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Resolution No. 81181 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 RESOLUTION NO. 8118 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A SUBORDINATION AGREEMENTBYAND AMONG THE CITY OF VERNON, SHU CHIN KOU AND SHAN CHUN KOU AND MANUFACTURER'S BANK REGARDING THE PROPERTY LOCATED AT 4510 SOUTH ALAMEDA STREET WHEREAS, on December 8, 1998, the owners of the properties at 4510 South Alameda Street and 1912 East Vernon Avenue recorded a Covenant and Agreement that provided for parking, exit access to a public way, surface water drainage to the street as required by the City's Zoning Ordinance and parcels to be held as one and no portion sold separately; and WHEREAS, Shu Chin Kou and Shan Chun Kou (collectively referred to as the "Kous"), the owners of the property located at 4510 South Alameda Street (the "Alameda Property"), desire that the City agree to a Subordination Agreement in order to put their new lender, Manufacturer's Bank, ("Bank") in the same position as their previous lender in order to refinance their loan on the Alameda Property; and WHEREAS, the Kous have represented that if they cannot refinance their loan they would suffer financial hardship; and WHEREAS, the Subordination Agreement will not change the City's position because the new lender or mortgagee is subject to the same restrictions of the Covenant and Agreement; and WHEREAS, the Kous have provided the Director of Community Services with a copy of a recorded easement that shows that 1912 East Vernon Avenue has an easement for ingress and egress, building maintenance and access to a drainage pipe through the Alameda n FM 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 P.%3 jProperty; and WHEREAS, the owners of the Alameda Property have agreed to reaffirm their obligation to provide parking, as required by the Vernon City Code, in the event they should lose the parking currently available and being used at 1912 East Vernon Avenue; and WHEREAS, by letter dated December 12, 2002, Bruce V. Malkenhorst, City Administrator/City Clerk recommended the approval and execution of the Subordination Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and SECTION 2: The City Council of the City of Vernon hereby approves the Subordination Agreement with Shu Chin Kou and Shan Chun Kou and Manufacturer's Bank, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement 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 transmit one fully executed and notarized original of the Agreement to each of the following Shu Chin Kou and Shan Chun Kou Attn. David L. Prince, Esq. 1912 East Vernon Avenue, Suite 100 Vernon, CA 90058 Manufacturer's Bank c/o David L. Prince, Esq. 1912 East Vernon Avenue, Suite 100 Vernon, CA 90058 - 2 - -SECTION 5: 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 18th day of December, 2002. LEONIS C. MAL8URG, Major ATTEST: _.._ BRUCE V. MALKENHORST, City Clerk - 3 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. 8118, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, December 18, 2002, and thereafter was duly signed by the Mayor of the City of Vernon. BRUCE V. MALKENHORST, City Clerk (SEAL) - 4 - EXHIBIT o,t l 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 RECORDING REQUESTED BY Shu Chin Kou and Shan Chu Kou WHEN RECORDED MAIL TO: David L. Prince, Esq. 1912 East Vernon Avenue Suite 100 Los Angeles, CA 90058 Assessor's Parcel No. SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT ("Subordination Agreement") is hereby made as of this day of December, 2002, by SHU CHIN KOU and SHAN CHUN KOU, Husband and Wife, as community property ("Owner") as owner of the "Property") (as defined below), CITY OF VERNON, ("City"), as beneficiary of the "Subordinated Agreement" (as defined below), and Manufacturer's Bank ("Lender"), as lender under the "Senior Loan Documents" (as defined below). WITNESSETH: WHEREAS, Owner did execute a Covenant and Agreement, covering the Property, in favor of City, which Covenant and Agreement was recorded December 8, 1998, as Document No. 982228326, Official Records of Los Angeles County, California (the "Subordinated Agreement"); and WHEREAS, Owner is the owner of certain real property (the "Property") located in the County of Los Angeles, State of California, as more particularly described on Exhibit "A", attached hereto and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 17 18 19 20 21 22 23 24 25 26 27 W incorporated herein by this reference; and WHEREAS, Owner is obtaining financing from Lender (the "Loan") which will be secured by a deed of trust covering the Property (the "Senior Deed of Trust"), which Loan will be evidenced by a promissory note, (the "Note"), in the amount of TWO MILLION, FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($2,500,000.00), payable with interest and upon the terms and conditions described in the Note, the Senior Deed of Trust, and such other customary loan documents necessary or appropriate to evidence and/or secure the Loan (which documents, together with the Note and Senior Deed of Trust, as collectively referred to herein as the "Senior Loan Documents"); and WHEREAS, it is a condition precedent to obtaining the Loan that the Senior Loan Documents shall be and remain at all times a lien or charge upon the Property, prior and superior to the lien or charge of the Subordinated Agreement; and WHEREAS, Lender is willing to make the Loan provided the Senior Loan Documents shall at all times be a lien or charge upon the Property, prior and superior to the lien or charge of the Subordinated Agreement and provided that the City will specifically subordinate the Subordinated Agreement to the lien or charge of the Senior Loan Documents in favor of Lender (as such Senior Loan Documents may be modified or amended from time to time); and WHEREAS, it is to the mutual benefit of the parties hereto that Lender makes such Loan to Owner; and City is willing that the Senior Loan Documents "shall, when recorded, constitute a lien or charge upon the Property which is prior and superior to the lien or charge of the Subordinated Agreement. NOW, THEREFORE, in consideration of the mutual benefits - 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 accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to induce Lender to make the Loan, it is hereby declared, understood and agreed as follows:: 1. That the Senior Loan Documents securing the Loan in favor of Lender, and any renewals or extensions thereof, shall be and remain at all times a lien or charge on the property therein described, prior and superior to the lien or charge of the Subordinated Agreement. 2. That Lender would not make the Loan without this Subordination Agreement. 3. That this Subordination Agreement shall be the whole and only agreement with regard to the subordination of the lien or charge of the Subordinated Agreement to the lien or charge of the Senior Loan Documents and shall supersede and cancel, but insofar as would affect the priority between the deeds of trust hereinbefore specifically described, any prior agreement as to such subordination including, but not limited to, those provisions, if any, contained in the Subordinated Agreement, which provide for the subordination of the lien or charge thereof to another deed or deeds of trust or to another mortgage or mortgages. 4. City declares, agrees and acknowledges that: a. City consents to the Senior Loan Documents being senior to the Subordinated Agreement. - 3 - 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 b. Lender in making disbursements pursuant to any such agreement is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; and C. City knowingly and voluntarily waives, relinquishes and subordinates the lien or charge of the Subordinated Agreement in favor of the lien or charge upon the Property of the Senior Loan Documents and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination specific loans and advances are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 5. City acknowledges and agrees that Owner and Lender may, from time to time, (i) enter into new documents to secure the existing -Loan or, (ii) modify the Senior Loan Documents. With respect thereto, in the event that any additional documents evidencing Lender's security interest in the Property, including, without limitation, any amendment or modification to any of - 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 NOTICE: the Senior Loan Documents (collectively, "Additional Security Documents") are recorded against the Property after the recordation of this Subordination Agreement in the Official Records of Los Angeles County, California, the lien or charge of the Subordinated Agreement shall be and remain subordinate to the lien or charge upon the Property of such Additional Security Documents. In furtherance of the foregoing, City agrees to execute, if requested by Owner or Lender, an additional agreement, in form and content reasonably similar to this Subordination Agreement, and containing terms and provisions similar to those set forth in this Subordination Agreement and otherwise in recordable form, to evidence the continuing subordination of the lien or charge of the Subordinated Agreement to the lien or charge of any Additional Security Documents. 6 This Subordination Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of the parties hereto. 7. This Subordination Agreement may be executed in counterparts which together shall constitute but one and the same original. THIS SUBORDINATION AGREEMENT CONTAINS A FULL PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXTENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. - 5 - 1 City: 2 3 4 5 ATTEST: 6 7 8 BRUCE,V. MALKENHORST, City Clerk 9 APPROVED AS TO FORM: 10 11 EDUARDO OLIVO, City Attorney 12 Borrower: 13 14 15 16 17 18 THE CITY OF VERNON, a Municipal Corporation By: LEONIS C. MALBURG, Mayor SHU CHIN KOU and SHAN CHUN KOU, Husband and-Wif, Owners of the Property By: -",4a �� Name: SHU C IN KOU By: S;; � Name: SHAN CHUN KOU 19 Lender: FACTURER'S BANK 20 By • a(,t tj-)) 21 Name: Laag2/?- Pliit A 22 Its: Pia ,62dyAj 23 By. �41- Name: W1 �Z.hae. l 1 Sen 24 Its: tires 25 [ALL SIGNATURES MUST BE ACKNOWLEDGED) 26 NOTICE: IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS 27 SUBORDINATION AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT THERETO. 28 - 6 - 1 2 3 4 5 61 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 �:OUNTY OF LOS ANGELES On r1 2002, before me, ��� 1, . CND �, , Notary z - , Public in and for said County and State, personally appeared SHU CHIN KOU , personally known to me (or proven to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/ subscribed to the within instrument, and acknowledged to me that he/she ' executed the same in his/herfthrr authorized capacity ( c-s) , and that by his/�� / h-.�r signature (s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Holt ARD D. Chi?t WITNESS my hand and official seal. co,,n -as. ion#1� 5 "_ t-`. Coy O Y; a � - Signature `.. iiCiiLos Ana -ales � PUb�C -11J, 19,20�. (Seal) STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) On / _/ Z - 2002, before me, yo��/ 1> CL-��• � Notary Public in and for said County and State., personally appeared SHAN CHUN KOU personally known to me (or proven to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/acre-subscribed to the within instrument, and acknowledged to me that h-/she/ire-y executed the same in +s-/her/ i-r- authorized capacity(i4ss , and that by /her/thee signature (s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (Signature (Seal) HOV;hRD D. CH _ cmra No, cry PubiiC - CO c > c Cogs I 1� Vic. �G�Mj 7 - 1 2 3 4 5 6 e1 Q 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ss ::OUNTY OF LOS ANGELES ) 2002, before me, Q��, Notary On ��` � eared Pubii in an for said ounty and State, persona y appeared ���l�X1�!n, personally known to me (or proven to me on the basis of satisfactory evidence) to be the person(s) whose names) Zg/are 'subscribed to the within instrument, and acknowledged to me that /they executed the same in /their authorized capacity(ies), and that by signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and is seal . MARM RUBIO AfM 1pn�ton Nokm v PhAo c • Cal OMM Signature I= moo" CM* M4jCann+ D0=Jan30.219 (Seal) STATE OF CALIFORNIA ) ss 'COUNTY OF LOS ANGELES ) 2002, before me, Notary On � Public in and for said County and State, personally appeared LE0NI5 C. MALBURG, personally known to me } + r -e—v -� to be the person} whose named isle subscribed to the within instrument, and acknowledged to me that ti,e/tz ey lh the- r authorized' he .executed the same in hiss=c�� capacity-E}ee-}-, and that by his /h 4the r signature-E- + on the instrument the person -Fs+, or the entity upon behalf of which the person-&- acted, executed the instrument. (WITNESS my hand and official seal. Signature (Seal) - 8 - EXHIBIT 1 EXHIBIT A ATTACHED TO AND HEREBY MADE A PART OF 2 SUBORDINATION AGREEMENT AMONG SHU CHIN KOU AND SHAN CHUN KOU, CITY OF VERNON, AND MERRILL LYNCH 3 BUSINESS FINANCIAL SERVICES INC. 4 5 COMMON ADDRESS OF REAL PROPERTY: 4500-4600 South'Alameda Street 6 Vernon, CA 90058 7 RECORD OWNER: SHU CHIN KOU and SHAN CHUN KOU, husband and wife as community 8 property. 9 LEGAL DESCRIPTION: 10 SEE EXHIBIT "A-l" ATTACHED HERETO AND MADE A PART HEREOF 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 9 - EXHIBIT AV EXHIBIT A LEGAL DESCRIPTION PARCEL L THOSE PORTIONS OF NEW VERNON, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 54, PAGE(S) 44 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTH LINE OF VERNON AVENUE (60 FEET WIDE), WHICH SAID POINT IS ABOVE IN THE NORTH LINE OF THE TRACT KNOWN AS PART OF NEW VERNON, AS PER MAP RECORDED IN BOOK 54 PAGE 44 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DISTANT 30 FEET SOUTH OF THE SOUTH BOUNDARY LINE OF SECTION 15, IN TOWNSHIP 2 SOUTH, RANGE 13 WEST, SAN BERNARDINO MERIDIAN, AND 98.72 FEET EAST OF THE POINT OF INTERSECTION OF SAID NORTH LINE OF SAID NEW VERNON TRACT, WITH THE ORIGINAL EASTERLY LINE OF ALAMEDA STREET (80 FEET WIDE), AS SHOWN ON SAID MAP, AND 77.67 FEET EAST OF THE POINT OF INTERSECTION OF SAID NORTH LINE OF SAID NEW VERNON TRACT, WITH THE EASTERLY LINE OF THE PRESENT ALAMEDA STREET EAST BRANCH (30 FEET WIDE); THENCE EASTERLY ALONG SAID NORTHERLY LINE OF SAID TRACT, 294 FEET; THENCE SOUTHERLY A LINE SHOWN ON SAID MAP AS RUNNING NORTHERLY AND SOUTHERLY TO A POINT DISTANT ALONG SAID LINE, SOUTH 00 41' 30" WEST 153.45 FEET FROM THE SOUTH LINE OF VERNON AVENUE, (60 FEET WIDE), AS ESTABLISHED BY THE CITY ENGINEER OF SAID CITY; SAID LAST MENTIONED POINT BEING THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE CONTINUING ALONG SAID NORTHERLY AND SOUTHERLY LINE, SOUTH 00 41' 30" WEST, 143.55 FEET TO AN ANGLE POINT THEREIN; THENCE ALONG ALINE SHOWN ON SAID MAP, AS RUNNING EASTERLY AND WESTERLY, NORTH 89° 50' 30" EAST 43.50 FEET; THENCE ALONG A LINE SHOWN ON SAID MAP, AS RUNNING NORTHERLY AND SOUTHERLY SOUTH 00 41' 30 WEST, 286.37 FEET; THENCE PARALLEL WITH SAID SOUTH LINE OF VERNON AVENUE, SOUTH 890 50' 30" WEST, 368.27 FEET; TO THE EAST LINE OF THE EAST BRANCH OF ALAMEDA STREET, (30 FEET WIDE), AS ESTABLISHED BY SAID CITY ENGINEER; THENCE ALONG SAID EAST LINE, NORTH 30 59' 3" WEST 80.57 FEET; THENCE NORTH 89' 50' 30" EAST 19.15 FEET; THENCE NORTH 20 45' 44" EAST 349.91 FEET TO LINE PARALLEL WITH THE SOUTH LINE OF VERNON AVENUE, WHICH PASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE NORTH 890 50' 30" EAST 299.55 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: A NON-EXCLUSIVE EASEMENT FOR: A) INGRESS TO AND EGRESS FROM VERNON AVENUE FOR ACCESS TO THE PARCEL OF LAND DESCRIBED IN PARCEL 1; B) ACCESS TO AND MAINTENANCE OF THE UNDERGROUND FUEL STORAGE TANK LOCATED ON THE SOUTHERLY AREA; C) DRAINAGE TO VERNON AVENUE FROM PARCEL 1; AND D) UTILITY INSTALLATIONS, INCLUDING THE EXISTING OVERHEAD POWER LINES, OVER THE LAND DESCRIBED AS FOLLOWS: THE EAST 50 FEET (MEASURED ALONG THE SOUTHERLY AND MOST NORTHERLY LINES) OF THAT PORTION OF NEW VERNON, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21, PAGE(S) 25 AND 26 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE LAND DESCRIBED IN THE DEED TO DOROTHY STRAWN RECORDED FEBRUARY 28, 1942 AS INSTRUMENT NO. 671, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE PROLONGATION OF THE NORTHERLY LINE OF SAID LAND, NORTH 890 50' 30" EAST 153.80 FEET TO THE NORTHWEST CORNER OF THE LAND DESCRIBED IN THE DEED TO ALAVERN CO. RECORDED JANUARY 30, 1975 AS INSTRUMENT NO. 382 OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE WESTERLY LINE OF THE LAND DESCRIBED IN SAID LAST MENTIONED DEED AND THE PROLONGATION THEREOF, SOUTH 0° 41' 30" WEST 153.45 FEET TO THE MOST NORTHERLY CORNER OF THE LAND FIRST DESCRIBED IN THE DEED TO ARGOSY FUND RECORDED NOVEMBER 28, 1951 AS INSTRUMENT NO. 574 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE MOST NORTHERLY LINE OF THE LAND DESCRIBED IN SAID LAST MENTIONED DEED, SOUTH 89° 50' 30" WEST 299.55 FEET TO THE EASTERLY LINE OF THE LAND FIRST DESCRIBED IN THE DEED TO SOUTHERN PACIFIC COMPANY RECORDED JUNE 9, 1888 AS INSTRUMENT NO. 76 IN BOOK 447 PAGE 184 OF DEEDS, IN SAID RECORDERS OFFICE; THENCE ALONG SAID EASTERLY LINE NORTH 20 45' 44" EAST TO THE SOUTHWEST CORNER OF THE LAND DESCRIBED IN SAID HEREINABOVE MENTIONED DEED TO DOROTHY STRAWN; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID HEREINABOVE MENTIONED DEED TO DOROTHY STRAWN AS FOLLOWS: NORTH 890 50' 30" EAST 144.83 FEET, AND NORTH 000 09' 30" WEST 90.70 FEET TO THE POINT OF BEGINNING. PARCEL 3: A NON-EXCLUSIVE EASEMENT FOR ACCESS TO AND MAINTENANCE OF THE STORAGE TANK LOCATED IN THE CONCRETE SLAB IN SIZE APPROXIMATELY 7 X 42 FEET, ABUTTING THE SOUTH LINE, OVER THE LAND DESCRIBED AS FOLLOWS: THE SOUTH 20 FEET MEASURED AT RIGHT ANGLES TO THE SOUTH LINE OF THE WEST 100 FEET OF THE EAST 150 FEET (MEASURED ALONG THE SOUTH LINE) OF THAT PORTION OF NEW VERNON, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21, PAGE(S) 25 AND 26 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE LAND DESCRIBED IN THE DEED TO DOROTHY STRAWN RECORDED FEBRUARY 28, 1942 AS INSTRUMENT NO. 671, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE PROLONGATION OF THE NORTHERLY LINE OF SAID LAND, NORTH 890 50' 30" EAST 153.80 FEET TO THE NORTHWEST CORNER OF THE LAND DESCRIBED IN THE DEED TO THE ALAVERN CO. RECORDED JANUARY 30, 1975 AS INSTRUMENT NO. 382 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE WESTERLY LINE OF THE LAND DESCRIBED IN SAID LAST MENTIONED DEED AND THE PROLONGATION THEREOF, SOUTH 00 41' 30" WEST 153.45 FEET TO THE MOST NORTHERLY CORNER OF THE LAND FIRST DESCRIBED IN THE DEED TO THE ARGOSY FUND RECORDED NOVEMBER 28, 1951 AS INSTRUMENT NO. 574 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE MOST NORTHERLY LINE OF THE LAND DESCRIBED IN SAID LAST MENTIONED DEED, SOUTH 89° 50' 30" WEST 299.55 FEET TO THE EASTERLY LINE OF THE LAND FIRST DESCRIBED IN THE DEED TO THE SOUTHERN PACIFIC COMPANY RECORDED JUNE 9, 1888 AS INSTRUMENT NO. 76 IN BOOK 47 PAGE 184 OF DEEDS, IN SAID RECORDERS OFFICE; THENCE ALONG SAID EASTERLY LINE NORTH 20 45' 44" EAST TO THE SOUTHWEST CORNER OF THE LAND DESCRIBED IN SAID HEREINABOVE MENTIONED DEED TO DOROTHY STRAWN; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID HEREINABOVE MENTIONED DEED TO DOROTHY STRAWN AS FOLLOWS: NORTH 89' 50' 30" EAST 144.83 FEET, AND NORTH 000 09' 30" WEST 90.70 FEET TO THE POINT OF BEGINNING. PARCEL 4: A NON-EXCLUSIVE EASEMENT FOR ACCESS TO AND MAINTENANCE OF THE UNDERGROUND GAS UTILITY LINE, IN CONJUNCTION WITH UTILITY EASEMENT AGREEMENT DATED MAY 4, 1982 BETWEEN PRIMETIME INVESTMENTS, NIC., A CORPORATION AND SAFEWAY STORES, INC., A MARYLAND CORPORATION, RECORDED JUNE 25,1982 AS INSTRUMENT NO. 82-639909, OFFICIAL RECORDS, OVER THE LAND DESCRIBED AS FOLLOWS: THE EAST 10 FEET OF THE WEST 22 FEET OF THAT PORTION OF NEW VERNON, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21, PAGE(S) 25 AND 26 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE LAND DESCRIBED IN THE DEED TO DOROTHY STRAWN RECORDED FEBRUARY 28, 1942 AS INSTRUMENT NO. 671, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE PROLONGATION OF THE NORTHERLY LINE OF SAID LAND, NORTH 890 50' 30" EAST 153.80 FEET TO THE NORTHWEST CORNER OF THE LAND DESCRIBED IN THE DEED TO THE ALAVERN CO., RECORDED JANUARY 30, 1975 AS INSTRUMENT NO. 382 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE WESTERLY LINE OF THE LAND DESCRIBED IN SAID LAST MENTIONED DEED AND THE PROLONGATION THEREOF, SOUTH 0° 41' 30" WEST 153.45 FEET TO THE MOST NORTHERLY CORNER OF THE LAND FIRST DESCRIBED IN THE DEED TO THE ARGOSY FUND RECORDED NOVEMBER 28, 1951 AS INSTRUMENT NO. 574 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE MOST NORTHERLY LINE OF THE LAND DESCRIBED IN SAID LAST MENTIONED DEED, SOUTH 890 50' 30" WEST 299.55 FEET TO THE EASTERLY LINE OF THE LAND FIRST DESCRIBED IN THE DEED TO THE SOUTHERN PACIFIC COMPANY RECORDED JUNE 9, 1888 AS INSTRUMENT NO. 76 IN BOOK 447 PAGE 184 OF DEEDS, IN SAID RECORDERS OFFICE; THENCE ALONG SAID EASTERLY LINE NORTH 20 45' 44" EAST TO THE SOUTHWESTCORNER OF THE LAND DESCRIBED IN SAID HEREINABOVE MENTIONED DEED TO DOROTHY STRAWN; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID HEREINABOVE MENTIONED DEED TO DOROTHY STRAWN AS FOLLOWS, NORTH 89° 50' 30" EAST 144.83 FEET, AND NORTH 000 09' 30" WEST 90.70 FEET TO THE POINT OF BEGINNING. PARCEL 5: A NON-EXCLUSIVE EASEMENT FOR ACCESS TO AND FROM SAID PARCEL 1 AND INSPECTION AND MAINTENANCE OF THE NORTH SIDE OF THE BUILDING, OVER THE LAND DESCRIBED AS FOLLOWS: THE SOUTH 7 FEET (MEASURED AT RIGHT ANGLES TO THE SOUTH LINE) OF THAT PORTION OF NEW VERNON, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21, PAGE(S) 25 AND 26 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE LAND DESCRIBED IN THE DEED TO DOROTHY STRAWN RECORDED FEBRUARY 28, 1942 AS INSTRUMENT NO. 671, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE PROLONGATION OF THE NORTHERLY LINE OF SAID LAND, NORTH 89° 50' 30" EAST 153.80 FEET TO THE NORTHWEST CORNER OF THE LAND DESCRIBED IN THE DEED TO THE ALAVERN CO., RECORDED JANUARY 30, 1975 AS INSTRUMENT NO. 382 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE WESTERLY LINE OF THE LAND DESCRIBED IN SAID LAST MENTIONED DEED AND THE PROLONGATION THEREOF, SOUTH 00 41' 30" WEST 153.45 FEET TO THE MOST NORTHERLY CORNER OF THE LAND FIRST DESCRIBED IN THE DEED TO THE ARGOSY FUND RECORDED NOVEMBER 28, 1951 AS INSTRUMENT NO. 574 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE MOST NORTHERLY LINE OF THE LAND DESCRIBED IN SAID LAST MENTIONED DEED, SOUTH 89° 0' 30" WEST 299.55 FEET TO THE EASTERLY LINE OF THE LAND FIRST DESCRIBED IN THE DEED TO THE SOUTHERN PACIFIC COMPANY RECORDED JUNE 9, 1888 AS INSTRUMENT NO. 76 IN BOOK 447 PAGE 184 OF DEEDS, IN SAID RECORDERS OFFICE; THENCE ALONG SAID EASTERLY LINE NORTH 20 45' 44" EAST TO THE SOUTHWEST CORNER OF THE LAND DESCRIBED IN SAID HEREINABOVE MENTIONED DEED TO DOROTHY STRAWN; THENCE ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID HEREINABOVE MENTIONED DEED TO DOROTHY STRAWN AS FOLLOWS, NORTH 89 50' 30" EAST 144.83 FEET, AND NORTH 00 09' 30" WEST 90.70 FEET TO THE POINT OF BEGINNING. PARCEL 6: A NON-EXCLUSIVE EASEMENT FOR THE INSTALLATION, OPERATION, MAINTENANCE, REPAIR AND REPLACEMENT OF A NATURAL GAS LINE AND GAS METER OVER AND UNDER THE SURFACE OF THE LAND DESCRIBED AS FOLLOWS: THAT PORTION OF NEW VERNON, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 54, PAGE(S) 44 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTH LINE OF VERNON AVENUE (60 FEET WIDE), WHICH SAID POINT IS ALSO IN THE NORTH LINE OF THE TRACT KNOWN AS PART OF NEW VERNON, AS PER MAP RECORDED IN BOOK 54 PAGE 44 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DISTANT 30 FEET SOUTH OF THE NORTH BOUNDARY LINE OF SECTION 15, IN TOWNSHIP 2 SOUTH, RANGE 13 WEST, SAN BERNARDINO MERIDIAN, AND 98.72 FEET EAST OF THE POINT OF INTERSECTION OF SAID NORTH LINE OF SAID NEW VERNON TRACT, WITH THE ORIGINAL EASTERLY LINE OF ALAMEDA STREET (30 FEET WIDE), AS SHOWN ON SAID MAP, AND 77.67 FEET EAST OF THE POINT OF INTERSECTION OF SAID NORTH LINE OF SAID NEW VERNON TRACT, AND THE EASTERLY LINE OF THE PRESENT ALAMEDA STREET EAST BRANCH (30 FEET WIDE); THENCE EASTERLY ALONG SAID NORTHERLY LINE OF SAID TRACT, NORTH 890 50' 30" EAST, 16.97 FEET; THENCE SOUTH 0° 09' 30" EAST, 90.70 FEET TO A POINT IN THE NORTH LINE OF THE PROPERTY OF SAFEWAY STORES, INCORPORATED; THENCE, ALONG SAID NORTH LINE SOUTH 00 09' 30" WEST 70.70 FEET; THENCE, LEAVING SAID NORTH LINE NORTH 00 09' 30" WEST 70.70 FEET; THENCE, SOUTH 89' 50' 30" WEST 7.99 FEET TO A POINT; THENCE, NORTH 2° 45' 44" EAST 20.03 FEET TO THE POINT OF BEGINNING. PARCEL T AN EASEMENT FOR THE MAINTENANCE OF A SPUR TRACT OVER THE WESTERLY 40 FEET OF THE FOLLOWING DESCRIBED REAL PROPERTY SITUATED IN THE CITY OF VERNON TO WIT: COMMENCING AT A POINT ON THE EASTERLY LINE OF THE EAST BRANCH OF ALAMEDA STREET, 30 FEET WIDE, IN SAID CITY OF VERNON, AT A POINT WHICH IS NORTH 30 59' 30" WEST 212.08 FEET FROM THE NORTH LINE OF MOORE'S HOME PLACE TRACT, AS PER MAP RECORDED IN BOOK 7 PAGE 82 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 3° 59' 30 EAST 212.08 FEET; THENCE NORTH 89° 50' 30" EAST 350.95 FEET; THENCE NORTH 00 41' 30 EAST 211.63 FEET; THENCE SOUTH 890 50' 30" WEST 368.27 FEET TO THE POINT OF BEGINNING. PARCEL 8: THOSE PORTIONS OF BLOCKS 1 AND 2 OF NEW VERNON, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21, PAGE(S) 25 AND 26 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING WEST OF LOTS 1 TO 10 INCLUSIVE OF EACH OF SAID BLOCKS 1 AND 2. EXCEPT THAT PORTION OF SAID LAND LYING SOUTHERLY OF THE NORTHERLY LINE AND THE WESTERLY PROLONGATION THEREOF OF THE LAND DESCRIBED IN DEED RECORDED FEBRUARY 26, 1941 AS INSTRUMENT NO. 4 OF OFFICIAL RECORDS OF SAID COUNTY. PARCEL 9: THAT PORTION OF SUNSET AVENUE (VACATED) 60 FEET WIDE AS SHOWN ON MAP OF NEW VERNON, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21, PAGE(S) 25 AND 26 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED AS FOLLOWS: ON THE EAST BY THE SOUTHERLY PROLONGATION OF THE WESTERLY LINES OF LOTS 1 TO 10 INCLUSIVE OF BLOCK 1 OF SAID NEW VERNON, AND BOUNDED ON THE WEST BY THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF SAID BLOCK1 OF SAID NEW VERNON. EXCEPT FROM PARCELS 8 AND 9 (ABOVE) ALL PORTIONS LYING WESTERLY OF THE EASTERLY LINE OF ALAMEDA STREET AS DESCRIBED IN THAT CERTAIN DEED RECORDED IN BOOK 2349 PAGE 219 OF THE OFFICIAL RECORDS OF SAID COUNTY. ALSO EXCEPT ALL MINERALS AND MINERAL RIGHTS, INTEREST AND ROYALTIES, INCLUDING WITHOUT LIMITING THE GENERALITY THEREOF, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES, AS WELL AS METALLIC OR OTHER SOLID MINERALS, IN AND UNDER THE PROPERTY, HOWEVER, WITHOUT THROUGH RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OF THE PROPERTY AS EXCEPTED AND RESERVED BY SOUTHERN PACIFIC TRANSPORTATION COMPANY, IN THAT CERTAIN DEED RECORDED APRIL 19, 1990 AS INSTRUMENT NO. 90-730007, OFFICIAL RECORDS. THE ABOVE PARCELS 8 AND 9 ARE ALSO SHOWN AS PORTIONS OF THE PLAT SHOWING THOSE PORTIONS OF BLOCKS 1, 2, 3, 4, 5, 6, 7, 8 AND 9 OF NEW VERNON VACATED AND RESTORED TO ACREAGE, AS PER MAP RECORDED IN BOOK 54 PAGE 44 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THEREFROM PARCELS 1, 8 AND 9 THAT PORTION DEEDED TO THE CITY OF VERNON BY DEED RECORDED NOVEMBER 19, 1993 AS INSTRUMENT NO. 93-2277293, OFFICIAL RECORDS. PARCEL 10: THOSE PORTIONS OF NEW VERNON, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 54 PAGE 44 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE EASTERLY LINE OF THE EAST BRANCH OF ALAMEDA STREET, 30 FEET WIDE, IN SAID CITY OF VERNON, AT A POINT WHICH IS NORTH 30° 59' 30" WEST 212.08 FEET FROM THE NORTH LINE OF MOORE'S HOME PLACE TRACT, AS PER MAP RECORDED IN BOOK 7 PAGE 82 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE SOUTH 30 59' 30" EAST 212.08 FEET; THENCE NORTH 89' 50' 30" EAST 350.95 FEET; THENCE NORTH 01 41' 30" EAST 211.63 FEET; THENCE SOUTH 890 50' 30" WEST 368.27 FEET TO THE POINT OF BEGINNING. PARCEL 10A: AN EASEMENT FOR INGRESS, EGRESS AND PARKING FOR THE BENEFIT OF THE LAND COMMONLY KNOWN AS 4510 SOUTH ALAMEDA STREET, VERNON, CALIFORNIA, OVER THAT PORTION OF NEW VERNON, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21, PAGE(S) 25 AND 26 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF THE LAND DESCRIBED IN THE DEED TO DOROTHY STRAWN RECORDED FEBRUARY 28, 1942 AS INSTRUMENT NO.671, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID LAND, NORTH 89° 50' 30 EAST 45.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID PROLONGATION NORTH 89' 50' 30" EAST 108.80 FEET TO THE NORTHWEST CORNER OF THE LAND DESCRIBED IN THE DEED TO THE ALAVERN COMPANY, RECORDED JANUARY 30, 1975 AS INSTRUMENT NO. 382 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE WESTERLY LINE OF SAID LAST MENTIONED DEED AND THE SOUTHERLY PROLONGATION THEREOF, SOUTH 0° 41' 30" WEST 138.5 FEET TO A LINE THAT IS PARALLEL WITH AND 15.00 FEET NORTHERLY OF THE NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE ARGOSY FUND RECORDED NOVEMBER 28, 1951 AS INSTRUMENT NO. 754 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID PARALLEL LINE SOUTH 89° 50' 30" WEST 188.00 FEET; THENCE SOUTH 00 09' 30" EAST 15.00 FEET TO SAID LAST MENTIONED NORTHERLY LINE; THENCE ALONG SAID LAST MENTIONED NORTHERLY LINE SOUTH 890 50' 30" WEST 110 FEET TO THE EASTERLY LINE OF THE LAND FIRST DESCRIBED IN THE DEED TO THE SOUTHERN PACIFIC COMPANY, RECORDED DUNE 9, 1888 AS INSTRUMENT NO. 76 IN BOOK 447 PAGE 184 OF DEEDS; IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID EASTERLY LINE NORTH 20 45' 44" EAST 63 FEET, MORE OR LESS, TO THE SOUTHERLY LINE OF SAID LAND DESCRIBED IN DEED TO DOROTHY STRAWN; THENCE ALONG SAID SOUTHERLY LINE AND ITS EASTERLY PROLONGATION, NORTH 890 50' 30" EAST 157.00 FEET; THENCE NORTH 00 09' 30" WEST 12.00 FEET, THENCE NORTH 890 50' 30" EAST 29 FEET; MORE OR LESS TO A LINE THAT BEARS SOUTH 00 09' 30" EAST FROM THE TRUE POINT OF BEGINNING; THENCE NORTH 00 09' 30" WEST TO THE TRUE POINT OF BEGINNING. PARCELII: AN EASEMENT FOR INGRESS, EGRESS AND PARKING FOR THE BENEFIT OF THE LAND COMMONLY KNOWN AS 4510 SOUTH ALAMEDA STREET, VERNON, CALIFORNIA, OVER THAT PORTION OF NEW VERNON, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 21, PAGE(S) 25 AND 26 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF VERNON AVENUE, 60 FEET WIDE, AND THE EASTERLY LINE OF THE LAND FIRST DESCRIBED IN DEED TO THE SOUTHERN PACIFIC COMPANY, RECORDED JUNE 9, 1888 AS INSTRUMENT NO.. 76, IN BOOK 447 PAGE 184, OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID EASTERLY LINE AND ITS SOUTHERLY PROLONGATION SOUTH 20 45' 44" WEST TO THE EASTERLY LINE OF THE EAST BARREL OF ALAMEDA STREET, 40 FEET WIDE, AS NOW ESTABLISHED, THENCE NORTHERLY, ALONG SAID LAST MENTIONED EASTERLY LINE, TO SAID SOUTHERLY LINE OF VERNON AVENUE; THENCE THEREON TO THE POINT OF BEGINNING. EXCEPT THAT WESTERLY PORTION LYING SOUTHERLY OF A LINE THAT IS PARALLEL WITH AND DISTANT 292.00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF C.M. MOORE'S HOME PLACE TRACT, AS SHOWN ON MAP RECORDED IN BOOK 7 PAGE 82 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO EXCEPT THAT PORTION LYING NORTHERLY OF THE NORTH LINE OF IMPROVEMENT DISTRICT NO. 1 AS IT EXISTED IN 1970.