU MAY
FILE SUIT IN INTERPLEADER OR FOR DECLARATORY RELIEF.
Z-cs
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE # 963 0884
GENERAL PROVISION - PAGE TWO
IF YOU ARE REQUIRED TO RESPOND TO ANY LEGAL SUMMONS OR PROCEEDINGS OR IF ANY ACTION
IN INTERPLEADER OR DECLARATORY RELIEF IS BROUGHT BY YOU, WE JOINTLY AND SEVERALLY
AGREE TO PAY ALL COSTS, EXPENSES AND REASONABLE ATTORNEY'S FEES EXPENDED OR INCURRED
BY YOU AND A LIEN IS HEREBY CREATED IN YOUR COMPANY'S FAVOR TO COVER SAID ITEMS. WE
AGREE TO SAVE YOU HARMLESS AS ESCROW HOLDER HEREUNDER FROM ALL LOSS AND EXPENSE,
INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS BY REASON OF ANY ACTION, LEGAL
OR OTHERWISE WHICH MAY IN ANY WAY ARISE OUT OF THIS ESCROW, BEFORE OR AFTER CLOSING
OR CANCELLATION, NOTWITHSTANDING ANYTHING IN THESE INSTRUCTIONS TO THE CONTRARY.
11) YOU ARE FURTHER AUTHORIZED AND INSTRUCTED TO REMIT ALL THE FUNDS BY YOUR CHECK
TO THE PARTIES DEPOSITING SAME IN THIS ESCROW, IF THIS ESCROW IS NOT CONSUMMATED,
UNLESS SPECIFICALLY INSTRUCTED IN WRITING TO THE CONTRARY, BY THE PARTY DEPOSITING
SAME.
12) IN THE EVENT IT MAY BE NECESSARY OR PROPER FOR THE CONSUMMATION OF THIS ESCROW,
YOU ARE AUTHORIZED TO DEPOSIT OR HAVE DEPOSITED FUNDS OR DOCUMENTS, OR BOTH, WITH
ANY BANK, TRUST COMPANY, TITLE COMPANY, SAVINGS AND LOAN ASSOCIATION, BUILDING AND
LOAN ASSOCIATION, INDUSTRIAL LOAN COMPANY, CREDIT UNION, ADMITTED INSURER, OR.
LICENSED ESCROW AGENT, SUBJECT TO YOUR ORDER PURSUANT TO CLOSING THIS ESCROW AND
SUCH DEPOSIT SHALL BE DEEMED A DEPOSIT IN ACCORDANCE WITH THE TERMS OF THESE
INSTRUCTIONS.
13) MY SIGNATURE ON ALL INSTRUMENTS AND INSTRUCTIONS PERTAINING TO THIS ESCROW
INDICATES MY UNCONDITIONAL ACCEPTANCE AND APPROVAL OF SAME.
14) INTENTIONALLY DELETED
15) THE BORROWER IS OBTAINING A LOAN AND DURING THE PENDENCY OF THIS ESCROW, YOU ARE
AUTHORIZED TO FURNISH THE LENDER, AND/OR ATTORNEY (IF APPLICABLE) OR ANYONE OPERATING
ON THEIR BEHALF, ANY INFORMATION CONCERNING THIS ESCROW, INCLUDING BUT NOT LIMITED TO
A COPY OR A CERTIFIED COPY OF THE ESCROW INSTRUCTIONS AND ANY AMENDMENTS THERETO,
UPON REQUEST.
16) INTENTIONALLY DELETED
17) THESE INSTRUCTIONS MAY BE EXECUTED IN COUNTERPARTS, ALL OF WHICH WHEN TAKEN
TOGETHER SHALL BE DEEMED TO BE THE INSTRUMENT.
18) INTENTIONALLY DELETED
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE # 963 0884
GENERAL PROVISIONS - PAGE THREE
19) INTENTIONALLY DELETED
20) THE SIGNATURES OF ANY PARTY HERETO SHALL BE DEEMED DELIVERED TO COMMERCE
ESCROW COMPANY WHEN ESCROW HOLDER RECEIVES A SIGNED FAX FROM THE SIGNATORY. THE
PARTY SENDING SUCH A FAX SHALL WITHIN A REASONABLE PERIOD OF TIME THEREAFTER FOLLOW
UP THE FAX SIGNATURE BY SENDING AN ORIGINALLY EXECUTED COPY OF THE FAXED MATERIAL TO
ESCROW HOLDER. ESCROW HOLDER SHALL HAVE NO LIABILITY AND/OR RESPONSIBILITY TO OBTAIN
SAID ORIGINAL EXECUTED DOCUMENT OF THE FAXED MATERIAL SHOULD SAME NOT HAVE BEEN
RECEIVED BY ESCROW HOLDER. THE PARTIES ARE AWARE THAT THE COUNTY RECORDER'S OFFICE
REQUIRES INK SIGNED ORIGINAL DOCUMENTATION FOR RECORDATION AND MAY HAVE PAPER
QUALITY AND SIZE REQUIREMENTS.
21) INTENTIONALLY DELETED
22) INTENTIONALLY DELETED
23) INTENTIONALLY DELETED
'Z7- �S •
EC=:Cl
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE # 963 0884
GENERAL PROVISIONS - PAGE FOUR
24) IN THE EVENT THAT TERMS OF THE ESCROW TRANSACTION AS CONTAINED IN ATTACHED
ESCROW INSTRUCTIONS, CONTRACT, OR AGREEMENT, CALL FOR THE INVESTMENT OF DEPOSITED
FUNDS, IT IS HEREBY UNDERSTOOD BY AND BETWEEN THE PRINCIPALS HERETO, THAT SUCH
INVESTMENT SHALL BE IN THE FORM OF A MONEY MARKET INTEREST BEARING ACCOUNT AT
IMPERIAL BANK LOCATED IN COSTA MESA, CALIFORNIA, AFTER BANK CLEARANCE OF CHECK AND
AFTER RECEIPT OF FORM W-9, UNLESS SPECIFICALLY PROVIDED FOR IN WRITING TO THE
CONTRARY. THE NAME OF THE ACCOUNT WILL BE COMMERCE ESCROW CO. AS TRUSTEE FOR THIS
ESCROW FOR THE BENEFIT OF DEPOSITING PARTY. ALL INTEREST ACCRUED THEREON SHALL BE
CREDITED TO THE ACCOUNT OF THE DEPOSITING PARTY AT CLOSE OF ESCROW. IN THE EVENT THE
ESCROW FAILS TO CLOSE, THE INTEREST SHALL BE CREDITED TO THE ACCOUNT OF THE DEPOSITING
PARTY AT CANCELLATION. THE FUNDS WILL NOT BE WITHDRAWN EXCEPT FOR REDEPOSIT INTO
THE'TRUST" OR "ESCROW " ACCOUNT. IN COMPLIANCE WITH THIS INSTRUCTIONS, THE DEPOSITING
PARTY HANDS YOU HEREWITH FORM W-9 AS REQUIRED BY IMPERIAL BANK. THE DEPOSITING
PARTY IS AWARE THAT ACCOUNT WILL NOT BE OPENED UNTIL ESCROW HOLDER IS IN RECEIPT
OF FULLY COMPLETED AND EXECUTED FOR W-9 FROM DEPOSITING PARTY. FURTHERMORE, IN
THE EVENT DEPOSITING PARTY FAILS TO FURNISH OR DOES NOT HAVE A TAXPAYER IDENTIFICATION
NUMBER, THEN A CERTAIN PORTION OF THE INTEREST ACCRUED ON THE ACCOUNT MAY BE PAID BY
THE BANK TO THE I.R.S. AS BACK-UP WITHHOLDING. (NOTE: IN THE EVENT THE DEPOSITING PARTY
IS NOT A US CITIZEN OR RESIDENT OR IS A FOREIGN CORPORATION, PARTNERSHIP, ESTATE OR TRUST,
THEN THE DEPOSITING PARTY SHOULD REQUEST FROM ESCROW HOLDER AND COMPLETE FORM W-8
IN LIEU OF FORM W-9.)
ALL PARTIES TO THIS TRANSACTION HEREBY ACKNOWLEDGE THEIR UNDERSTANDING THAT
ALL INVESTMENTS MADE THROUGH THIS ESCROW TRANSACTION BY COMMERCE ESCROW
COMPANY MUST BE MADE PURSUANT TO FDIC GUIDELINES AND LIMITATIONS, AS MORE
PARTICULARLY MANDATED BY THE DEPARTMENT OF CORPORATION CODE SECTION 1737 (CCR)
SPECIAL ACCOUNTS. IN ADDITION, ALL PARTIES TO THIS TRANSACTION ACKNOWLEDGE THEIR
FAMILIARITY WITH THE LIMITATION ON PAYMENTS FOR INSURED DEPOSITS IN EXCESS OF
$100,000.00, AS MANDATED BY THE FEDERAL INSURING GOVERNMENTAL AGENCY, AND THE
CUMULATIVE EFFECT OF OTHER ACCOUNTS HELD OR OWNED BY THE DEPOSITING PARTY IN
THE NAMED DEPOSITORY. THE TOTAL LIABILITY OR RESPONSIBILITY OF THE ESCROW HOLDER
IS TO MAKE THE DEPOSIT AS REGULATIONS OF THE DEPOSITORY.
25) INTENTIONALLY DELETED
26) I HAVE RECEIVED A COPY OF THESE INSTRUCTIONS AS EVIDENCED BY MY SIGNATURE HEREIN.
END OF GENERAL PROVISIONS-
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro -Tern
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
December 12, 2000
Ms. Marleny Martin
Sr. Escrow Officer
Commerce Escrow Company
1545 Wilshire Blvd., Suite 600
Los Angeles, CA 90017
EDUARDO OLiVO
City Attorney
FAX: (562)927--8722
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
DAVE TELFORD
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
Re: Escrow Number 99-32198-MA
Community Development Block Grant for the Alcoa Project
Lender: The City of Vernon
Borrower: Sandberg Family LLC
Dear Ms. Martin:
As you know, the total loan amount for the above -reference Project is
$70,720.00. The City has received invoices from the Borrower evidencing
material, services and/or labor provided in connection with this Project
for the City's consideration.
The City has approved invoices totaling $70,720.00 and hereby authorizes
disbursement of $70,720.00 in the form of a two-party check payable to the
Borrower and Contractor, Kendrick Construction.
If you have any questions or need further clarification, please call
Eduardo Olivo, City Attorney, at ext. 310.
Sincerely,
City of Vernon
�CQ. 410-,-Ug
Gloria J. Orosco
Chief Deputy City Clerk
GJO:mt
cc: S. Johnson
E. Olivo
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
December 12, 2000
Ms. Marleny Martin
Sr. Escrow Officer
Commerce Escrow Company
1545 Wilshire Blvd., Suite 600.
Los Angeles, CA 90017
EDUARDO OLIVO
City Attorney
FAX: (562) 927-8722
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
DAVE TELFORD
Fire Chief
FAX: (323) 581-1385
BRUCE W OLSON
Police Chief
FAX: (323) 583-5236
Re: Escrow Number 99-32198-MA
Community Development Block Grant for the Alcoa Project
Lender: The City of Vernon
Borrower: Sandberg Family LLC
Dear Ms. Martin:
As you know, the total loan amount for the above -reference Project is
$70,720.00. The City has received invoices from the Borrower evidencing
material, services and/or labor provided in connection with this Project
for the City's consideration.
The City has approved invoices totaling $70,720.00 and hereby authorizes
disbursement of $70,720.00 in the form of a two-party check payable to the
Borrower and Contractor, Kendrick Construction.
If you have any questions or need further clarification,
Olivo, City!le.Attorney, at ext. 310.
Sincerely,
City of Vernon
Gloria J. Orosco
Chief Deputy City Clerk
GJO:mt
CC: S. Johnson
E. Olivo
�UA4
please call
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro—Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
November 7, 2000
Mr. Bruce V. Malkenhorst
City Administrator/City Clerk
4305 Santa Fe Avenue
Vernon, California 90058
EDUARDO OLIVO
City Attorney
FAX: (562) 927-8722
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
Re: CDBG Loan to Sandberg Family LLC - Loan Escrow
Instructions
Dear Bruce:
DAVE TELFORD
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
Enclosed are two duplicate original Escrow Loan Instructions
dated November 2, 2000, which supersedes the October 27, 2000
Instructions attached to my letter of November 2, 2000.
I have reviewed the November 2, 2000 Escrow Loan Instructions
and believe the Instructions as revised are ready for execution.
Please note that Page One of the Loan Escrow Instructions as well as
General Provision Pages One through Four need to be initialed by the
Mayor and the City Clerk.
I have also reviewed the memo dated November 6, 2000 from Chris
Romero to Kevin Wilson respecting the disbursement of funds and
concur with his recommendation.
Also enclosed is a draft letter to Commerce Escrow Company
respecting the disbursement of funds.
Please call me if you have any questions regarding this matter.
Sincerely,
Eduardo Olivo
City Attorney
EO:jl
Enclosures - Loan Escrow Instructions and Draft Letter
SAMPLE LETTER TO DISBURSE FUNDS
[date]
Ms. Marleny Martin
Sr. Escrow Officer
Commerce Escrow Company
1545 Wilshire Blvd., Suite 600
Los Angeles, CA 90017
Re: Escrow Number 99-32198-MA
Community Development Block Grant for the Alcoa Project
Lender: The City of Vernon
Borrower: Sandberg Family LLC
Dear Ms. Martin:
As you know, the total loan amount for the above -referenced Project is
$70,720.00. The City has received invoices from the Borrower evidencing
material, services and/or labor provided in connection with this Project for the
City's consideration.
The City has approved invoices totaling $70,720.00 and hereby authorizes
disbursement of $70,720.00 in the form of a two-party check payable to the
Borrower and the Contractor, Kendrick Construction.
If you have any questions or need further clarification, please call ��
Ic
COMMERCE ESCROW COMPANY
1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017
(213) 484-0855 (310) 284-5700
Fax (213) 484-0417
COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS
STATE OF CALIFORNIA, LICENSE # 963 0884
November 3, 2000
The City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Chris Romero
Via Fax: 323 5817924 with Hard Copy to follow by Messenger
Anita Aviles
City Attorney's Office
Via Fax: 562 927 8722
Sandberg Family LLC
3251 East Slauson Avenue
Vernon, CA 90058
William H. Sandberg and John A. Sandberg
Via Fax: 323 589 5507 and Hard Copy to follow by Messenger
Re: Escrow Number 99-32198-MA
Community Development Block Grant for the Alcoa Project
Lender: The City of Vernon
Borrower: Sandberg Family LLC
Loan amount $70,720.00
Thank you for giving Commerce Escrow Company the opportunity of processing the loan transaction by
and between the parties named hereinabove. On May 5,1999 escrow holder received a copy of the fully
executed CDBG Infrastructure Loan Agreement, hereinafter the "Agreement, dated May 4,1999 signed
by Sandberg Family LLC and the City of Vernon
Enclosed please find the REVISED Loan Escrow Instructions dated 11/2/00 with the same substantial
information that was provided on my letter dated August 2,1999 with one correction made as to the identy
of the Lender.
Borrower: PLEASE PROVIDE THE SIGNED PERSONAL GUARANTY FORM.
Please sign and return these instructions and provide loan funds at your earliest convenience.
Sincerely
ar eny a n
Sr. Escrow Officer
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator / City Clerk
FAX (323) 581-7924
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
December 12, 2000
Ms. Marleny Martin
Sr. Escrow Officer
Commerce Escrow Company
1545 Wilshire Blvd., Suite 600
Los Angeles, CA 90017
EDUARDO OLIVO
City Attorney
FAX: (562) 927-8722
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 588-2761
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
DAVE TELFORD
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
Re: Escrow Number 99-32198-MA
Community Development Block Grant for the Alcoa Project
Lender: The City of Vernon
Borrower: Sandberg Family LLC
Dear Ms. Martin:
As you know, the total loan amount for the above -reference Project is
$70,720.00. The City has received invoices from the Borrower evidencing
material, services and/or labor provided in connection with this Project
for the City's consideration.
The City has approved invoices totaling $70,720.00 and hereby authorizes
disbursement of $70,720.00 in the form of a two-party check payable to the
Borrower and Contractor, Kendrick Construction.
If you have any questions or need further clarification, please call
Eduardo Olivo, City Attorney, at ext. 310.
Sincerely,
City of Vernon
�Cccz. 1�I.,
Gloria J. Orosco
Chief Deputy City Clerk
GJO:mt
cc: S. Johnson
E. Olivo
CITY COUNCIL
LEONIS C. MALBURG J
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST CITY Y HALL
City Administrator / City Clerk 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
FAX (323) 581-7924 TELEPHONE (323) 583-8811
November 13, 2000
City Council
City of Vernon
Honorable Members:
UARDO OLIVO
City Attorney
X: (562) 927-8722
4
KE IN WILSON
of Co unity Services & Water
FA : (323) 588-2761
NETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 583-1983
DAVE TELFORD
Fire Chief
FAX: (323) 581-1385
BRUCE W. OLSON
Police Chief
FAX: (323) 583-5236
The City Council adopted Resolution No. 7322 on May 4, 1999, approving
the loan application submitted by Sandberg Family LLC (Sandberg)
requesting a maximum of $70,720.00 in State CDBG funds and approving
the execution of a CDBG Infrastructure Loan Agreement with Sandberg
pursuant to the 96-EDBG-471 Vernon Infrastructure Loan Program. A
memo from Chris Romero dated October 26, 2000, indicated that the
final review of all the invoices had been completed and that Sandberg
had nearly completed its escrow requirement. The invoices submitted
by Kendrick Construction totaled $121,210.04 of which $96,968.03 of
the off -site improvements qualify for reimbursement according to the
City's CDBG guidelines.
The City Attorney has reviewed the final Loan Escrow Instructions
dated November 3, 2000 from Commerce Escrow Company and it is hereby
recommended that the Loan Escrow Instructions be executed ands
reimbursed the maximum amount allowed from the CDBG Program.
Very truly yours,
Bruce V. Malkenhorst
City Administrator/City Clerk
BVM/ng
C
Memo
To: Kevin Wilson, Director of Community Services & Water
Chris Romero, Administrative Aide
From: Anita Aviles for Eduardo Olivo, City Attorney
Date: 11 /02/00
Re: CDBG Loan to Sandberg Family LLC
As you know, the City Council adopted Resolution No. 7322 on May 4,
1999 approving the loan application submitted by Sandberg Family LLC.
("Sandberg") and approving the execution of a CDBG Infrastructure Loan
Agreement with Sandberg pursuant to the 96-EDBG-471 Vernon
Infrastructure Loan Program. Section 1.i of the Agreement indicates that the
escrow will close when all loan funds are disbursed or when the project is
completed.
By letter dated April 13, 2000, Chris has indicated that the off -site
improvements at 5233 Alcoa Avenue were completed and by his memo dated
October 26, 2000, he indicated that the final review of all the invoices has
been completed and that Sandberg has nearly completed its escrow
requirements.
have reviewed the draft Loan Escrow Instructions dated October 27,
2000 from Commerce Escrow Company. Please note the following:
1. Pursuant to Section 1.h of the Agreement, the invoices need to be
sent to Madeny Martin at Commerce Escrow;
2. Marleny Martin will obtain a personal guarantee from Sandberg;
and
Y
f'
3. The October 26, 2000 memo from Chris indicates that Sandberg
will receive $5,455.13 representing the City's matching 20%. However,
Resolution No. 7322 adopted on May 4, 1999, states in Section 7 that the
matching funds cannot exceed $3,430. Consequently, this is the maximum
amount that can be paid to Sandberg.
If you have any questions, please contact our office.
• Page 2
City Administrator's Office
November 6, 2000
TO: Kevin Wilson, Director of Community Services & Water
CA/ -
FROM: Chris Romero, Administrative Aide
SUBJECT: CDBG FUNDING AMOUNTS/SANDBERG FAMILY, LLC
Sandberg Family, LLC is nearing completion of all escrow
requirements. In addition a final review of all invoices has
been completed for the new Sandberg operation located at 5685
Alcoa Avenue. The invoices as submitted by Kendrick
Construction totaled $121,210.04. A review of the CDBG
guidelines identify that various improvements are eligible and
can be paid for with State CDBG funds. (Please see attachment
for said breakdown of improvements).
The invoices reflect that $96,968.03 of the off -site
improvements qualify for reimbursement of CDBG funds under the
City's CDBG guidelines. As set forth in the loan agreement
dated May 4, 1999, and approved through Resolution No. 7322,
Sandberg Family, LLC requested up to $70,720 in State CDBG
funds and is eligible to receive the maximum requested.
In addition, some of the off -site improvements also
qualify under "City -owned Water and Power Utility Relocation
and Traffic Signalization Invoices reflect that $5,455.13
of these improvements qualify for a city match. As set forth
in the Resolution No. 7322, Section 7, the city matching funds
cannot exceed $3,430.00. Anita Aviles, has sent a memo on
11/2/00 addressing this issue.
r�
es
The city match ($3, 43Q) was based on the original
estimates for'off-sites improvements that were submitted by °`' fs.
Sandberg tam ly, LLC.
The city match will be paid from the following account:
$3,430.00 #055-551-8000-5880
As required by the State CDBG guidelines, Sandberg
Family, LLC has hired the necessary Target Income Group (TIG)
jobs. These jobs satisfy federal requirements for use of CDBG
funds.
Upon approval by the City Attorney's office, it is
recommended that Sandberg Family, LLC receive $70,720.00 from
CDBG Fund 017 and $3,430.00 in City funds. When each check is
disbursed it should be payable to both Sandberg Family, LLC
and Kendrick Construction.
Please let me know if you have any questions.
Cc: E. Olivo
G. Orosco
S. Johnson
K. De Dario
C:\cdbg\SandbergBreakdownCityLevRev