Resolution No. 91541
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. 9154
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN ASSIGNMENT AND ASSUMPTION AGREEMENT BY AND
BETWEEN THE CITY OF VERNON, WALTERS WHOLESALE
ELECTRIC CO. AND VERNON ELECTRO, LLC REGARDING
PROPERTY LOCATED AT 3375 E. SLAUSON AVENUE IN THE
CITY OF VERNON
WHEREAS, on July 5, 2006, the City Council of the City of
Vernon adopted Resolution No. 9093 approving the sale of certain real
property in the City consisting of approximately 39,900 square feet,
together with all existing structures and improvements, commonly known
as 3375 E. Slauson Avenue (the "Property") to Walters Wholesale
Electric Co. ("Walters") for the sum of $3,800,000; and
WHEREAS, Walters is a Managing Member of Vernon Electro,
ILLC, a California limited liability company ("Vernon Electro"); and
WHEREAS, Walters desires to assign all of its rights and
obligations to purchase the Property from the City of Vernon under the
Agreement of Purchase and Sale and Escrow Instructions dated June 30,
2006, as amended (the "City Agreement") to Vernon Electro; and
WHEREAS, Vernon Electro desires to assume all of Walter's
rights and obligations to purchase the Property, subject to and in
accordance with the terms and conditions of the City Agreement; and
WHEREAS, City staff have recommended that the City consent
to the assignment and assumption regarding the sale of the Property
and that the necessary documents to implement the sale be executed.
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
1
2
3
4
5
6
7
8
9
10
13
14
15
16
17
HM
19
20
21
22
23
24
25
26
27
28
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Assignment and Assumption Agreement with Walters and
Vernon Electro, in substantially the same form as the copy which is
attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor to execute the Agreement, and on behalf of, the
City of Vernon and the Acting City Clerk is hereby authorized to
attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the Acting City Clerk, or his designee, to make whatever
Inonsubstantive, administrative and/or text changes, upon advice of
(counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
authorizes the Acting City Clerk, or his designee, to execute any and
all documents as shall be required to complete the sale of the
Property and to accomplish the close of escrow consistent with the
terms of said Assignment and Assumption Agreement approved herein and
the City Agreement.
SECTION 6: The Acting 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 October, 2006.
ATTE T:
l
BRUCE V. ALKENHORST, JR.
Acting City Clerk
�s t
Tl///�V•' .�/ f
LEONIS C. LBUR , Mayor
- 2 -
EXHIBIT
A
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is
made as of September _, 2006 by and between the City of Vernon, a body corporate and politic
(the "City"), Walters Wholesale Electric Co., a California corporation ("Assignor"), and Vernon
Electro, LLC, a California limited liability company ("Assignee"), based on the following facts:
A. Assignor and the City entered into that certain Agreement of Purchase and Sale
and Escrow Instructions dated June 30, 2006, as amended (the "City Agreement"), pursuant to
which the City agreed to sell, and Assignor agreed to purchase, that certain real property located
at 3375 E. Slauson Avenue, Vernon, California (the "Property").
B. Assignor and Assignee desire that Assignor assign to Assignee and Assignee
assume from Assignor all of Assignor's rights and obligations under the City Agreement to
purchase the Property, together with all of Assignor's other rights and obligations with respect
thereto.
C. The City consents to the assignment from Assignor to Assignee on the terms and
conditions set forth below.
D. Initially capitalized terms used herein without definition shall have the meaning
ascribed to them in the City Agreement.
The parties hereby agree as follows:
1. Assignment and Assumption. Assignor hereby assigns to Assignee, and
Assignee hereby assumes from Assignor, all of Assignor's rights and obligations to purchase the
Property pursuant to, subject to and in accordance with the terms and conditions of the City
Agreement. Assignee hereby assumes and agrees to be bound by and to perform and observe,
for the benefit of the City, all of the obligations, indemnities, releases, and covenants of the City
Agreement.
2. No Release. Notwithstanding this Assignment, nothing contained herein shall
release Assignor from the obligations, indemnities, releases, and covenants of Buyer under the
City Agreement.
3. Counterparts and Facsimile. This Agreement may be executed in any number
of counterparts, each of which is an original and all of which are one instrument with the same
effect as if all parties had signed the same signature page. Documents exchanged by facsimile
shall be binding on the parties.
01910/0032 145795.1
Approved as to Form:
By:
Eric T. Fresch, City Attorney
THE CITY OF VERNON, a body corporate and politic
By:
Leonis C. Malburg, Mayor
Attest:
Bruce V. Malkenhorst, Jr.
Acting City Clerk
WALTERS WHOLESALE ELECTRIC CO.,
A California corporation
By:
John L. Walter, President
VERNON ELECTRO, LLC, a California limited liability
company
By: WALTERS WHOLESALE ELECTRIC CO.
a California corporation
Its: Managing Member
Lo
John L. Walter, President
01910/0032 145795.1 2
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro-Tem
WM. 'BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
November 7, 2006
.A�._.._
4305 Santa Fe Avenue, Vernon, California 90058
telephone (323) 583-8811
Via Facsimile & Federal Express
Ms. Sandra Slon
Troy & Gould
1801 Century Park East, 16th Floor
Los Angeles, CA 90067-2367
Re: Walters Wholesale Property
Dear Ms. Slon:
SOL BENUDIZ
Police Chief
MARK C. WHITWORTH
Acting Fire Chief
LEWIS J. POZZEBON
Director of Environmental Health
S. KEVIN WILSON
Director of Community Services
SHARON L. DUCKWORTH
Acting City Treasurer
Transmitted herewith are one executed original Amended and/or
Supplemented Escrow Instructions and one executed original Hold
Harmless "Gap -Indemnity" for the property located at 3375 East Slauson
Avenue. Please forward said documents to the appropriate person(s).
If you have any questions regarding this matter, please call Mr. Jeff
Harrison, at (323) 583-8811 ext. 171.
Nyours,
n
Deputy City Clerk
NG/ke
cc: Resolution No. 9154
Agreement File No. 06-120
'Exctugliffl# bougorial
4 a, 11l.U!/GUU0 10:J1 VAA JGO OZO 14.i(j 4111 GLEKA a UVVIUt
x� TX REPORT
TRANSMISSION OK
TX/RX NO
4785
CONNECTION TEL
713107891492
SUBADDRESS
CONNECTION ID
ST. TIME
11/07 16:30
USAGE T
01'22
PGS. SENT
4
RESULT
OK
4305 Santa Fe Avenue
Vemon, CA 90058
Phone: 323J583-8811
Fa)c 323/826-1438
Fax
To: Sandra Sion From: Kristen Enomoto for Jeff Harrison
Company:
Fa= 31 O/789-1492 Date: November 7, 2d06
Phone: pages: 4, including cover
Re: Walters Wholesale Property Documents CQ
❑ Urgent ❑ For Review ❑ Please Comment ❑ Please Reply ❑ Please Recycle
-Comments:
6310-004-900
DOC# 06-2513319-02 PLEASE READ YELLOW SHEET FIRST
006A/00170***********AUTO**3-DIGIT 900
CITY OF VERNON
4305 S SANTA FE AVE
VERNON, CA 90058-1714
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — (fold line)
0
h
h
r1
ad N
o
Oar
VW
C^
'Innv►aeN�s $
O
V Q'a V
m1Zzo^
WDy9N
00�0^ 0
W o n ra
WUJ
,^ y O C�0 0
V W _nm Y+
�Qw�m3
0
H
J �y
O
in
0
s
O
C_
Z .0
°
C N
N
C
°
2
M
O
°
N
a= 00
O
c
In v
N
0
'O
W
z .m
E
V
Ln
0
Am
C.
O E- N
CL
°o
Oo'€ o° s
o
c N J o E m
C �' O O
oc $ £op $ "2 ice- °,�G
W C O G Z ty C A V Z o o a;
o _
Zjj
O O x H
$c° 0 oo Wa � ' �3 E9N
w '� O o '0 F
aE �L m0. s?
o ei v
d vi s .00 O N t
m C~ Q H W
m ' m o �3 'o ° _0'rj
•V •CL
Q V C C
RECORDING REQUESTED BY
North American Title Company
Order No. 6016770-62
Escrow No, 228027-TD
WHEN RECORDED MAIL TO:
Vernon Elector, LLC
2825 Temple Avenue
Signal Hill, CA 90755
Attn: John L. Walters
MAIL TAX STATEMENTS TO:
As above set forth
APN: 6310-004-900
11114111
I!I II III ICE IIII 111IIIIl11IIU Illl IICI! i f ICI IIlI
20062513319
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
IN ACCORDANCE WITH SECTION 11932 OF THE CA. REV. AND TAX CODE,
GRANTOR HAS DECLARED THE AMOUNT OF TRANSFER TAX WHICH IS
DUE BY A SEPARATE STATEMENT WHICH IS NOT BEING RECORDED
WITH THIS DEED.
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED,
CITY OF VERNON, a body corporate and politic (the "Grantor")
HEREBY GRANT(S) TO:
VERNON ELECTRO, LLC, it California limited liability company (the "Grantee")
All of its right, title, and interest in and to the following described real property, in the
City of Vernon, County of Los Angeles, State of California:
The legal description is attached hereto, marked Exhibit "A" and by this reference
incorporated herein and made a part hereof.
PAGE 1
CONTINUE ON PAGE 2
01910f00)1 145788.1
11
�1
ORDER NO. 6016770$2
EXHIBIT "A"
(LEGAL DESCRIPTION)
THAT PORTION OF THE RANCHO SAN ANIONIC, IN TIE CITY OF VERNON, COUNTY OF LOS ANGUS,
STATE OF CALIFORNIA, BEING A PART OF THE HOLDINGS OF THE INDUSTRIAL CENTRE
CORPORATION, AS PER DEED RECORDED IN BOOK 6744, PAGE 36 OF DEEDS, RECORDS OF L05
ANGELES COUNTY, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT SOUTH 890 ST 01" FAST NINE HUNDRED TWELVE AND FIFTEEN
HUNDREDTHS FEET (912.1S) FROM THE SOUTHEAST COMA OF THE LAND CONVEYED TO SYLVESTER
L. WEAVER, AS PER DEED RECORDED IN BOOK 753, PAGE 18, OFFICIAL RECORDS, OF SAID COUNTY,
SAID POINT BEING ON A NORTHERLY LINE OF SLAU50N AVENUE PRODUCED EASTERLY; THENCE
NORTH 16 07' 43' WEST SDI HUNDRED THIRTY THREE AND SIXTY-FOUR HUNDREDTHS (633.64) FEET;
THENCE NORTHWESMY ON A TANGENT CURVE OONCI4VE TO THE SOUTHWEST, WITH A RADIUS OF
TWO HUNDRED SEVENTY-SEVEN AND NINE HUNDRED' THIRTY-NINE THOUSANDTHS FEET (277.939
FEET AND A CENTRAL ANGLE OF 69- 48' 56' THREE HUNDRED THIRTY-EIGHT AND SDRY-SEVEN
HUNDREDTHS FEET; THENCE NORTH 700 56' 39' WEST TWENTY AND THREE HUNDRED FORTY-FOUR
THOUSANDTHS FEET; THENCE NORTHWESTERLY ON A TANGENT CURVE CONCAVE TO THE
SOUTHWEST, WITH A RADIUS OF FOUR HUNDRED FIFTY-ONE AND THREE HUNDRED EIGHT -FOUR
THOUSANDTHS FEET AND A CENTRAL ANGLE OF S- IN 16" SIXTY-FOUR AND THIRTY-SEVEN
HUNDREDTHS FEET, THENCE NORTH 1D° IV SDCTYfOUR AND THIRTY-SEVEN HUNDREDTHS FEET;
THENCE NORTH 106 53' 05" EAST AND ONE AND FIFTY HUNDREDTHS FEEL' TO THE SOUTHWESTERLY
RIGHT OF WAY LINE OF THE LOS ANGELES AND SALT, LAKE RAILROAD; THENCE SOUTH 790 D6' 55'
EAST ONE HUNDRED SIXTY-THREE AND FIFTY -,'FOUR HUNDREDTHS FEET, ALONG THE
SOUTHWESTERLY RIGHT OF WAY LINE OF THE LOS ANGELES AND SALT LAKE RAILROAD -TO THE
WEST LINE OF THE LAND DESCRIBED IN DEED RECORDED IN BOOK 1647, PAGE 167, OFFICIAL
RECORDS OF SAID COUNTY; THENCE ALONG THE WESTiLINE OF THE LAND DESCRIBED IN SAID DEED,
SOUTH 100 53' 05' WEST ONE AND FIFTY HUNDAMS FEET; THENCE STILL ALONG SAID
WF3aTERLY LINE SOUTHEASTERLY ON A TANGENT COME CONCAVE TO THE SOUTHWEST WITH A
RADIUS OF FOUR HUNDRED FIFTY ONE AND 'THREE KUNDRED EIGHTY-FOUR THOUSANDTHS FEET,
SIXTY-FOUR AND THIRTY-SEVEN HUNDREDTHS FEET; THENCE SOUTH 70- 56' 3V EASTTWENTY AND
'TTaE HUNDRED FORTY-FOUR THOUSANDTHS FTEET;j THENCE SOUTHEASTERLY ON A TANGENT
CURVE CONCAVE TO THE SOUTHWEST WITH A RADIUS OF TWO HUNDRED SEVENTY SEVEN AND
NINE HUNDRED THIRTY-NINE THOUSANDTHS FEET AD A CENTRAL ANGLE OF 69- 48' 56", 33BA7
FEET; THENCE SOUTH I- D7' 43' EAST 602.61 FEET TO THE SOUTHWEST CORNER OF THE LAND
DESCRIBED IN SAID LAST MENTIONED DEED; THENCE NORTH 890 57" 01" WEST 160 FEET TO THE
POINT OF BEGINNING.
EXCEPT THAT PORTION OF SAID LAND LYING NORTHERLY OF THAT CERTAIN SOUTHERLY LINE OF
PARCEL 2 OF PARCEL MAP NO, 16858, FILED IN BOOK 177, PAGE 63, OF PARCEL MAPS, OF SAID
COUNTY, HAVING A BEARING OF NORTH 89" 56' 39' WEST AND A LENGTH OF 160.46 FEET.