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Resolution No. 76701 T 1 2 3 4 5 6 7 Eo 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I F RESOLUTION NO. 7670 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CERTIFICATE OF ACCEPTANCE AND LOAN ESCROW INSTRUCTIONS DATED NOVEMBER 13, 2000 RESPECTING A STATE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) LOAN TO RRR REAL ESTATE LLC WHEREAS, on May 4, 1999, the City Council of the City of Vernon adopted Resolution No. 7324 approving the loan application submitted by RRR Real Estate LLC ("RRR") concerning public infrastructure improvements at 5151 Alcoa Avenue and approving the execution of a CDBG Infrastructure Loan Agreement ("Agreement") with RRR 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, the City of Vernon has been notified that the off - site improvements at 5151 Alcoa Avenue have been completed; and WHEREAS, according to the Agreement, the City will loan RRR One Hundred Eighty -Seven Thousand Three Hundred Sixty -Two Dollars and No Cents ($187,362.00), subject to certain conditions; and WHEREAS, RRR has provided invoices from its contractor evidencing materials, services or labor provided in connection with the project approved by the City; and WHEREAS, the City's staff has completed a final review of all the invoices concerning said improvement and has determined that RRR is eligible to receive One Hundred Thirty -Two Thousand Six Hundred Three Dollars and Ninety -Six Cents ($132,603.96); and t ' 1 1 WHEREAS, according to Section l.i of the Agreement, the 2 unused balance is to be refunded to the City; and 3 WHEREAS, pursuant to Resolution No. 7324, the City 4 Administrator was authorized to expend up to $16,190 from the 5 appropriate City funds as and for the City's matching share for this 6 project; and 7 WHEREAS, RRR is eligible to receive Five Thousand Eight 8 Hundred Twenty -Two Dollars and Sixty Cents ($5,822.60) as the City's 9 matching share; and 10 WHEREAS, RRR has complied with the Target Income Group hiring 11 requirements and must provide a personal guarantee to the Escrow 12 Officer; and 13 WHEREAS, the Escrow Officer is permitted to close this 14 transaction after all conditions in the escrow instructions have been 15 satisfied; and 16 WHEREAS, the City of Vernon desires to execute an acceptance 17 of the Deed of Trust with Assignment of Rents dated May 4, 1999 and 18 escrow instructions to implement the Agreement and disburse funds in 19 accordance with its Infrastructure Loan Program. 20 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 21 CITY OF VERNON AS FOLLOWS: 22 SECTION 1: The City Council of the City of Vernon hereby 23 finds and determines that the recitals contained hereinabove are true 24 and correct. 25 SECTION 2: The City Council of the City of Vernon hereby 26 approves the Certificate of Acceptance and Loan Escrow Instructions 27 dated November 13, 2000, a copy of which is attached hereto as Exhibit 28 "A" and made a part hereof. 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute the Certificate of Acceptance and Loan Escrow Instructions for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send the executed Loan Escrow Instructions and deposit the loan funds in the amount of One Hundred Eighty -Seven Thousand Three Hundred Sixty -Two Dollars and No Cents ($187,362.00), in accordance with the CDBG Infrastructure Loan JAgreement to: Commerce Escrow Company Attn: Marleny Martin, Sr. Escrow Officer 1545 Wilshire Blvd., Suite 600 Los Angeles, California 90017 SECTION 5: The City Council of the.City of Vernon hereby authorizes the deposit into escrow of One Hundred Eighty -Seven Thousand Three Hundred Sixty -Two Dollars and No Cents ($187,362.00) and the release of One Hundred Thirty -Two Thousand Six Hundred Three Dollars and Ninety -Six Cents ($132,603.96) to RRR, and the unused balance may be used to pay the charges and fees of the escrow agent, and the remaining sum, if any, shall be refunded to the City and credited to RRR as a payment of the principal on the note. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to release the amount of Five Thousand Eight Hundred Twenty -Two Dollars and Sixty Cents ($5,822.60) from the appropriate City funds as and for the City's matching share for this project in accordance with the CDBG Infrastructure Loan Agreement. - 3 - 0 1 2 3 4 5 6 7 81 9' 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 7: 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 EONIS C. MALB Mayor - 4 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon,'do hereby certify that the foregoing Resolution, being Resolution No. 7670, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, December 5. 2000, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk . - 5 - EXHIBIT CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY THAT THE INTEREST IN REAL PROPERTY CONVEYED BY THE DEED OF TRUST WITH ASSIGNMENT OF RENTS DATED MAY 4 1999, FROM IRWIN M. MILLER AND CAROL J. MILLER, TRUSTEES OF THE MILLER FAMILY TRUST DATED FEBRUARY 18, 1989 TO THE CITY OF VERNON ("CITY"), A POLITICAL CORPORATION AND/OR GOVERNMENTAL AGENCY, IS HEREBY ACCEPTED BY THE UNDERSIGNED OFFICER(S) ON BEHALF OF THE CITY COUNCIL OF SAID AGENCY PURSUANT TO AUTHORITY CONFERRED BY RESOLUTION NO. 7670 OF THE CITY COUNCIL OF SAID AGENCY ADOPTED ON December 5, 2000 , AND THE AGENCY CONSENTS TO THE RECORDATION THEREOF BY ITS DULY AUTHORIZED OFFICER. DATED: 2000 THE CITY OF VERNON BY: LEONIS C. MALBURG, MAYOR ATTEST: BRUCE V. MALKENHORST, CITY CLERK APPROVED AS TO FORM: BY: EDUARDO OLIVO , CITY ATTORNEY 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 LOAN ESCROW INSTRUCTIONS DATE: November 13, 2000 (REVISED) ESCROW NO. 99-32198 ESCROW OFFICER: Madeny 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: RRR REAL ESTATE LLC 1617 EAST 25TH STREET LOS ANGELES, CA 90011 LOAN AMOUNT: $187,362.00 POLICY OF TITLE INSURANCE: A.L.T.A. loan policy (with any endorsements required by lender) only, issued by Chicago Title Company with a liability in the amount of the loan shown above, showing the lender as insured. There shall be no owners policy of title insurance issued though this loan escrow. SUBJECT ONLY TO: 1. Second Half general and special taxes for the fiscal year 2000-2001. 2. Conditions, covenants, restrictions and easements of record. 3. A New First Trust Deed dated May 4,1999 in favor of the City of Vernon in the amount of $187,362.00 This loan will be a first trust deed on the subject property and you are hereby authorized and instructed to obtain demands and/or releases from the lienholders and/or encumbrances of record against the property and/or the undersigned. DISBURSEMENTS: 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. PERSONAL GUARANTY: Irwin Miller individually shall deposit with lender or escrow holder (for immediate delivery to lender) the personal guaranty, as called for in paragarph 1.b and 3b. PAGE ONE CONTINUE ON PAGE TWO 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 LOAN ESCROW INSTRUCTIONS - PAGE TWO DATE: November 13, 2000 (Revised) ESCROW NO. 99-32198 ESCROW OFFICER MARLENY MARTIN ESCROW ASSISTANT: CHERYL WALLACE INVESTMENT OF FUNDS: Notwithstanding preprinted instructions to the contrary, you will place $187,362.00 of the loan deposit into a money market interest bearing account at Imperial Bank located in Costa Mesa, California, after bank clearance and after receipt of form 2-9 in accordance with paragraph 24 of the general provisions. All interest accrued shall be paid to the lender named herein. PROMISSORY NOTE: Escrow holder is also in receipt of the promissory note dated 05/04/99, a copy of which is attached hereto as Exhibit W. Escrow holder is authorized and instructed to deliver the note to lender, immediately upon escrow holder's receipt of these loan instructions. 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: Warranties contained in paragraph 1b,1c,1d, le, If, 1g, 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 BORROWER: RRR Real Estate LLC A California limited liability company By: Name: Its: Eduardo Olivo, City Attorney 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 1963 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 DEPOSITING 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 # 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 ATTORNEYS 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 OF 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 A A . 16 c 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 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 r 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 81N 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- PROMISSORY NOTE Principal amount: $ 187,362.00 Date: 05/04/99 On 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 Fe Avenue, Vernon, CA 90058-0805, or such other place as the holder of this Note ("Holder") may from time to time designate in writing, the principal sum of One Hundred Eighty-seven Thousand Three Hundred Sixty-two Dollars and No Cents ($187,362.00), with interest on the unpaid principal balance of this Note, from the date of this Mote 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 365-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 occurance 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 action was not commerced within the time required by law for commencement of the action. EXHIBIT "A" 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. R R • R EAL ESTATE LLC . 1 �ru r/ • Irwin Miller (Name) Title: Manner (Name) Title: SUPPORTING DOCUMENTS COPY To: Madeny. Martin From: Judy Lehr Date: 01 /08/01 Re: Escrow No. 99-31990 (RRR Real Estate LLC) In connection with the above -referenced escrow transaction, enclosed please find a disbursement letter dated December 26, 2000, together with a signed Certificate of Acceptance, Loan Escrow Instructions dated November 13, 2000, and copies of approved invoices. The deposit of $187,362.00 is being wired to you. Please note that the disbursement letter authorizes disbursement of $132,603.96 in the form of a two-party check payable to the Borrower and the Contractor, Kendrick Construction. In addition, please note paragraph 1.i of the loan agreement respecting the unused balance_ being refunded to the City. If you have any questions, please call. Enclosures cc: Gloria J. Orosco, Chief Deputy City Clerk (w/encls.) Sharon Johnson, Deputy City Treasurer (wire transfer Information enclosed only) 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 26, 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 No. 99-31990-MA Community Development Block Grant for Alcoa Project Lender: City of Vernon Borrower: RRR Real Estate LLC Dear Ms. Martin: In accordance with Resolution No. 7670 adopted by the City Council of the City of Vernon on December 5, 2000, enclosed please find the executed Certificate of Acceptance and Loan Escrow Instructions dated November 13, 2000. As you know, the total loan amount for the above -referenced Project is $187,362.00. The deposit of $187,362.00 is being wired to you. 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. Copies of the approved invoices are enclosed. The City has approved invoices totaling $132,603.96 and hereby authorizes disbursement of $132,603.96 in the form of a two-party check payable to the Borrower and the Contractor, Kendrick Construction. Ms. Marleny Martin Page 2 December 26, 2000 Please note that in paragraph 1A of the loan agreement, the unused balance should be refunded to the City. If you have any questions or need further clarification, please call Eduardo Olivo at (562) 927-7702. Very truly yours, CITY F ERNO N ITY ria J. sco Chief Deputy City Clerk GO: j 1 Enclosures I ... VO: LJ llClVLlIlyA I.V/VJ{Slv�.i iV,V lcJ.Lv... na Y KENC�RlCK C O N S T R U C T I O N June 29, 2000 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: Christopher Romero RE: Rite Way Meats Costs Dear Chris: Please find attached a copy of our spreadsheet s wAV the breakdown of the offside costs between the (5) properties. The breakdown for Exce! Paving (per your request) is as follows: 1. ' original Amount $67,830.00 PiJS . 2. Mange orders A Sanitary Sewer $4,962.00 Add tap & approx. 30lineal feet of 6" sewer I B. Storm Drain Removal $4.9W.00 ! Remove 19 lineal feet of 24" RCP at two (2) locations C. Drive Approach $87525 1 Delete approx. 400 square feet of city sidewalk 1 Add approx. 400 square feet of drive approach D. Additional City Sidewalk $7.200.00 Add approx. 2.080 square feet of city sidewalk E. Parkway Drain $2,530.00 Add approx. 8 lineal feet of parkway drain below city sidewalk KENDRICK CONSTRUCTION SERVICES, INC. CALIC. n6006210 6675 E. TELEGRAPH ROAD • 4TH FLOOR COMMERCE • CALIFORNIA 90040 PHONE 324.720.3190 • FAX 323.720.3191 www.kendrickconstruction.com L4 KCNLh ILA LUNJi nuLt IUN .,zJ /LU�t • Pa0 2 dune 29. 2000 F. 6 x 6 Detection Loop $6.894.00 $ 0 % c ag �. - , S�t S• 2 0 Reptaoe one (1) 6 x 6 Advance Detection Loop t Repair of DLC conduit Zo1137& 8c i$c.,+ o t1 -go 1 �o+3—S442, The total of these amounts $95,191.20 { / -S6trW^, in 1011- n Director of Commuhi y � >rvice$ 0 off 0Ta U o T go" Hovis SCE Hovis Hovis SCE jl� I I -IC -LP-J 4 2�- Riteway and Sandberg Demo Work KCS Check # Check $ Date Demo Culvert Sandberg Demo Sidewalk Riteway 9629 1658 12/1-12/2 1658 0 9629 77412/3 516 258 9629 1638 12/7-12-8. 252 1386 9629 239012/16-12/20 604 1786 9629 147012/15-12/28 714 756 9629 132512/28/12/29 662.5 662.5 9633 25012/2 250 9633 52012/3 260 260 9633 8.75 8.75 9633 2501213 250 9633 52012/4 520 9633 13.3 13.3 9633 26012/6 260 9633 26012/7 260 9633 25012/14 9633 520121/14/99 260 260 9633 5.6 9633 26012/15 260 260 9633 26012/18 9633 26012/23 9633 25012/28 9633 26012/28 9633 25012/29 9633 703.6212/29 9436 11 /23 774 9185 283111/3-11/5 1300 9185 1518 9185 2107 9185 1916 9185 688 9185 817 9185 860 9185 731 9295 520 11 /3 520 9295 260 11 /4 260 9295 128.1 11 /4 128 9295 250 11 /8 $5,955.25 $9,653.80 Aarr, Director Off communiilj YV«88 �► b s 3 . 80 �DELPHEy/GE PE9,EN i ' 3655 So. $Q70 STRFEET . VE,1CnuFOAt�+n.90058- E 23) 581-+2M- ;23) 581:t235 ; , i : delgerertg o aol.com } �. i KENDRICK CONSTRUCTION SERVICE 5675 East Telegraph Road Commercc, CA 90040 CONTACT: JASON FOSTER SUBJECT: ELECTRICAL UTILITY DRAWING FOR BLDG # I PROFESSIONAL ENGINEERING SERVICES RENDERED FROM JUNE 1,1999 THROUGH AUGUST 31,1999 FIXED BILLING INVOICE NUMBER:0003179 INVOICE DATE: January 17, 2000 JOB NUMBER: D117 CUSTOMER NO: 0001707 CONTRACT/PO NO: TERMS: Net 20 $ 700.00 TOTAL THIS INVOICE $ 700.00 cz"o m Mon Director of Corriuluni y cvices VENDOR • t C. .M3>9 0 ST C0011 C0 1 ACCOUNTS OVER THIRTY (30) DAYS ARE SUBJECT TO 1 l /2% PER MONTH SERVICE CHARGE I�NL.4,AML AWS Invoice, flfcrR/CCamp.4,WX iwc. DATE INVOICE# 10=1999 142 BILL TO Ktc Construction Services, Inc. 5673 E. Telegraph Commerce, CA 90040 JOB LOCATION Xehee Business Park Bldg. # 1 5615 Alcoa Ave. Vernon, CA PROJECT TERMS 1102 QUANTITY DESCRIPTION PRICE EACH AMOUNT Installation of utility conduits and transformer pads per City of 21,519.00 21,519.00 Vernon plans and specs. 17, A Director 0' mutiny Servic Total $21,519.00 13771 Roswell Ave,, Unit F = Chino, CA 91710 • (909) 364-9916 Fax (909) 364-9667 (10 1763538 Description Rite -Way Meat Packers Plan Index Street Alcoa Avenue From: At Fruitland Avenue To Length Prepared By Brian Adel Date 5-15-2000 Remarks Frontage Improvement Cost Estimate ,1.R- X n ire or of Community Services Item Quantitv Unit Prinp Tr%*nl Curb & Gutter 334 tt 18 6012 Driveway 855 s4-ft 5 4275 Trees 5 ea 350 1750 A.C. Pavement 65 1 tons 100 6500 Curb Ramp 1 ea 1500 1500 Fire Hydrant 1 ea 5000 5000 Domestic Service 1 ea 13000 13000 Fire Service 1 ea 8000 8000 Sidewalk 4140 sq-ft 3.50 14490 v� Total $ 60527 .. 2D Z. 00 THU 12:35 PM CITY of vEM FAX K 3235817924 ,•--TY • , • *A. R ENT 811J.i G SUMMARY Na"ei RRfi Reel Estate co. tt.0 . Adclr�ts: Deposit: ill?OO.C4 0. 'tD931 oatocloses � u�t �g� Gwoice � ' 8111ne for CgnaUOgon of water Sere 348 taoated at. b4S1 Atcoa Ave Closed Ij P. 05 Labor $4 Z54.91 Labortt.H. . '�"11� 27. ' Matarfuesmarehouso � u 6.83 ` Mnterials/Warehouzq O.H. ' $643A4 P&VIngtAddluonal Materials �10IS.0292 . . . PavinWAddltlonal Misted* O. H. 15 Z1 Equipment' , 1 Sub i4tal WED S13.3S8.03 • t_osa Dagoslt Direator of C;i1mraunit SeiVIC@$ 'dOYi L6T�OLLti2Q NQi1011Yigftoo YaueW.r r....• .�__.. _ __ Il U 12:34 PH CITY OF VIr M FAX K 3236817924 Cal 1 Y UN VlzRN N WATER DEPA RTMF3 T SIWN43 SUMMARY Name: RRR Real Estate Co. LLC Address:, $151 •Ak:ost Ave. VeM CA 9006s Deposit: 5830©.100 W.O. x 105130 0416 C146d 11/8/19fl0 Qur In"Ice # ' Billing fair Construction of Water Service 3466 Located Ott; 5151 Akoe Ave 1 Ctosad . Labor Labor O.H. 51236.33 Materials/Warehouse SI&M.40 Materlaismarehouss Q.N. S2?8,91 PavinWAddltlgnal Materials + $863.83 Paving/Addttlonat 1At4rlals 0. H. 3120M • i Equipment $869.28 P. 04 Sub -Total sr.esosas (�, a Less Deposit t9.3t14 00 "' t Jcin �ibti4 "' r�IC88 9/t •xvV4 •,0-2000 THU 04 : 02 pM C i TY OF VI;RNON FAX NO. 3235817924 rr / A TTI rol ;- V. NW, I I W," TO: Mr. RandnU Kendrick, XA Partners, LLC FROM: Nadir EI-Farra DATE: Juno 22,1999 SUBJECT: Prg-ration of Paa 0611 Pass on Xobec Buslnmw Park Pursuant to your request l have gated tha '%2s being charged by Pae tic 1M (for work on the telephone poles along Alcoa Ave.) to ach o five buildings in the Xabae Business park in Vemon. i Pu0 Ltat1 0j>v if` ktz� i A �., jj ;'►,• d6. A{ . 5.3,98r4.9S y2-43.' Bldg. 2 S 8,8W.67A"ZlIJT Tat Bldg.6 3 0,510.20 total f$6 531.537 85 �..�?:.....r.........^.....,. • pst QvaraN S 0.05 `55gx Please let me know 1f 1 can be of further as s a k you. /NE Director 6 GOftjli7Ui' ity svices S88 Weft Sixth Street, M door, Lor. Amgeles, California 900171(213) 3624300MAX (213) 627-9937 t �Iw:Cl;llnlllllll �MIIINIIII ""LI:IIIIIIIINIdII fl IIYIIII "Iq"61gIUNI�NIdWl�llfl�ul bi��l NlNlll�AllApllllu a� k��l'll II�IIIWIIilllll 9"� To: Gloria Orosco, Chef';beputy City Clerk From: Judy Date: 12/19/00 Re: RRR ReaLEstate (Rite -Way Meats) CDBG Loan Attached are: (s fo U 1. 2 Loan Escrow Instructions (revised escrow number). Have signed by everyone on page 2 and the Mayor initial page 1 of the Instructions and pages 1-4 of the General Provisions. 2. Letter of transmittal and disbursement. Sign. 3. Approved invoices. You need to attach to the letter the following: 1. 2. One signed Loan Escrow Instructions. One signed Certificate of Acceptance.' WJ4 - 3. Approved invoices. Z/ Sharon needs to wire 187 362.00 to Commerce per the wire instructions I handed her $ last Thursday. I r� (CIETU� 3 If you need further information from me, please advise. JAN - 8 Z001 cc: Eduardo Olivo LEGAL DEFT. �y a. ^i i'� OFFICE OF THE CITY ADMINISTRATOR/CITY CLERK INTER -OFFICE MEMORANDUM DATE: December 13, 2000 TO: Chris Romero, Administrative Aide FROM: Gloria J. Oros ief Deputy City Clerk RE: Resolution No. 7670 Transmitted herewith is a fully executed copy of the above -mentioned resolution, which was approved by Vernon City Council on December 5, 2000. The originals are being retained in this office for our files. Thank you. GJO/mt OFFICE OF THE CITY ADMINISTRATOR/CITY CLERK INTER -OFFICE MEMORANDUM DATE: December 12, 2000 TO: Sharon Johns Budget/Auditor/Deputy City Treasurer FROM: Gloria J. Chief Deputy City Clerk RE: Resolution No. 7670 Transmitted herewith is a copy of Resolution No. 7670, (Exhibit A includes copies of Certificate of Acceptance and the Escrow documents) which was approved by Vernon City Council on December 5, 2000. Please see the instructionsin section 4 and 5. The originals are being retained in this office for our files. Thank you. GJO:mt COMMERCE ESCROW COMPANY 1545 Wilshire Blvd., Suite 600, Las 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 DECEMBER 15, 2000 Eluilt`c VIA MESSENGER DELIVERY 19 2000 RRR REAL ESTATE LLC 1617 EAST 25TH STREET LOS ANGELES, CA 90011 ATTN: IRWIN MILLER THE CITY OF VERNON 4305 SANTA FE AVENUE VERNON, CA 90058 ATTN: CHRIS ROMERO EDUARDO OLIVO CITY ATTORNEY 8135 FLORENCE AVENUE SUITE 202 DOWNEY, CA 90240 RE: ESCROW NO. 99-31990 PROPERTY ADDRESS: DEAR MR. MILLER: IN CONNECTION WITH THE ABOVE REFERENCED ESCROW TRANSACTION, ENCLOSED PLEASE FIND THE FOLLOWING: LOAN ESCROW INSTRUCTIONS DATED NOVEMBER 13, 2000; PLEASE SIGN ONE COPY WHERE INDICATED AND RETURN SAME. PLEASE RETAIN THE ADDITIONAL COPY FOR YOUR FILES AND RECORDS. NOTICE BORROWER: PLEASE RETURN TO US WITH THE ABOVE DOCUMENTS YOUR PERSONAL GUARANTY. IF YOU SHOULD HAVE ANY QUESTIONS, PLEASE FEEL FREE TO CONTACT THE UNDERSIGNED. SINCERELY, ESCROW COMPANY SR. 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 November 30, 2000 Mr. Bruce V. Malkenhorst City Administrator/City Clerk 4305 Santa Fe Avenue Vernon, California 90058 Re: CDBG Loan to RRR Real Estate LLC Dear Bruce: EDUARDO City Atto FAQ: (562) 9 ihunity Services & Water (323) 588-2761 NETH J. DeDARIO for 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. 7324 on May 4, 1999 approving the loan application submitted by RRR Real Estate LLC ("RRR") and approving the execution of a CDBG Infrastructure Loan Agreement with RRR pursuant to the 96-EDBG-471 Vernon Infrastructure Loan Program. Section l.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 12, 2000, Chris Romero indicated that the off -site improvements at 5151 Alcoa Avenue were completed and by his memo dated November 15, 2000, he indicated that the final review of all the invoices had been completed and that RRR had nearly completed its escrow requirements. I have reviewed the memo dated November 15, 2000 from Chris Romero to Kevin Wilson respecting the disbursement of funds and concur with his recommendation that RRR receive $132,603.96 plus $5,822.60 in matching funds from the City. However, please note that under the terms of the Agreement, the loan amount to be Mr. Bruce V. Malkenhorst November 30, 2000 Page .2 deposited into escrow is $187,362.00. Pursuant to Section l.i of the Agreement, the unused balance "shall be refunded to City and credited to Borrower as a payment of principal on the Note." Consequently, the sum of $132,603.96 will be released to RRR and the unused balance refunded to the City. Also enclosed is a draft letter to Commerce Escrow Company respecting the disbursement of funds. I have reviewed the updated Preliminary Title Report dated November 6, 2000 issued by Chicago Title Company and believe that the property is no longer encumbered by an existing first trust deed pursuant to the terms of the Agreement. Therefore, the City`s loan will be secured by a first trust deed according to the terms of the loan agreement. I have also reviewed the draft Deed of Trust with Assignment of Rents, CertificateofAcceptance and Loan Escrow Instructions from Commerce Escrow Company. I believe the Deed of Trust can be accepted and the Certificate of Acceptance and Loan Escrow Instructions are ready for execution. A fax copy of the draft Deed of Trust, Certificate of Acceptance and Loan Escrow Instructions are enclosed. Commerce Escrow Company will supply before December 5, 2000, two duplicate original Escrow Loan Instructions and Certificate of Acceptance 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 will be putting a resolution on the agenda for the next Council meeting for the approval of the Deed of Trust and the execution of the Certificate of Acceptance and Loan Escrow Instructions. Mr. Bruce V. Malkenhorst November 30, 2000 Page 3 Please call me if you have any questions regarding this matter. Sincerely, Eduardo Olivo City Attorney EO jl Enclosures: Draft Letter to Commerce Escrow Fax Copy of Loan Escrow Instructions Fax Copy of Certificate of Acceptance Fax Copy of Deed of Trust 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 99-31990-MA Community Development Block Grant for the Alcoa Project Lender: The City of Vernon Borrower: RRR Real Estate LLC Dear Ms. Martin: As you know, the total loan amount for the above -referenced Project is $187,362.00. 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 $132,603.96 and hereby authorizes disbursement of $132,603.96 in the form of a two-party check payable to the Borrower and the Contractor, Kendrick Construction. Please note that in paragraph 1.i of the loan agreement, the unused balance should be refunded to the City. If you have any questions or need further clarification, please call me. r V� 14-1 -1 r- V_ To: Cheryl Wallace for Marleny Martin From: Judy Lehr Date: 01 /09/01 Re: Escrow No. 99- 1 90 (RRR Real Estate LLC) to your request, enclosed please find a signed Form W-9 with respect to the above -referenced escrow. If you have any questions, please call. Enclosure cc: Gloria J. Orosco, Chief Deputy City Clerk (w/encl.) Jan-09-01 12:16pm From T-470 P.02/02 F-967 Form Weu Rev idnvany i9931 3aaani*en4 at ine r•ea" nipmal Aeven,.f &Incs Request for Taxpayer Gi" this forfn to Identification Number and Certif cation this f gwwter. too NOT send to IR$ Ni�me Id •ant �.ume�, •ISt ti(St and :,(cie the game of tie iter49n it entlty .,,naie rh.77 o„ anre, <o part • 2e,ow $ae in incsion de twee 2 if tour name nss gosngod.) 4 Lk g„y' Hogs -time $ore �roondtpr> seo n9trt,Gt•ons on �aSe 2 : {If you are exempt from oaettup withholai rip, cotmp+ete thie term ana artier 'EXEMPT" m Part It Wow.) °!City of Vernon a _.-..r. — ,._ — — „IAQc wu tnumpe( ana sireei) t.ST 3Ct:0661 nyen mas) Mere •41040nai) 4305 Santa Fe Avenue I C,ry. state. ana -.ip cone ; ;Vernon, CA 90058 ' -— — - Identification Number Enter your TIN in the appropriate nox. For individuals, this i* your social security number (SSN). For Sole proprietors. ser, the Instructions on page 2. For other entities. it is your t rnoioyef identification number MIN). If you do not have a numoer, see How To Obtain a TIN beraw- Note: If the account is in more than one name, see the clean on page 2 for guidelines on whose number to enter'. Cart ffc;sUon,^-Und0e penalties cif WurY, i C9r ify that aunty number oa Employer idenrtne:edon number for Payees Exempt From 8amltup Withhold ng iSee Exempt Payees and Payments an page 2) Requsaters name ana scones toatanail Commerce Escrow Company. 1545 Wilshire Blvd., Suite 600 Los Angeles, CA 90017 1, The numoer Shown on tn,s form ,s my tgrracr taxpayer i000tifIcanOn n,,ntber (or I am waiting for a number to be issued tome), and 2. I am not subject to backuO withholding because: (a) t am exempt from oarkup wittinolding, Or (b) I nave not bean MOtM*d by the Interr'al Revenue Service that I am subject to backup wttnnoiging as a result of a taihire to rtslxsOrt all interest Ordtvidends, or (c) the IRS has ngtrfiw me that t am no longer Subject to backup editnnolCing. CortlAcation 4tstru4tiorfts,-You must crass Out item 2 acove if you have begirt notified by the IRS ttiat you are currently subject to owitup withholding becAu" of underreporting intartrst or civwencus On your tax return For real estate tran3al4DWM item 2 does riot apply. For mortgage interest paid. the Acquisition or abandonment of secured property, contnout onS to an indNidual mirement arrangertl 1- (IRA), and generally payments Other than interest ana dividends. you are not required to sign the Cedificatim, but you must provide your correct TIN. Wac see Signing an Cartlflcadart on pane 2.) Sign Nana Sitmaturd Is, Secuon referencas ary to me htrarrtar Revenue Code. Purpose of Form. —A pertton who is regwreq 10 file an information restart with the iAS must ootain your correct nN to report w4orne Pale to yov, real estate trar>tiacoon3, ftWMMe Intenaet you P&G. in@ Acquisition or sOendonment of secured property. of cofitributtora you maw to an IRA. use Form W-9 to furnish your cama-t TIN to the Muester (the parson as" you to furnish your TIN) aria, when amicuft. (1) to certify that the TIN you are fu►miamrig is correct ;or tnet you are waiting for a number to be Issued), (2) to certify trial you arena: auboict to 4ackup vpThrielding, ism (3) to Calm Qxempttdn from oawwo wrmnoiding d you eta an exempt payee. Furn4ning your Camw TIN arse "Wpm the appropriate certitcallona win pfe"M COMMMf payments from 1:1111M sucoo to 04131110 witnhOKtelg. Now. if a reQuestW give4 you a rerun QOW Mien a w-9 to request your 17N, you rtxrsr use the newsier': kirm. Now To CM M! a TIN.—+f YOU Co not stave a TiN, V" fonorle rm immeaatety�. `Tet �o apply. G Fo88-3, Apphoation fora Social Saeunty card (for a4mcsualsf, fr m your *= Office of me Somas $bounty Aamrnistratwn or Fong $8-4. AppWation for Empnoyer ladndfieffaw Nunloer (for twsrneasiss and an otner aria I". from your boat iRS otfiae, To o nlplete Form W-9 d you ao not have A TIN, write -APpaea for^ m ono epees for rr,e Yaw in Pan I. Stpn and oate Me form. 4M dive a co the requester. Generality. Yaw wits then have nsl" , January _cl_, 2001 60 clays to ootaut .1 PN and lurrfisn it to the requester. if the requestef does not receab your TIN vomin 60 days, oackLp *MvwkWV. if ApplioaWe, wdI begin artd corfttnue unfit YO $ furnisn your T)N to me mquemtw. For rvportapft ,rwest or Qtvidend j7ayrr om4. the payer mWt examrsa one of the foifow rig opUW 4 Ong 04r,vap wrthnoiding *"q oils 60-day period. Uftddt option (1), a Peter mwt backup wt41r4id On any wttttar&"s YOU maim Kam Your atxo ^ after 7 auaineaa days after the requester recetvas tra1 form bam from you. under option (21. the payer must 0MCkup witlthgiq on aftY reportac" IMweet or (IM( isd pay matte W your aoodunt. regaid"s of wnethdr you make any wrtmgrawyss. The owkuo .vttnndlaing 1~ WPM ,2) must dean no iatw than I twstnaw cap attar the reftueater receives trim form back. thwer apbon (4 me peyiM s requaW to refund ine amounin withheld if Your Ctlrtrfed TiN -s received mom ilia 60•0ay pa -loci AM you were not SUNW to oat kup witrinoldi ig during 11tat Period. NOW wrmriQ 'Aporatt for' art fine A21M m fanx OW yaw nAve 411lyd4dy IIAcmd Aar a 77N 00 ifraf you tritons to amsy Aor one M f1w rtefrr fuarre, As sw a3 you racenm your TIN. compMste another Form W-9. I" was ro„f TiN. sw U4 cunt the farm. AM rave it to the requtlydter Whet is 8aekwp WkhhQWMq?--PsreonM FM M09 ,:enain payment$ 10 you after 1992 are regw0d to wimnotd and pay to the iRS 31 % of suds payments umor ; artain cortations. This is called backup witttnoW,ng." PaYnfents that Coved Of SWMC% to beGkwp witrinaa,ng MCkide interest. ,:at. rio 102311x owlicertatt. broker ar14 Darter exchange transucha II. rents, reryartisa, nonampiaye* compensation. and Certain payo nt3 from fisnMig boat operatorm out do not ktalude real "We transactlem if vow give the requ ater your tarred TIN. Make tM appropnate certtfida"% and report all yrwr taxable M9terest and d'wrgends tin your tax rawrn, your payments wet not Do 3ut>tect to backup wdrinoming- Payments you receive wit be wmeat to *eCKW witttttCtdtng it t. You QO not famish your TIN TO the requeatibr, of 2. The AS notifies ft MMAStar iriat you fumished an Uk:O *d TIN. or 3. You are notified by trio IRS that you ar* suptect to oaCkup wiltinou}ing because you tailed to report as your meresit and alviaands on vow tax return (W r111pdraole ettere3t ana dividends at". or 4. You ao not Certify to Me requester that you ale not %mlea to cackuP witnnotdmg under 3 aawm Ifs reponam interest arts divide to accounts op~ attar IM ontyl. or 3. You do not Certify your M. This 4pptd4 only W rq$)Gr' lw Nitafeat. divrdeno. "Or. or Bartels, excflaffg0 ar.COumt3 opened after 1M. Or MOW Weaunts coriitderea macisIn in 19e3. Except as explained in 5 above. other rePOrtabN Ponlyeit I of 2 aoWd applies. Certw wlmholding any payees and Paymont5 are exempt Kam bauxuq PayNa i Psrmism Exempt FMM Farm w-9 iRev. 1-93) Np-30-00 11:46am From- T-826 P.03/13 F-127 COMMERCE ESCROW COMPANY 1545 Wilshire Hli+ed., Suite 600, Las 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, UCENSE # 963 061K LOAN ESCROW INSTRUCTIONS DATE: November 13, 2000 (REVISED) ESCROW NO. 9M2198 ESCROW OFFICER: Madeny 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: RRR REAL ESTATE LLC 1617 EAST 25TH STREET LOS ANGELES, CA 90011 LOAN AMOUNT. $187,362.00 POLICY OF TITLE INSURANCE. A.L.T.A. loan policy (with any endorsements required by lender) only, issued by Chicago Title Company with a liability in ft amount of the loan shown above, showing the lender as insured. There shall be no owners policy of We insurance issued though this ban escrow. SUBJECT ONLY TO: 1. Second Half general and special taxes for the fiscal year 2000-2001. 2. Conditions, covenants, restrictions and easements of W.W. 3. A New First Trust Deed dated May 4,1999 in favor of the City of Vemon in the amount of $187,362,00 This loan will be a last trust deed on the subject property and you are hereby authorized and instructed to obtain demands and/or releases from the Iienholders and/or encumbrances of record againstthe property and/or the undersigned. DISBU. ` EMEES: In addition to the instructions contained in paragraph 1.h of the loan agreement escrow holder will detivw' all invoices to the lender for approval prior to disbursement of loan funds. PERSONAL GUARANTY: Irwin Miller individually shall deposit with lender or escrow holder (for immediate delivery to lender) the personal guaranty, as called for in paragarph 1.b and 3b. PAGE ONE CONTINUE ON PAGE TWO 119ov-30-00 11:46am From- T-828 P.04/13 F-127 EC 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 # 863 0884 LOAN ESCROW INSTRUCTIONS - PAGE TWO DATE: November 13, 2000 (Revised) ESCROW NO. 99-32198 ESCROW OFFICER MARLENY MARTIN ESCROW ASSISTANT: CHERYL_ WALLACE INVESTMENT OF FUNDS Notwithstanding preprinted instructions to the contrary, you will place $187,362.00 of the loan deposit into a money market interest bearing account at Imperial Bank located in Costa Mesa, California, aver bank clearance and after receipt of form 2.9 in accordance with paragraph 24 of the general provisions. All interest accrued shall be paid to the lender named herein. PROMISiORY NOTE: Escrow holder is also in receipt of the promissory note dated 05/04/99, a copy of which is attached hereto as Exhibit "K. Escrow holder is authorized and instructed to deliver the note to lender, immediately upon escrow holder's receipt of these loan instructions. 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: Warranties contained in paragraph 1b,1c,1d, le, 1f,1g, 2, 3.d, le, 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. 1n 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 pares 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 f*61.1 %I'i'i4.i� RRR Real Estate LLC A California limited liability company By: Name: Its: PAGE TWO W-30-00 11:49am From- T-826 P.12/13 F-127 pROMYSSOR Y NOTE Principal amount: b 187,362.00 Date: 05/04/99 On or bef'ote Dec cmber 1, 2001, f'or• value received, the undersigned C,Maker,') promist:(s) to pay to City of Vernon ("payee"), or to order, at 4305 Santa Fe Avenue, Vernon, CA 90058-i1805, or such other place as the holder of tliis Note C'Boldei") niay from tune to tune designate in waiting, the principal sum of One Hundred Eighty-seven Thousand Three Hundred Sixty-two Dollars and No dents ($187,362.00), with interest on the unpaid principal balance of tWs Note,-*orrrthe date cri'this,Note until this Note is -paid in full,. at the rate of seven percent (711,46) per year. Accrued interest shall be computed on the basis of a 365-day year, based on the tactual number of days elapsed. Maker may prepay this Note, without premium or penalty. No prepayment steal i extend or postpone the due date or change the amount of any subsetluent payment. This Note shall beeome immediately due and payable, at Holder's option, without notice, dtuuu►d, or presentment:, and regardless of any prior forbearance, on the oceurance 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 ;1,0cer; (c) Maker's or all, 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 Rolder; or (e) revocation of any guaranty of this Note by any guarantor. No delay or omission by Molder 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 action was not commerced within the time reyaired by law 4br commencement of the action. EXHIBIT "A" Nov-30-00 11:50am From- T-828 P.13l13 F-127 All rights of lloldcr stated in this Mote W-e cumulative and in addition to all other righti provided by law, to equity, or in ally agreement executed in connection with Ods Note. . r REAL, ESTATE LLC J P rf Yrwi>� Miller (Name) 'Citle: N1aar�tager _ By: (Name) Title: EXHIBIT "A" Nov-30-00 11:48am From- T-828 P.08/13 F-127 COMMERCE ESCROW COMPANY 1545 Wilshire Blvd., Suite 6001 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 08" GENERAL PROVISIONS - PAGE ONE 1) TIME IS OF THE ESSENCE GF'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 ANCVOR INSTRUMENTS, LESS YOUR PROPER CHARGES TO THE RESPECTIVE PARTIES HERETO, AND THIS ESCROW SHALL WITHOUT FURTHER NOTICE, BE CONSIDERED TERMINATED. 2) ALL PROBATIONS AND ADJUSTMENTS ARE TO BE MADE ON A BASIS OF A 30 DAY MONTH AND "CLOSE OF ESCROW" WITH REFERENCE TO SAID PROBATIONS 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, 6) ESCROW HOLDER IS AUTHORIZED AND DIRECTED TO DEPOSIT ANY AND ALL FUNDS PLACED IN THIS ESCROW IN AN "ESCROW TRUST ACCOUNT" WITH ANY STA17F 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 DEPOSITING 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 1MTH(WT LIABILITY THEREFORE, OR YOU MAY FILE SUIT IN INTERPLEADER OR FOR DECLARATORY RELIEF. Nov-30-00 11:48am From- T-828 P.09/13 F-127 COMMERCE ESCROW COMPANY 1545 Wilshire Blvd., Su`fte 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 1S BROUGHT BY YOU, WE JOINTLY AND SEVERALLY AGREE TO PAY ALL COSTS, EXPENSES AND REASONABLE ATTORNEYS 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 HOLC71cR HEREUNDER FROM ALL LOSS AND EXPENSE, INCLUDING REASONABLE ATTORNEYS 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 ANYTHINC3 IN THESE INSTRUCTIONS TO THE CONTRARY. 11) YOU ARE FURTHER AUTHORIZED AND INSTRUCTED TO REMIT ALL THE FUNDS 13Y 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 BF NECESSARY OR PROPER FOR THE CONSUMMATION OF THIS ESCROW, YOU ARE AU tHORI?.ED 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 DELETE[) 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 N6-30-00 11:49am From- T-329 P.10/13 F-127 COMMERCE ESCROW COMPANY LW Wilshire Blvd., Suite 600, Los Angers, California 90017 (213) 484-0855 (310) 284-5700 Fax (213) 484-"17 COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS STA 1E OF CALIFORNIA, LICENSE # 983 08N Cr1:Na1 AL 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 LIP 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 Nov-fO-00 11:49am From- T-829 P.11/13 F-12T Cot4MERCE ESCROW COMPANY 1W wilshire Blvd., Suite 6001 Los Angeles, CaNrnia goot7fo (213) 404-0855 (31o) 284-5700 Fox (213) 484-0437 COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS STATE OF CALIFORNIA, LICENSE # 963 0884 GEIVEMI pROKSIONS - PAGE FOUR Zq) IN THE EVENT THAT TERMS OESCROW ATTACHIM EEM CT L� FOR THEN NVESTMENT (IF ESCROW INSTRUCTIONS, CONTRACT, DEPOSITED FUNDS, IT IS HEREBYNINERSTOOD By AND HE FORM OF R BETWEEN THE PRINCIPAL$ HEM 0- INTEREST SING THAT SUCH INVESTMENT SHALL BE ACCOUNT AT IMPERIAL ANK LOCATED IN COSTA MESA, CALIFORNIA, AFTER BANK AFTER CLEARANCE OF CHHECKK ANDRECEIPT OF FORM W-91 UNLESS SPECIFICALLY PROVIDED Y, THE NAME OF THE ACCOUNT WILLFOR IN WRITING TO THE CO ESCROW OR THE BENEFIT OF DEPOITgNCPARTY. ALL ESCROW CO. AS TRUSTEE FORDEPOSITING INTEREST ACCRUED TFIEREONSHALL BE CREDITED TO THE N THE EVENT THE ESCROW FAILS TO C OSE. THE INTEREST PARTY AT CLOSE OF ESCROWION. THE SHAl1. BE CREDITED TO THE ACCOUNT CEP FOR REaEPITING PARTY AT OSIT INTO HE 'TRUST" R ESCROW " CELLAT FUNDS WILL NOT BE WITHDRAWN ACCOUNT. IN COMPLIANCE WITH THIS INSTRUCTIONS, THE DEPOSITING PARTY HANDS YOU HEREWITH FORM W 9 AS REQUIRED BY IMPERIAL L Rt K. THE HOLDER DEPOSITING IN RECEIPTPARTY IS IS F ARY THAT ACCOUNT WILL NOT BE OPENS UNTIL COMPLETED AND EXECUTED FOR W 8 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 (OCR) 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. .EIVD OF GENERAL PROVISIONS- Nov-f30-00 11:40a Frw T-828 P.02/13 F-127 CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY THAT THE INTEREST IN REAL PROPERTY CONVEYED 13Y THE DEED OF TRUST WITH ASSIGNMENT OF RENTS DATED MAY 4 1999, FROM IRWIN M. MILLER AND CAROL J. MILLER, TRUSTEES OF THE MILLER FAMILY TRUST DATE-D FEBRUARY 18, 1989 TO THE CITY OF VERNON {CITY"), A POLITICAL CORPORATION AND/OR GOVERNMENTAL AGENCY, IS HEREBY ACCEPTED BY THE UNDERSIGNED OFFICER(S) ON BEHALF OF THE CITY COUNCIL OF SAID AGENCY PURSUANT TO AUTHORITY CONFERRED BY RESOLUTION NO.. OF THE CITY COUNCIL OF SAID AGENCY ADOPTED ON , AND THE AGENCY CONSENTS TO THE RECORDATION THEREOF BY ITS DULY AUTHORIZED OFFICER. DATED: —, 2000 THE CITY OF VERNON BY: LEONIS C. MALBURG, MAYOR ATTEST: BRUCE V. MALKENHORST, CITY CLERK APPROVED AS TO FORM: BY: _ EDUARDO OLIVO , CITY ATTORNEY Nov -,TO-DO 11:48 a From - T-828 P.05/18 F-12T RECORDING REQUESTED BY: Common* Escrow Company AND WHEN RECORDED MAIL TO: City of Vernon Attn: Bruce V. Malkenhorst 4305 Santa Fe Avenue Vernon, t:A 90058 ABOVE FOR RECORDER'S USE"«"'"*« — A.P.N. 321-08U-039/ 321-110-0t8 DEED OF TRUST WITH ASSIGNMENT OF RENTS (SHORT' FORM) This Deed of Trust, made this 4' day of May 1999 , between Irwin M. Miller and Carol J. Miller, Trustees of the Miller Family Trust dated February 18,19813 herein called TRUSTOR, whose address is 5148 Louise Ave. Encino, Calif. 91316 COMMERCE ENTERPRISES, INC., a California Corporation, herein called TRUSTEE, and City of Vernon, a public body corporate, herein called BENEFICIARY, Witnesseth: That Trustor grants to Trustee in Trust with Power of Sale, that property in the County of Tulare , State of California, described as: Lots 11,18, 19 and 26 of Valencia Colony, in the County of Tulare, State of California, according to the Map thereof recorded in Book 8, Page 22 of Maps, Tulare County Records. Excepting therefrom that portion conveyed to the State of California, by Deed recorded September 19,1966, in Book 2675, Page 272 of Official Records. Together with the rents, issues and profits thereof, subject, however, to the right, power and authority given to and conferred upon Beneficiary to collect and apply such rents, issues and profits. For the purpose of Securing (1) payment of the sum of $187,362.00 with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performanw of each agreement of Trustor incorporated by reference or contained herein (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. To Protect the Security of This Deed of Trust, Trustor Agrees: By the execution and delivery of this Deed of Trust and the note secured hereby, that all of provisions W and "W, of the fictitious deed of trust recorded in Santa Barbara County and Sonoma County October 18, 1961, and in all other counties October 23, 1981, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, via.: ' bL% Document Provided by Commerce Erterpiiscs. Inc. Nov-SHO 11:47a Froar T-828 P.06/13 F-127 county Book Page County Book Page County Book Page Alameda 435 694 Madehr 810 170 San Luis Obispo 1151 12 Alpine 1 250 Marro 1509 339 Son Mateo 4079 42o Amador 104 348 Maripma 77 292 Santa Barbera 1878 861, rain 1145 1 Metldociao 579 530 Santa Clara 5336 .341 Caiveras 145 112 Merced 1547 538 Santa Cruz 1431 494 Colum 296 617 Modoc 194 $51 Shush► 694 524 Coutra Costa 3979 47 Mono 52 429 San Diego ,:,..r 1961 „r W887 Del Norte 78 414 Monterey 2194 538 Sierra 29 468 33:; 181 E Dorado 568 456 Napa 639 86 Siskiyou Fresno 4626 572 Nevada 305 320 Solano 1105 182 Glen 422 184 Orange 5889 611 Soma 1951 68te Humbolt 637 527 Placer 895 301 Stanislaus 1715 450 Imperial 1091 501 MONO 151 5 Sutter 572 297 Inyo 147 598 Riverside 3005 523 Tcdtama 401 299 Kern 3427 60 Sacramento 4331 62 Trinity 93 36c, Kings 792 833 San Bmito 271 383 Tulare 2294 27:1 Lace 362 39 Sam Bernardino 5567 61 Tuolumne 135 47 Lassen 171 471 San Francisco A332 905 Verttum 2062 38(, Los Antes 12055 999 San Joaquin 2470 311 Y010 653 Yuba 334 24a 4&, Shall insure to and bind the parties hereto, with respect to the property above described. Said agreements; terms and provisions contained in said subdivision A and B. (identical in all counties, and printed on the reversed side hereto) are by the within reference then)to, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Benefioary may charge for a sWement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by law, The undersigned trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to him at his address hereinbefore set forth - Signature of Trustor [twin M. Miller, Trustee of the Miller Family Tnni.-,t Dated 2/IM9 Carol L Miller, Trustee of the Miller Family T'rum Dated 2/18/89 State of ) SS County of On _ —_ before me„ _ , a notary public in and for said state, . personally app _ personally kin to me or proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/= subscribed to the within mstrmnettt and acknowledges to me that hetiltc/they executed the same in hls/hedtheir authorized capwq(i*;), and that by bislher/d►eir siguanve(s) on the hWument the perwai(s), or the entity nptm behalf of which the persons) acted executed Me instrument. 'Witness my hand and official sed. Sigaaturty _ - - Tide Order No.: ------ - - Escrow No. • _... - -- ---- (1Mds area fot official notarial seal) 11 is r)mnwm provided by Comrmoroe Eawpsims, Inca NO-30-00 11:47am From- T-826 P.OT/13 F-127 AO NOT RECORD The following is a copy of Subdiv talons A and l3 of the fictitious 13eod of Treat recorded is each enausty is C+lifarnia as stated (a rho forgoing Deed or Trutt and incorporated by reference in Said Deed of 1 PA as Ming a part thereof as if act forth at lmsgth thomilL A. To po tta the serenity of this Dwd of Tmi4 l'vw n apasa: a remove promptly and is (1) 110 keep raid property in pod condition and ropair, not to romana or demolish any building tboraotr, to cpmplete good and wotieaunfiks saaunor any building which MAY be cooauuetad, 4amage%1 tx d,xuoyed dwre t and to pay wbm due all alataaa for labor p*fwd ed and matorisls fiwtialnad tbudeu> to ecanply with all laws afl'ectin$ said ptoyeaty or mquaing nay altetatlews of isnttovemtnts to be made thw4W ant to commit or pauvA waste thereof:, not to :oaunit, suffa or permit spay act upon said property to Violation of law, to specific h a rxs eaehtd,► proms and do all ah" acts which from the aharaoter of use of said prop hly am be rvaaoaably —Boxy, the specif tho general. (2) To provide, Maintain and deliver U, Becwfieaicuy fat: insumee sadafaemy to and wilh loss payable to Botts &dUY- The :mount eonvostd utukr any lira as othta inannsnco Folic} may b* applied by Ilenewiary upon any i%W tedmn Ex" hereby and in salt ader as $card fry neat' deicstaint, an as option of Bonsfiwiny thus anhrt 41000111 *0 coUectcd Or any part therW "nay be mleaaad to Truua. 'dueit Application, or is lease %pail not cum or waive any default or notice of dal auk he,•eeader or invalidate any set date pwuast to such notice. (3) To appear in and dtfmd say a xioa or proceeding parponing to NaWA tbo security bmof or the righos or powers of Benaficiary or Trwter and to pay all costa cad *apenwa. inducting vest of eviduu* of title and attoteey's foes ins. roasonabht cam, in fay such %rhea of proaa sling in which ampfioiaty or ,h%Wa may appear, and in any suit brought by Beneficiary to farecloao this Deed. (4) 'fo pay, at kvat tau days 14fore dotingts acy all taxes and aswcamtnte alixft raid property, inciuttiag faseestneats all sppatenaat -4" tux*, wham due, all wa mbranc&% ohauges and Bata. with inriaCcrt, on raid it<oixsty a A►Y 1 t}nueo� w appeartO l a aupnnia hWdo; All costa, tap, and aapansos of thin Trust. Should Tme<ar fail to inske any pA yment or to du any net as batein provided. ibeo Beaedtciai'y a trnatle. bus wi&m Obligation 161646 and with notice to of drxOand epos Truster suet without rok.asing trusor &ion any obligation herco$ tray, malx or do the salute fin nosh tnannot cad to avch salons as whororr may dawn aeeasary to protect tim: %*runty how Beneficiny or ttustec being Atuhor 7Ad to wtcn upon said proPWW for Seth PWP*eN► "We" in sad doftnd any Action or pcneeeding purportm8 w AJS= the security hereof or doe d8btf Or Powere 0"Hen lioiary ee trsatee, pay. Imahami vorim or compromise any ancwmbrtmee, charge cm- lien whkh in thc.judgmeat of either appears to he prior or supaiae hereto, and m t*MIslag ARY weh Paf4 PaY nvcvugwy,xpeaj%M employ cow4al aml pay bib. maonablo foes. (S) Ta pay intone aatty and without d.xmtd an awns so expended by BanaticiarY or'ftuslon. with interact front date ofmgrondilm at the same rate art forth in the Nate seemed by the D ded of 1 s wet; and to pay for any nsatrareeat psovided for by law in eaTect at the data hereof resu tug the oblipuioa secured hereby any unow d domattded by the Bca.ficiauy tot to exceed the sn"Imurn allowed by law at the time when said datentent is dmmmk& $. it is Men ally aoxced: to said of towed' is bus shy (1) Tb a any award of damaltas is cat ion with any condcmaation for ps�UO use Of a WQ7 property nay P� mvigaod and shall ba paid to Bari4kiaw who vwY aptdY or rekw such mas:ys vaceived by hop is the mme msnaor cad with the mms Ogg as claw provided far disposition of proceeds of I ire of other insmuze. (2) That by accepting peyaatis of any cum secured hereby after its due date„ Squefniny does not waive his right rifts In segtdre lraetpt psymm when due of all other sonar so teased a• to dWAM default far failure so to pay. (1) that at any time or from time to time, without liability thesotor and without notition. "written noguest of Beaefioierp! and paasest+tW Of the Deed and said note for endava unt, and widwut of odiug the personal liability of any person far Psymeeu of sacnnd Is - T u taa stay, iewonvey aY put of said Propcny, coua*Qt tO the tealda$ of arty map or Pla tla-A join, in stealing anY join in any won apsinaanr er nay ogre "44 sabordinsoing die lira or ohafgo Meteor (4) 11W upon wfitkrs recluest of i■snetieiary staling that An sums s,u.•ured hereby have ban paid, sad upon sunuaft of the Deed and said note to Tnusta for cawAnation and namsitm or oth.r dispositime as Trustee in its We discretion may choose atd open payrwat of its flyer, Tow w shall vxmvey, without warranty, the Prolorty then fadd ba*tmdrr. 'the recitals in such moavayarMx Of Aty matters or AK*"ix cotidspvs proofof the lindfiimia dmoof: The Gnnnwo is sus Is rrxwnwyance may bs detrnbed as'1he person of persons ingsUY 40fitlod tltmto.^ (S) 17eet as additional secauity. Tntstot hereby Sivas us and confers upon Booef dory the right, POWat cad At d=*, debt$ *o oostinume4s of thew tnnws, tx wHM the Mau, issues and Prod its of raid property, maavint; unto tntstar the right, p" to any dchvh by Ttwtof its payment of any indebtedness %reused herby or in perta ma=4 of any agreement bereundcx to o011eat amp Plain tuah nets, issues and pm is as Soy beoans dot and payable. Upon any such dedsuit, bowdlaiary mwy is any time without aotiw, either in parson, by Agent, or by a ruttivns to be appaiatod by a aosit, and without regard io the adequacy of nay bocmmity fir tie h dcbu%faeas herby waned, oast upon and Was possession of aid property army putt 1%WW ; is his own name wta for a otherwise odlxt such mats issues, and profits, including thoso past due And unpa4 and apply the saner, hat: 00 al►d tspn uses of operation Awl oollactioa4 inelading moonable attc wy% fe:as, upon any iade bttdaasa maned hereby. and in cash order es B$ntakafy ntsy detamwu, The wttatatg upon and taking possessica of said property, the collection of auwh Mate, issues and profits ad tho Application thmof as aftisesaid, awl not me or waive any ddm* or caber of dv'f Uit hercurutw or invalidate any cat 4- we pnvsoaut to Noah nortx. (6) 'hunt upon default by tnuta in pa yrM* of any iadol#adaeas assured hereby a is petfoMUM0 of any a$reeaaent haeterda. Btaa�ry may declare an suns swunetd het+eby immeeliately m►: and payabic by delivery to Tn'ttstoe of wntten declaration of default sod ehteraad lax sale and of win. notion of &&4dt and of election to cause to be sold acid property, which notice to aw *ball cause; to be filed far record. Bene&jAW sled Absdl deposit Wilk Trustee this data, said now cad All docianents v� idescing expeaditiM aeorurd hereby. - A&x the lapse of etch time as may then be mluiwd by law following the rewtrdation of said ootiew ofda7hadt, fed natiee of sale haviq been IA= as then tequiW by law, Dug", witiuwt deniami of treater, shall sell said peolmny at the time and place fixed by it in mid notion of sob, ekbw as a *bob or in s"ple pmeeir, And is such or .t as it may deuamins. at public auction to the highest bidder for ash it (Awfd matey of the 11144 *0e4 pfyabb at time of gala. inataee may postpae* hale of all or any portion of said psx perty by public annowtesme it at such tittle and Phsoo Of nab, Aid Boom dace to time dacafter may poatpoae sock ark by pubB, an ouncansw at the time fixed by tho preceding puatponemant. Trim *ball deliver to event pwriaser its deed co miying the property so sold. but without nary eoveeant or warranty, nquass or impifod. The mebla in such dead ofany n*#cat at fimtf AIA be exAelnaioe prvrd a;'�ho tnut}diulsteas th.:ratE Arne pxasern, iacladin$ Tmstat,livatoet. a'tcvey u haairwilar dafuied, nosy purchase st antah sales After daoutting all coats• less a A ex xe b of Trustee and of this 'iTws, ioelvdh►g coat of �idoace of tithe fn coenwtiat wiUi oak, T Uwe *ball apply the jwwAeds of sale to payment i& all cuoss expended ender the mama heron)♦ uat d m repaid, with accrued iamc* at the aatotmt allewad by 1+w in d5wA at the dato hticA all other suns then secured hmby, and the remaindw. iraay, to the person or p*raats legally udtbd thereto. (7) eenaf eiaay, at any sun assor in ownership of any iadebtednesa secured hoieby, nay Qmm them to time, by k ntarmt in wddn& aabuble s isomrrx or aucaeasson to any Truwos s amat herein or acting hae%oder, which iaattumC, owctaad by the Beneficiary and ft a knaneledged and recorded it the office of the resvordcr of the wady or counties where amid property is situated, shall be conclusive Proof of Proper anbatitnsim of s%ndt ruCCOMe Trapx or Trustees, who ahAU, without aroaveyanca fern the Trustee ptedoeeason, sueoced to an its title, CA" right. ?M= and ditties. Said instrument amt contain the natao elf tho orighot Tr udot, Trusteo and Beneficiary bmunder, the book and page whore sbk Deed is reaasded and the Omar and address of the taw Trustee. (8) 11W the Deed applias to, inane» to the benefit e, and binds ail parties ha vlo, their hot% kgateoa6 devisauy rrl� as successors and Assigns. 'rho tarns Benetidary sbAll mesa the owner and wdorq ioaudi ig pltd$eer, area ante seamed hereby. Beneficiary herein In this Dowd, wlkwver &: coitod so requir" the nusaulkw gander included the feminine and/or MAW, and the a SWw mvmba includes the plural. (9) That Tnustte accepts this Tract when this Dud. duly executed and ackntowk 4g*d, is made a public wooed as provided by law Tiwtes it not obligated to nuntify any patty hantto of pGading salo emda: Any other Dead of Tnset or of any action or proerodiAg to which Trvator, Ravifidmy or Trustee shall bo a party unless brought by Ttua ,& AO NOT RECORD RBQMSr h)OiRTtlU REWNVEYANCB TO TPXS'fEE: The undmiigned is the legal ow,wr and leibkr of the mote or notes, and all other kWdxe ken %=od by the f nvoing Deed elf T044 Said state or notes. torthar with all other indsbtedi,esa as uttd by said Deed of Teat, have been fully paid Ad matisft*d; sad you are hereby squaw cad diseeod, an payment to you of atiy some owing at you under tho terms of said Dead ofTrust. vn tallest said note or notes above ramioned, and all other tviAoa.xa Of indebtedness sot*x d by acid flood sit' Trust Wiveend to you herewith, lagether with the acid Deed of Trot, and to reactivity. withwt r'alraesy, to Ike parties dasi$astod by the terms of said Deed of uuet, all the eawto now held by you under the same. Dated:_-- _.._.—_ _•-- _ _ Plana tnsil Dcud ofTmst, Note and Reseoirveynaim r CERTIFICATE OF ACCEPTANCE THIS IS TO CERTIFY THAT THE INTEREST IN REAL PROPERTY CONVEYED BY THE DEED OF TRUST WITH ASSIGNMENT OF RENTS DATED MAY 4 1999, FROM IRWIN M. MILLER AND CAROL J. MILLER, TRUSTEES OF THE MILLER FAMILY TRUST DATED FEBRUARY 18, 1989 TO THE CITY OF VERNON ("CITY"), A POLITICAL CORPORATION AND/OR GOVERNMENTAL AGENCY, IS HEREBY ACCEPTED BY THE UNDERSIGNED OFFICER(S) ON BEHALF OF THE CITY COUNCIL OF SAID AGENCY PURSUANT TO AUTHORITY CONFERRED BY RESOLUTION NO. 7670 OF THE CITY COUNCIL OF SAID AGENCY ADOPTED ON December 5, 2000 , AND THE AGENCY CONSENTS TO THE RECORDATION THEREOF BY ITS DULY AUTHORIZED OFFICER. "_ 4M y" 11A _w THE CITY OF VERNON L ONIS C. MALBUR , MAYOR ATTEST: BRUCE V. MALKENHORST, CITY CLERK APPROVED AS TO FORM: BY: EDUARDO OLIVO , CITY ATTORNEY COMMERCE ESCROW COMPANY 1545 Wilshire Blvd., Suite 600, Los Angeles, California 90017 (213) 484-08SS (310) 284-5700 Fax (213) 484-0417 COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS STATE OF CALIFORNIA, LICENSE # 963 0884 DATE: ESCROW NO. ESCROW OFFICER: ESCROW ASSISTANT LOAN ESCROW INSTRUCTIONS November 13, 2000 (REVISED) 99-31990 Madeny 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: RRR REAL ESTATE LLC 1617 EAST 25TH STREET LOS ANGELES, CA 90011 LOAN AMOUNT: $187,362.00 POLICY OF TITLE INSURANCE: A.L.T.A.loan policy (with any endorsements required by lender) only, issued by Chicago Title Company with a liability in the amount of the loan shown above, showing the lender as insured. There shall be no owners policy of title insurance issued though this loan escrow. SUBJECT ONLY TO: 1. Second Half general and special taxes for the fiscal year 2000-2001. 2. Conditions, covenants, restrictions and easements of record. 3. A New First Trust Deed dated May 4,1999 in favor of the City of Vernon in the amount of $187,362.00 - This loan will be a first trust deed on the subject property and you are hereby authorized and instructed to obtain demands and/or releases from the lienholders and/or encumbrances of record against the property and/or the undersigned. DISBURSEMENTS: 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. PERSONAL GUARANTY: Irwin Miller individually shall deposit with lender or escrow holder (for immediate delivery to lender) the personal guaranty, as called for in paragarph 1.b and 3b. PAGE ONE CONTINUE ON PAGE TWO 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 LOAN ESCROW INSTRUCTIONS - PAGE TWO DATE: November 13, 2000 (Revised) ESCROW NO. 99-31990 ESCROW OFFICER MARLENY MARTIN ESCROW ASSISTANT: CHERYL WALLACE INVESTMENT OF FUNDS: Notwithstanding preprinted instructions to the contrary, you will place $187,362.00 of the loan deposit into a money market interest bearing account at Imperial Bank located in Costa Mesa, California, after bank clearance 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. PROMISSORY NOTE: Escrow holder is also in receipt of the promissory note dated 05/04/99, a copy of which is attached hereto as Exhibit °AA. Escrow holder is authorized and instructed to deliver the note to lender, immediately upon escrow holder's receipt of these loan instructions. 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: Warranties contained in paragraph 1 b,1 c,1 d, le, If, Ig, 2, 3.d, 3.e, 31, 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 ban, 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. The City of Vernon L '�CMalburg�,ay�or� Attest: 11'�L—Z"�'��e ,Bruce V. Malkenhorst, C` erk AA Eduardo Olivo, City Attorney RRR Real Estate LLC A California limited liability company By: Name: Its: PAGE TWO 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 08U 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 DEPOSITING 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. -_— Initial Ec: 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 ATTORNEYS 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 ATTORNEYS 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 Initlal ■ - , Em 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 Initial 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 - Initial i s . PROMISSORY NOTE Principal amount: $ 187,362.00 Date: 05/04/99 On 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 Fe Avenue, Vernon, CA 90058-0805, or such other place as the holder of this Note ("Holder") may from time to .time designate in writing, the principal sum of One Hundred Eighty-seven Thousand Three Hundred Sixty-two Dollars and No Cents ($187,362.00), 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 365-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 occurance 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 action was not commerced within the time required by law for commencement of the action. EXHIBIT "A" 0 . .0 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. RRR REAL ESTATE LLC By: d�j� LkLIJ- Irwin Miller (Name) Title: Manager M (Name) Title: EXHIBIT "A"