Resolution No. 94961
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RESOLUTION NO. 9496
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
FIRST AMENDMENT TO AN AGREEMENT FOR PURCHASE AND
SALE OF REAL PROPERTY BY AND BETWEEN THE CITY OF
VERNON AND SMURFIT-STONE CONTAINER ENTERPRISES,
INC. FOR PROPERTY LOCATED AT 2200 E. 55TH STREET
AND 2001 E. 57TH STREET IN THE CITY OF VERNON
WHEREAS, on October 15, 2007, the City Council of the City
of Vernon adopted Resolution No. 9439 approving an Agreement for
Purchase and Sale of Real Property dated as of October 18, 2007, (the
"Agreement") with Smurfit -Stone Container Enterprises, Inc.
("Smurfit") for the purchase of properties located at 2200 E. 55th
Street and 2001 E. 57th Street in the City of Vernon (the "Property");
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WHEREAS, prior to the close of escrow, the City and Smurfit
desired to amend the Agreement to provide for a closing date of
December 18, 2007, to reduce the purchase price by $125,000, and
establish a new purchase price of $17,125,000, to provide for the
abandonment of Well No. 7, to provide for property taxes and holdback
for the Property, and to provide for remediation and holdback; and
WHEREAS, in order to meet the urgent need to close escrow by
December 18, 2007, the City Administrator executed the First Amendment
to Agreement dated December 6, 2007, as well as documents necessary to
complete the purchase of the Property and accomplish the close of
escrow, subject to ratification by the City; and
WHEREAS, the City desires to approve and ratify the actions
of the City Administrator in executing all the necessary documents to
complete the purchase of the Property under the terms and conditions
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11of the 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
�Ifinds and determines that the recitals contained hereinabove are true
(land correct.
SECTION 2: The City Council of the City of Vernon hereby
approves and ratifies the First Amendment to the Agreement with
Smurfit, a copy of which is attached hereto as Exhibit A and
incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to execute any and
all documents as shall be required to complete the purchase of the
Property and to accomplish the close of escrow consistent with the
terms of the Agreement, as amended.
SECTION 4: 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 17th day of December, 2007.
A'I'T S T
UELA GIRO , C ty Clerk
Name: Leonis Ca Malburg
Title: Mayor /v- Tem, .
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1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution No. 9496, was
6 duly adopted by the City Council of the City of Vernon at a regular
7 meeting of the City Council duly held on Monday, December 17, 2007, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
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12 UELA GIR N, City Clerk
13 (SEAL)
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EXHIBIT A
First Amendment to Agreement
For Purchase and Sale of Real Property
This First Amendment to Agreement for Purchasd and Sale of Real Property (this
"Amendment") is made as of December 6, 2007 by and between Smurfit -Stone Container
Enterprises, Inc., a Delaware corporation ("Seller") and The City of Vernon (`Buyer") in order
to amend certain terms of the Agreement for Purchase and Sale of Real Property dated as of
October 18, 2007 by and between the Buyer and Seller (the "Agreement"). Each initially
capitalized term used in this Amendment without definition shall have the definition ascribed to
such term in the Agreement.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Abandonment of Wells; Purchase Price Reduction for Non Abandorilnent. Buyer
and Seller have agreed that Seller will abandon only one of the three wells currently located on
the Property (Well #7). The abandonment of Well #7 will be undertaken in accordance with all
applicable laws, and Seller will obtain all necessary permits for this work. The abandonment of
Well #7 will be accomplished within thirty (30) calendar days following the Closing Date. Seller
will not abandon, damage, or destroy Wells #9 and #10. In consideration of the savings achieved
by Seller in regard to not abandoning these two wells, the parties have agreed that the Purchase
Price for the Property will be reduced by $125,000. The final Purchase Price is therefore
amended to be $17,125,000,
2. Property axes; Holdback and No Proration. Although Seller has advised Buyer
that Seller has paid, in full, the December 10, 2007 installment of real property taxes on the
Property, the County Assessor's Office may not process the taxes soon enough for the taxes to be
shown as paid prior to the Closing Date. If the County Assessor's Office has not shown that the
December 10, 2007 taxes have been paid in full by the Closing Date, the full amount of the
installment of property taxes due and payable by December 10, 2007 in the amount of
$57,016.27, plus the penalty amount in the amount of 10% of such amount ($5,701.61), for a
total amount of $62,717.88 will be held in Escrow from the proceeds of the Purchase Price.
These funds will be released to the Seller by Escrow within two (2) business days following
notification from. the Assessor's Office of payment in full of the December 10, 2007 installment
of the property taxes for the Property. Notwithstanding anything to the contrary in the
Agreement, the parties acknowledge and agree that, since the Buyer is a tax exempt entity, there
will be no proration of property taxes through Escrow. Any property taxes that were prepaid by
the Seller for periods during which Seller will not own the Property will be handled between
Seller and the County Assessor's Office.
3. Remediation and Holdback. The Buyer will assume responsibility for
remediating the hydrocarbon contaminated soils at Boring B 18 after the Closing. The amount of
$12,000 (the "Holdback Amount") will be held back from the proceeds of the Purchase Price to
reimburse Buyer for the cost of the remediation. Buyer will notify Escrow and Seller within two
01910/0049 166134.3
(2) business days following completion of the remediation and receipt of the final closure
certificate from the City of Vernon Department of Environmental Health that the remediation has
been completed, and such notice will include a copy of the invoice for the remediation. Within
two (2) business days following Escrow's receipt of the notice of completion, closure certificate,
and invoice, Escrow will deliver to Buyer a reimbursement in full for the cost of the remediation
as shown on the invoice, and will deliver to Seller any excess of the Holdback Amount that is not
owing to Buyer as reimbursement for the cost of the remediation; provided, however, that in no
event will Seller be obligated to reimburse Buyer more than the Holdback Amount for the
remediation, and Buyer will be responsible for any excess costs of remediation.
4. Closing Date. The Closing Date shall be December 18, 2007.
5. Effectiveness of A eement. All other terms and provisions of the Agreement
shall remain in full force and effect and, except as expressly amended or modified hereby, are
hereby ratified and reaffirmed. In the event of any inconsistency between the provisions of this
Amendment and the provisions of the Agreement, the provisions of this Amendment shall
control.
b. Counterparts and Facsimile. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which taken together shall
constitute one and the same instrument. The parties acknowledge the validity of signatures by
facsimile; provided, however, each party shall promptly deliver to the other party an originally
signed document.
Executed as of the date first above written.
BUYER:
The City of Vernon
By:_
Eric T. Fresch, Ci A istrator
ATT T:
By:
Manuela Giron, dity Cie
APPROVED O FORM:
By. —
MTson, City Attorney
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0191010049 166134.3
SELLER:
SMURFIT-STONE CONTAINER
ENTERPRISES, INC.
By:
Title: G 4 16
01910/0049 166134 3
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: December 19, 2007
TO: Manuela Giron, City Clerk
FROM: Jeff A. Harrison, City Attorne
RE: 2200 E. 55th Street and 2001 E. 57th Street, Vernon,
California - Smurfit -Stone Container Enterprises, Inc.
Dear Nelly:
Enclosed are the following documents respecting the above —referenced
purchase approved by Resolution No. 9439 on October 15, 2007, as
amended by Resolution No. 9496 on December 17, 2007:
1. Amended and/or Supplemented Escrow Instructions (original
signed by the City).
2. Buyer Estimated Closing Statement #2 (original signed by the
City) .
3. Final Buyer Closing Statement.
JH:j1
Enclosures
101 N. Brand Blvd. Suite 1800
Glendale, CA, 91203
PHONE: (818)240-4912 • FAX:-(818)551-5361
AMENDED AND/OR SUPPLEMENTED
ESCROW INSTRUCTIONS
December 13, 2007 Escrow No: 231119=TD
RE: 2200 E. 55TH STREET & 2001 E. 57TH STREET, VERNON, CA 90058
TO: North American Title Company
My previous instructions in the above numbered escrow are hereby amended and/or supplemented in the following
particulars only:
A Escrow Holder has been handed a fully executed copy of that certain First Amendment to Agrement for Purchase
and Sale of Real Property, dated Dec. 6, 2007, the following is added as clarification of Escrow Holder's duties as
referenced therein:
1. Seller agrees to send Escrow Holder, an acknowledgment of the fact that the Escrow Holder is releasing the
remediation holdback amount as per Buyer's direction and authorization, within 2 business days following
Escrow Holder's emailed written notification sent to Seller. Absent of any further instructions from the Seller,
within the time limit specified, the Escrow Holder is authorized and instructed to disburse the remediation
holdback amount as per the original provisions set forth therein, and Escrow Holder's duties will be deemed
finalized and completed.
2. Escrow ^Holder is authorized and instructed to issue the tax cancellation letter, at the close of escrow, in the
form attached hereto marked Exhibit "A" and by this reference made a part hereof. Escrow Holder's duties
with the same are limited to the completing of the same, at closing and forwarding the same by regular U.S.
mail or overnight service. Any refund due to overpayment of any of the real property taxes by Seller shall be
paid to Seller, without monitoring on the part of Escrow Holder or North American Title Company.
3. Escrow Holder shall not be further concerned with the matters referenced in Paragraph 1, other than to
reduce the purchase price and reflect the same on the closing statements prepared for Buyer and Seller.
4. Upon recordation of the grant deed that conveys title to the subject property to Buyer, it shall conclusively be
presumed by the Escrow Holder that any and all due diligence matters, and/or agreements between Buyer
and Seller to be completed prior to closing, have been satisfactorily completed, and that any documents
delivered to Buyer and Seller outside of escrow, without delivery by Escrow Holder through escrow, have
been received by Buyer and Seller, or the receipt of same has been waived by Buyer and Seller.
5. Buyer and Seller understand and agree that the closing of the Agreement of Purchase and Sale and .
Joint Escrow Instructions shall be by way of a so-called New York style closing, meaning that the sale
will be deemed closed when the recordable documents are released for recordation and the sale
proceeds are released to or for the benefit of the Seller notwithstanding the fact that recordation of
the Deed by which title is conveyed to the Buyer will not be recorded until sometime thereafter
(usually the next business day)."
6. The date to be considered as the date to be utilized by Escrow Holder for all applicable prorations of the
escrow and to show on the final closing statements will be said deemed closed date, as determined in
accordance with these instructions referenced in Paragraph 5 above.
7. The legal description for the subject property is attached hereto, marked Exhibit "B" and by this reference
incorporates the Buyer and Seller approval of the same for use herein.
*****ALL OTHER TERMS AND CONDITIONS SHALL REMAIN THE SAME.*****
EACH OF THE UNDERSIGNED STATES THAT HE/SHE HAS READ THE FOREGOING INSTRUCTIONS AND UNDERSTANDS THEM AND
DOES HEREBY ACKNOWLEDGE RECEIPT OF A COPY OF THESE INSTRUCTIONS. EACH OF THE UNDERSIGNED UNDERSTANDS THESE
INSTRUCTIONS MAY BE EXECUTED IN COUNTERPARTS, ALL OF WHICH WHEN TAKEN TOGETHER SHALL BE DEEMED TO BE THE
INSTRUMENT.
SELLER: BUYER:
Smurfit -Stone Container Enterprises, Inc., a Delaware
corporation
By:
Cra))g A. Hunt, Sr. VP & Secretary
ATTEST
By:
e
Manuela Giron,y'City Clerk
City of Vernon, a boa corporate and politic
By:
i
Eric. T. Fresc , City Administrator
Approved by:
By:
3111. H ion, City Attorney
TripleTek Enterprise Settlement System 4583 Amendmt.doc
DATE:
Sandra Curtis
Disbursements/Tax Division p I �
�/►ly
500 West Temple Street !
Tax Section, Room #153
Los Angeles, CA 90012
ATTENTION: TAX CANCELLATION UNIT
ESCROW NO.: 231119-TD
PROPERTY: 2200 E. 55' Street and 2001 E. 57"' Street, Vernon, CA 90058
Dear Ms. Curtis:
Enclosed please find a conformed copy of the Grant Deed dated executed
by Grantor: Smurfit -Stone Container Enterprises, Inc., a Delaware corporation, to the
Grantee: City of 'Vernon, a body corporate and politic, and recorded on
as Instrument No.
Please cancel the County Real Estate Taxes pursuant to the following information:
Assessors Tax Parcel Numbers(s): 6308-017-009
6314-017-015
Property Acquired by CITY OF VERNON for $17,125000.00 for County purposes.
If you have any questions, please contact the undersigned.
Sincerely,
Tina DeBow,
Senior Escrow Officer
cc: Eric T. Fresch, City Adminstrator
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
cc: Willard Yamaguchi/Deputy City Attorney
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
cc: Sandra Slon, Esq.
Troy & Gould
1801 Century Park East, Suite 1600
Los Angeles, CA 90067
9
ORDER NO. 6020708-62
EXHIBIT "A"
(LEGAL DESCRIPTION)
PARCELI:
THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND
4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89° 11' 30" EAST 270.63 FEET TO THE EAST
LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 00 02' 15" EAST
411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID
LOT 5, SOUTH 890 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING.
EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON
FOR ROAD PURPOSES.
PARCEL 2:
THAT PORTION OF LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE
OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE EASTERLY LINE OF SAID LOT 3, DISTANT THEREON NORTH 0° 35' 15"
WEST, 119 FEET FROM THE SOUTHEAST CORNER OF SAID LOT, THENCE SOUTH 890 42' 30" WEST,
160.93 FEET; THENCE NORTH 0° 02' WEST 203 FEET; THENCE NORTH 89° 42' 30" EAST 158.94 FEET,
MORE OR LESS, TO THE EASTERLY LINE OF SAID LOT 3; THENCE SOUTH 00 35' 15" EAST 203 FEET TO
THE POINT OF BEGINNING.
SAID PROPERTY BEING THE SAME PROPERTY DESCRIBED IN DEED TO LOWELL M. HAMBRIC,
RECORDED IN BOOK 6617 PAGE 880, OFFICIAL RECORDS OF SAID COUNTY.
PARCEL 3:
THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR
ROAD PURPOSES.
PARCEL 4:
THAT PORTION OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGE 2 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
ORDER NO. 6020708-62
BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF EAST 55M STREET (60 FEET WIDE)
WITH THE EASTERLY LINE OF SAID LOT 3; THENCE SOUTH 890 38' WEST ALONG SAID SOUTHERLY
LINE 24 FEET, MORE OR LESS, TO THE INTERSECTION WITH A LINE DRAWN PARALLEL WITH AND
DISTANT 24 FEET, MEASURED AT RIGHT ANGLES FROM THE EASTERLY LINE OF SAID LOT 3; THENCE
SOUTH 00 35' 15" EAST ALONG SAID PARALLEL LINE 248.03 FEET; THENCE PARALLEL WITH SAID
SOUTHERLY LINE OF EAST 557' STREET, NORTH 890 38' EAST 24 FEET, MORE OR LESS, TO THE
EASTERLY LINE OF SAID LOT 3; THENCE NORTH 00 35' 15" WEST ALONG SAID EASTERLY LINE 248.03
FEET, MORE OR LESS, TO THE POINT OF BEGINNING.
PARCEL 5:
THAT PORTION OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2'AND 3 OF MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE EAST LINE OF SAID LOT, DISTANT NORTH THEREON 322 FEET FROM
THE SOUTHEAST CORNER THEREOF; THENCE NORTH ALONG SAID EAST LINE TO THE SOUTHEAST
CORNER OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED
RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' WEST ALONG THE
SOUTH LINE OF SAID LAND AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO
PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 268.65
FEET; THENCE NORTH 00 02' 15" WEST ALONG .THE WESTERLY LINE OF SAID LAST MENTIONED
TRACT OF LAND, 32 FEET; THENCE SOUTH 89° 39' WEST 7.84 FEET TO THE WEST LINE OF SAID LOT
3; THENCE SOUTHERLY ALONG THE WEST LINE OF SAID LOT TO A POINT DISTANT NORTHERLY
THEREON 119 FEET FROM THE SOUTH LINE OF SAID LOT; THENCE" EASTERLY PARALLEL WITH SAID
SOUTH LINE TO THE SOUTHWEST CORNER OF THE TRACT OF LAND CONVEYED TO LOWELL M.
HAMBRIC BY DEED RECORDED IN BOOK 6617 PAGE 88, OFFICIAL RECORDS; THENCE NORTH 01 02'
WEST ALONG THE WEST LINE OF SAID LAST . MENTIONED TRACT OF LAND, 203 FEET TO THE
NORTHWEST CORNER THEREOF; THENCE NORTH 890 42' 30" EAST, ALONG THE NORTH LINE OF
SAID LAND, 158.94 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.
PARCEL 6:
LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 28 PAGES "2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF.
PARCEL 7:
THAT PORTION OF LOT 1 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE
OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF
SAID LOT, NORTH 890 39' 00" EAST 450 FEET; THENCE PARALLEL WITH THE WESTERLY LINE OF
SAID LOT, SOUTH 00 35' 15" EAST 389 FEET TO A POINT IN THE SOUTHERLY LINE OF SAID LOT 1;
THENCE ALONG SAID SOUTHERLY LINE SOUTH 890 30' 00" WEST 450 FEET TO THE SOUTHWEST
CORNER OF SAID LOT; THENCE ALONG THE WESTERLY LINE OF SAID LOT 1, NORTH 0° 35' 15" WEST
389 FEET TO THE POINT OF BEGINNING.
101 N. Brand Blvd. Suite 1800 Glendale, CA 91203
PHONE: (818)240-4912 FAx: (818)551-5361
BUYER ESTIMATED CLOSING STATEMENT #2
BUYER: CITY OF VERNON, A PUBLIC BODY CORPORATE AND POLITIC
PROPERTY: 2200 E. 55TH STREET& 2001 E. 57TH STREET
VERNON, CA 90058
ESCROW #:
231119-TD
ESCROW BRANCH:
GLENDALE ESCROW
ESCROW OFFICER:
TINA DE BOW
PREPARER:
TINA DE BOW
DATE PREPARED:
12/14/2007
ESTIMATED
12/18/2007
CLOSE:
Description ... ..°, ... ..:...: .. .... . , .. .:. ..
Debit
Credit
Total Consideration
Total Consideration
$17,125,000.00
Deposit/Earnest Money
$250,000.00
Additional Deposit
$250,000.00
Prorations and Adjustments
Buyer's Interest earned on deposits: to be reflected as a credit on final
statement; and there are no real property tax or adjustment prorations of any
$.1,500.00
kind in this transaction
padding for unknowns -refund to Buyer at close
Commissions
Commission to CUSHMAN & WAKEFIELD OF CALIFORNIA
$342,500.00
Title Charges
Owners Policy to NORTH AMERICAN TITLE COMPANY
$10,275.00
upgrade to NORTH AMERICAN TITLE COMPANY
$2,568.75
endorsement fees 3 @ $750.00 all others requested at no charge
$2,250.00
Escrow Charges
Settlement Fee
$4,281.25
Document Preparation
$75.00
Special Messenger/Courier Fee
$25.00
Sub Total
$500,000.00
$17,488,475.00
Fund Due from Buyer
$16,988,475.00
Totals
17 488 475.00
$17 488,475.00
Buyer(s) understand and agree that this is an Estimated Buyer Closing Statement only ana all items shown are ,
subject to change at closing.
Read and Approved:
City of Vernon, a body corporate and politic
By:
Eric T. re ity Administrator
Approved by:
By: %Iu
Jefy, arri 11
City Attorney
ATTEST:
By :
Manuela Giron; Cilty C:ierk
101 N. Brand Blvd. Suite 1800 Glendale, CA 91203
PHONE: (818)240-4912 FAx: (818)551-5361
TripleTek Enterprise Settlement System 4303 SellOpLtr.doc
101 N. Brand I3lVd. SUlte LbUU bienadie, %I/A 71/-U-)
PHONE: (818)240-4912 FAx: (818)551-5361
BUYER'CLOSING STATEMENT
F1'NAL
BUYER: CITY OF VERNON, A PUBLIC BODY CORPORATE AND POLITIC
PROPERTY: 2200 E. 55TH STREET & 2001 E. 57TH STREET
VERNON, CA 90058
ESCROW #:
231119-TD
ESCROW BRANCH:
GLENDALE ESCROW
ESCROW OFFICER:
TINA DE BOW
PREPARER:
TINA DE BOW
DATE PREPARED:
12/18/2007
CLOSE DATE:
12/18/2007
Description
Debit
Credit
Total Consideration
Total Consideration
$17,125,000.00
$250,000.00
Deposit/Earnest Money by wire on 10-22-07
00
$2$1,,671..075
Additional Deposit by wire on 12-4-07
Interest earned on deposits
47
0.
$16,488,75.0
Additional Deposit by wire on 12-17-07
Commissions
Commission to CUSHMAN & WAKEFIELD OF CALIFORNIA INC.
$342,500.00
Title Charges: Order No. 6020708-62
Owners Policy — Buyer paid per PSA
$10,275.00
$2,569.00
upgrade to NORTH AMERICAN TITLE COMPANY
endorsement fees 3 @ $750.00 all others no charge
$2,250.00
Escrow Charges
Settlement Fee
25
$4,$75.
$75.00
Document Preparation i
$5.00
Special Messenger/Courier Fees
$45.00
IBA set up fee
Sub Total
$17,487,070.25
$17,490,146.75
Proceeds Due Buyer
$3,076.50
Totals
$17 490,146.75
17 490 146.75
SAVE FOR INCOME TAX PURPOSES
101 N. Brand Blvd. Suite 1800 Glendale, CA 91203
PHONE: (818)240-4912 FAx: (818)551-5361
TripleTek Enterprise Settlement System 4303 SellOpLtr,doc
rI'/9lo
COPY
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
December 17, 2007
Hand Delivered
Ms. Flora Ling
Senior Vice President
East West Bank
135 N. Los Robles Ave., Suite 600
Pasadena, CA 91101
Re: East West Bank Loan Documents
Dear Flora:
Enclosed please find the following signed documents:
1. Hazard Insurance Disclosure.
2. Promissory Note.
3. Assignment of Deposit Account.
4. Deed of Trust (notarized).
5. Agreement to Provide Insurance.
If you have any questions, please contact me.
JH:j1
Enclosures
Very t3A
ly yours,
J A.jarrison
City Attorney
�u z
E cfusivefy Industriaf
MALAKU IN,UKANUt UIJI:LUbUKt
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing ' **dEtt has been omitted due to text length limitations.
Borrower: City of Vernon, a municipal corporation Lender: East West Bank
4305 Santa Fe Avenue 9300 Flair Drive, 6th Floor
Vernon, CA 90058 El Monte, CA 91731
HAZARD INSURANCE DISCLOSURE
Made Pursuant to California Civil Code Section 2955.5
IMPORTANT
DO NOT SIGN THIS FORM UNTIL YOU CAREFULLY
READ IT AND UNDERSTAND ITS CONTENT
You have applied for a loan or credit accommodation that will be secured by real property. As a condition of the
loan or credit accommodation, Lender may require you to maintain hazard insurance coverage for the real property.
California law provides that Lender cannot require you, as a condition of receiving or maintaining a loan secured by
real property, to provide hazard insurance coverage against risks to the property (such as fire and other perils) in an
amount exceeding the replacement value of the building or structures attached to the property.
BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, RECEIVED AND UNDERSTAND THIS
HAZARD INSURANCE DISCLOSURE. THIS DISCLOSURE IS DATED DECEMBER 13, 2007.
BORROWER:
r
CITY OF VERNON, A MUNICIPAL CORPORATION
By. C` ��Gcit'� Lt By:'
ni C. Malburg, Mayo of City of ernon, a Manuela Giron, City 'ClerIf of City of Vernon, a
municipal c's"Ploration municipal corporation
By:
Jef H n, City Attorney of City of Vernon, a
mu i i al c r oration
LASER PRO Lending, V., 5.38.10.001 Cgpr. Harland Financial S.1u11 ns. Inc. 1997. 2007. All Rights Reserved. - CA G:\APPS\EWBCFI\CFI\LPL\B18.FC TR-4558 PR -I
F KVIVII„UKY NV It
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing " * * * " has been omitted due to text length limitations.
Borrower: City of Vernon, a municipal corporation Lender: East West Bank
4305 Santa Fe Avenue 9300 Flair Drive, 6th Floor
Vernon, CA 90058 El Monte, CA 91731
Principal Amount: $12,843,750.00 Initial Rate: 7.028% Date of Note: December 13, 2007
PROMISE TO PAY. City of Vernon, a municipal corporation ("Borrower") promises to pay to East West Bank ("Lender"), or order, in lawful
money of the United States of America, the principal amount of Twelve Million Eight Hundred Forty-three Thousand Seven Hundred Fifty &
00/100 Dollars ($12,843,750.00), together with interest on the unpaid principal balance from December 18, 2007, until paid in full.
PAYMENT. Borrower will pay this loan in one principal payment of $12,843,750.00 plus interest on January 1, 2009. This payment due on
January 1, 2009, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all
accrued unpaid interest due as of each payment date, beginning February 1, 2008, with all subsequent interest payments to be due on the same
day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid
interest; then to principal; then to any unpaid collection costs; and then to any late charges. The annual interest rate for this Note is computed
on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown
above or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index
which is the one month London Interbank offered rate (LIBOR) (the "Index"). The Index is not necessarily the lowest rate charged by Lender on
its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower.
Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each month.
Borrower understands that Lender may make loans based on other rates as well. The Index currently is 5.028%. The interest rate to be applied
to the unpaid principal balance during this Note will be at a rate of 2.000 percentage points over the Index, resulting in an initial rate of 7.028%.
NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.
PREPAYMENT; MINIMUM INTEREST CHARGE. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the
date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required
by law. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of
$100.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the
amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to
continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to
send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it
without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: East West Bank, Loan Services Department, 9300 Flair Drive, 6th Floor El Monte, CA 91731.
LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 6.000% of the regularly scheduled payment.
INTEREST AFTER DEFAULT. Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately increase by adding
a 5.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that
would have applied had there been no default.
DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:
Payment Default. Borrower fails to make any payment when due under this Note.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this
Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan.
This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or
a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate
reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party
of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or
disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its
option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty
in a manner satisfactory to Lender, and, in doing so, cure any Event of Default.
Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
Insecurity. Lender in good faith believes itself insecure.
Loan No: 29218
PROMISSORY NOTE
(Continued)
Page 2
Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the
same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest
immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or
not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law.
JURY WAIVER. To the extent permitted by applicable law, Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.
GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of
the State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $18.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
COLLATERAL. Borrower acknowledges this Note is secured by (1) Deed of Trust on real property located at 2200 East 55th Street and 2001
East 57th Street, City of Vernon, County of Los Angeles, State of California; (2) Assignment of Deposit account number 80358187 with Lender
for environmental cleanup cost reserve; (3) Assignment of Deposit account number 80358179 with Lender for interest reserve.
CERTIFICATION OF ACCURACY. Borrower certifies under penalty of perjury that all financial documents provided to Lender, which may include
income statements, balance sheets, accounts payable and receivable listings, inventory listings, rents rolls, and tax returns, are the most recent
such documents prepared by Borrower, that they give a complete and accurate statement of the financial condition of Borrower, as of the dates
of such statements, and that no material change has occurred since such time, except as disclosed to Lender in writing. Borrower agrees to
notify Lender immediately of the extent and character of any material adverse change in the Borrower's financial condition. The financial
documents shall constitute continuing representations of Borrower and shall be construed by Lender to be continuing statements of the financial
condition of Borrower and to be new and original statement of all assets and liabilities of Borrower with respect to each advance under this Note
and every other transaction in which Borrower becomes obligated to Lender until Borrower advises Lender to the contrary. The financial
documents are being given to induce Lender to extend credit and Lender is relying upon such documents. Lender may verify with third parties
any information contained in financial documents delivered to Lender, obtain information from others, and ask and answer questions and
requests seeking credit experience about the undersigned.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair,,fail to realize upon or perfect Lender's
security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
CITY OF VERNON, A MUNICIPAL CORPORATION
Leor is C. Malburg, Ma or of Cit of Vernon, a
municipal core ration
n.a�By:
Je Ha s n, City Attorney of City of Vernon, a
m i i al c1l
ration
By:
Manuela Giron, Cit - Cler of City of Vernon, a
municipal corporation
LASER PRO Lending, W, 6.38.10.001 Cop,. Harland Financial Solutions, Inc. 1997, 20D7. All Rights Reserved. - CA G:\APPS\EWBCFI\CFI\LPL\D20.FC TR-4658 PR-1
ASJIUNIVMN I Ur Utru,l I ALA;UUN I
Grantor: City'of Vernon, a municipal corporation Lender: East West Bank
4305 Santa Fe Avenue 9300 Flair Drive, 6th Floor
Vernon, CA 90058 El Monte, CA 91731
THIS ASSIGNMENT OF DEPOSIT ACCOUNT dated December 13, 2007, is made and executed between City of Vernon, a municipal corporation
("Grantor") and East West Bank ("Lender").
ASSIGNMENT. For valuable consideration, Grantor assigns and grants to Lender a security interest in the Collateral, including without limitation
the deposit accounts described below, to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with
respect to the Collateral, in addition to all other rights which Lender may have by law.
COLLATERAL DESCRIPTION. The word "Collateral" means the following described deposit accounts ("Account"):
Checking Account Number 80358187 with Lender for environmental cleanup cost reserve
Checking Account Number 80358179 with Lender for Interest Reserve
together with (A) all interest, whether now accrued or hereafter accruing; (B) all additional deposits hereafter made to the Account; (C) any
and all proceeds from the Account; and (D) all renewals, replacements and substitutions for any of the foregoing.
In addition, the word "Collateral" includes all of Grantor's property (however owned if owned by more than one person or entity), in Lender's
possession (or in the possession of a third party subject to Lender's control), whether existing now or later and whether tangible or intangible in
character, including without limitation each and all of the following:
(A) All property to which Lender acquires title or documents of title.
(B) . All property assigned to Lender.
(C) All promissory notes, bills of exchange, stock certificates, bonds, savings passbooks, time certificates of deposit, insurance policies,
and all other instruments and evidences of an obligation.
(D) All records relating to any of the property described in this Collateral section, whether in the form of writing, microfilm, microfiche, or
electronic media.
GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents
and promises to Lender that:
Ownership. Grantor is the lawful owner of the Collateral free and clear of all loans, liens, encumbrances, and claims except as disclosed to
and accepted by Lender in writing.
Right to Grant Security Interest. Grantor has the full right, power, and authority to enter into this Agreement and to assign the Collateral to
Lender.
No Prior Assignment. Grantor has not previously granted a security interest in the Collateral to any other creditor.
No Further Transfer. Grantor shall not sell, assign, encumber, or otherwise dispose of any of Grantor's rights in the Collateral except as
provided in this Agreement.
No Defaults. There are no defaults relating to the Collateral, and there are no offsets or counterclaims to the same. Grantor will strictly
and promptly do everything required of Grantor under the terms, conditions, promises, and agreements contained in or relating to the
Collateral.
Proceeds. Any and all replacement or renewal certificates,' instruments, or other benefits or proceeds related to the Collateral that are
received by Grantor shall be held by Grantor in trust for Lender and immediately shall be delivered by Grantor to Lender to be held as part
of the Collateral.
Validity; Binding Effect. This Agreement is binding upon Grantor and Grantor's successors and assigns and is legally enforceable in
accordance with its terms.
Financing Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect
Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender's security interest in the Property. This includes making sure Lender is shown as the first and only security
interest holder on the title covering the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless
prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute
documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If Grantor
changes Grantor's name or address, or the name or address of any person granting a security interest under this Agreement changes,
Grantor will promptly notify the Lender of such change.
LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. While this Agreement is in effect, Lender may retain the rights
to possession of the Collateral, together with any and all evidence of the Collateral, such as certificates or passbooks. This Agreement will
remain in effect until (a) there no longer is any Indebtedness owing to Lender; (b) all other obligations secured by this Agreement have been
fulfilled; and (c) Grantor, in writing, has requested from Lender a release of this Agreement.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if
Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to
discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on
Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or
paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for
insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at
the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned
among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the
ASSIGNMENT OF DEPOSIT ACCOUNT
Loan No: 29218 (Continued) Page 2
remaining term of the Note; or (Cj be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also
will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon
Default.
LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of any
certificate or passbook for the Collateral but shall have no other obligation to protect the Collateral or its value. In particular, but without
limitation, Lender shall have no responsibility (A) �-for the collection or protection of any income on the Collateral; (B) for the preservation of
rights against issuers of the Collateral or against third persons; (C) for ascertaining any maturities, conversions, exchanges, offers, tenders, or
similar matters relating to the Collateral; nor (D) for informing the Grantor about any of the above, whether or not Lender has or is deemed to
have knowledge of such matters.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
r
Payment Default. Grantor fails to make any payment when due under the Indebtedness.
Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or
in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Grantor.
False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this
Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Insolvency. The dissolution or termination of Grantor's existence as a going business, the insolvency of Grantor, the appointment of a
receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the
Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an
adequate reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party
of any of the Indebtedness or guarantor, endorser, surety, or accommodation party dies or becomes incompetent or revokes or disputes the
validity of, or liability under, any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or
performance of the Indebtedness is impaired.
Cure Provisions. If any default, other than a default in payment is curable and if Grantor has not been given a notice of a breach of the
same provision of this Agreement within the preceding twelve (12) months, it may be cured if Grantor, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen 05)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default, or at any time thereafter, Lender may exercise any one or
more of the following rights and remedies, in addition to any rights or remedies that may be available at law, in equity, or otherwise:
Accelerate Indebtedness. Lender may declare all Indebtedness of Grantor to Lender immediately due and payable, without notice of any
kind to Grantor.
Application of Account Proceeds. Lender may take directly all funds in the Account and apply them to the Indebtedness. If the Account is
subject to an early withdrawal penalty, that penalty shall be deducted from the Account before its application to the Indebtedness, whether
the Account is with Lender or some other institution. Any excess funds remaining after application of the Account proceeds to the
Indebtedness will be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any
deficiency after application of the proceeds of the Account to the Indebtedness. Lender also shall have all the rights of a secured party
under the California Uniform Commercial Code, even if the Account is not otherwise subject to such Code concerning security interests,
and the parties to this Agreement agree that the provisions of the Code giving rights to a secured party shall nonetheless be a part of this
Agreement.
Transfer Title. Lender may effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints
Lender as Grantor's attorney -in -fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if
more than one) as shall be necessary or reasonable.
Other Rights and Remedies. Lender shall have and may exercise any or all of the rights and remedies of a secured creditor under the
provisions of the California Uniform Commercial Code, at law, in equity, or otherwise.
Deficiency Judgment. If permitted by applicable law, Lender may obtain a judgment for any deficiency remaining in the Indebtedness due
to Lender after application of all amounts received from the exercise of the rights provided in this section.
Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this
Agreement or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any
remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of
Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its
remedies.
Cumulative Remedies. All of Lender's rights and remedies, whether evidenced by this Agreement or by any other writing, shall be
cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's
failure to perform, shall not affect Lender's right to declare a default and to exercise its remedies.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
ASSIGNMENT OF DEPOSIT ACCOUNT
Loan No: 29218 (Continued) Page 3
Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and
Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help
enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's
attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection
services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State
of California.
Preference Payments. Any monies Lender pays because of an asserted preference claim in Grantor's bankruptcy will become a part of the
Indebtedness and, at Lender's option, shall be payable by Grantor as provided in this Agreement.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to
demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender.
Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses
shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written
notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees
to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one
Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.
Power of Attorney. Grantor hereby appoints Lender as its true and lawful attorney -in -fact, irrevocably, with full power of substitution to do
the following: (1) to demand, collect, receive, receipt for, sue and recover all sums of money or other property which may now or
hereafter become due, owing or payable from the Collateral; (2) to execute, sign and endorse any and all claims, instruments, receipts,
checks, drafts or warrants issued in payment for the Collateral; (3) to settle or compromise any and all claims arising under the Collateral,
and in the place and stead of Grantor, to execute and deliver its release and settlement for the claim; and (4) to file any claim or claims or
to take any action or institute or take part in any proceedings, either in its own name or in the name of Grantor, or otherwise, which in the
discretion of Lender may seem to be necessary or advisable. This power is given as security for the Indebtedness, and the authority hereby
conferred is and shall be irrevocable and shall remain in full force and effect until renounced by Lender.
Waiver of Co-Obligor's Rights. If more than one person is obligated for the Indebtedness, Grantor irrevocably waives, disclaims and
relinquishes all claims against such other person which Grantor has or would otherwise have by virtue of payment of the Indebtedness or
any part thereof, specifically including but not limited to all rights of indemnity, contribution or exoneration.
Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so
modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a
person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the
Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the
Indebtedness.
Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall
survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time
as Grantor's Indebtedness shall be paid in full.
Time is of the Essence. Time is of the essence in the performance of this Agreement.
Waive Jury. To the extent permitted by applicable law, all parties to this Agreement hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by any party against any other party.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
Account. The word "Account" means the deposit accounts described in the "Collateral Description" section.
Agreement. The word "Agreement" means this Assignment of Deposit Account, as this Assignment of Deposit Account may be amended
or modified from time to time, together with all exhibits and schedules attached to this Assignment of Deposit Account from time to time.
Borrower. The word "Borrower" means City of Vernon, a municipal corporation and includes all co-signers and co -makers signing the Note
and all their successors and assigns.
Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral
Description section of this Agreement.
ASSIGNMENT OF DEPOSIT ACCOUNT
Loan No: 29218 (Continued) Page 4
Default. The word "Default" means the Default set forth in this Agreement in the section titled "Default".
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this
Agreement.
Grantor. The word "Grantor" means City of Vernon, a municipal corporation.
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including
without limitation a guaranty of all or part of the Note.
Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and
interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of
the Related Documents.
Lender. The word "Lender" means East West Bank, its successors and assigns.
Note. The word "Note" means the Note executed by City of Vernon, a municipal corporation in the principal amount of $12,843,750.00
dated December 13, 2007, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.
Property, The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral
Description" section of this Agreement.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements
and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS ASSIGNMENT OF DEPOSIT ACCOUNT AND AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED DECEMBER 13, 2007.
GRANTOR:
CITY OF VERNON, A MUNICIPAL CORPORATION
By:
anuela Giron, City Clerk f City of Vernon, a
municipal corporation
LASER PRO Lending, V., 5.38.10.001 Cop,. Harland Financial Solutions, Inc. 1997, 2007. All Rights Reserved. - CA G:%APPSIEWBCF11CFl\LPLIE9O.FC TR-4558 PR-1
RECORDATION REQUESTED BY:
WHEN RECORDED MAIL TO:
East West Bank
9300 Flair Drive, 6th Floor
El Monte, CA 91731
SEND TAX NOTICES TO:
City of Vernon, a body corporate and politic
4305 Santa Fe Avenue
Vernon, CA 90058 FOR RECORDER'S USE ONLY
DEED OF TRUST
THIS DEED OF TRUST is dated December 13, 2007, among City of Vernon, a body corporate and politic,
whose address is 4305 Santa Fe Avenue, Vernon, CA 90058 ("Trustor"); East West Bank, whose address is
9300 Flair Drive, 6th Floor, El Monte, CA 91731 (referred to below sometimes as "Lender" and sometimes as
"Beneficiary"); and EAST WEST INVESTMENT INC., A CALIFORNIA CORPORATION, whose address is 135 N.
LOS ROBLES AVENUE, PASADENA, CA 91101 (referred to below as "Trustee").
CONVEYANCE AND GRANT. For valuable consideration, Trustor irrevocably grants, transfers and assigns to Trustee in trust, with power
of sale, for the benefit of Lender as Beneficiary, all of Trustor's right, title, and interest in and to the following described real property,
together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and
appurtenances; all water, water rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights,
royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the
"Real Property") located in Los Angeles County, State of California:
See Exhibit "A", which is attached to this Deed of Trust and made a part of this Deed of Trust as if fully
set forth herein.
The Real Property or its address is commonly known as 2200 East 55th Street and 2001 East 57th Street,
Vernon, CA 90058. The Assessor's Parcel Number for the Real Property is 6308-017-009 and
6308-017-015.
Trustor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Trustor's right, title, and interest in and to all
present and future leases of the Property and all Rents from the Property. This is an absolute assignment of Rents made in connection
with an obligation secured by real property pursuant to California Civil Code Section 2938. In addition, Trustor grants to Lender a Uniform
Commercial Code security interest in the Personal Property and Rents.
THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL
PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS
UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:
TRUSTOR'S REPRESENTATIONS AND WARRANTIES. Trustor warrants that: (a) this Deed of Trust is executed at Borrower's request and
not at the request of Lender; (b) Trustor has the full power, right, and authority to enter into this Deed of Trust and to hypothecate the
Property; (c) the provisions of this Deed of Trust do not conflict with, or result in a default under any agreement or other instrument
binding upon Trustor and do not result in a violation of any law, regulation, court decree or order applicable to Trustor; (d) Trustor has
established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (e)
Lender has made no representation to Trustor about Borrower (including without limitation the creditworthiness of Borrower).
TRUSTOR'S WAIVERS. Except as prohibited by applicable law, Trustor waives any right to require Lender to (a) make any presentment,
protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or
any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the
creation of new or additional Indebtedness; (b) proceed against any person, including Borrower, before proceeding against Trustor; (c)
proceed against any collateral for the Indebtedness, including Borrower's collateral, before proceeding against Trustor; (d) apply any
payments or proceeds received against the Indebtedness in any order; (e) give notice of the terms, time, and place of any sale of any
collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (f) disclose any information about the
Indebtedness, Borrower, any collateral, or any other guarantor or surety, or about any action or nonaction of Lender; or (g) pursue any
remedy or course of action in Lender's power whatsoever.
Trustor also waives any and all rights or defenses arising by reason of (h) any disability or other defense of Borrower, any other guarantor
or surety or any other person; (i) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (j) the
application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Trustor and
Lender; (k) any act of omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower
or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral by operation of law or otherwise; (1) any
DEED OF TRUST
Loan No: 29218 (Continued) Page 2
statute of limitations in any action under this Deed of Trust or on the Indebtedness; or (m) any modification or change in terms of the
Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the
Indebtedness is due and any change in the interest rate.
Trustor waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as
non -judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Trustor's rights of subrogation and
reimbursement against Borrower by the operation of Section 580d of the California Code of Civil Procedure, or otherwise.
Trustor waives all rights and defenses that Trustor may have because Borrower's obligation is secured by real property. This means
among other things: (1) Lender may collect from Trustor without first foreclosing on any real or personal property collateral pledged by
Borrower. (2) If Lender forecloses on any real property collateral pledged by Borrower: (A) The amount of Borrower's obligation may be
reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B)
Lender may collect from Trustor even if Lender, by foreclosing on the real property collateral, has destroyed any right Trustor may have to
collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Trustor may have because Borrower's
obligation is secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based upon
Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure.
Trustor understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses to
which Trustor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation, those
provided by California laws of suretyship and guaranty, anti -deficiency laws, and the Uniform Commercial Code. Trustor acknowledges
that Trustor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lender. Trustor further
understands and agrees that this Deed of Trust is a separate and independent contract between Trustor and Lender, given for full and
ample consideration, and is enforceable on its own terms. Until all Indebtedness is paid in full, Trustor waives any right to enforce any
remedy Trustor may have against Borrower's or any other guarantor, surety, or other person, and further, Trustor waives any right to
participate in any collateral for the Indebtedness now or hereafter held by Lender.
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Borrower shall pay to Lender all Indebtedness
secured by this Deed of Trust as it becomes due, and Borrower and Trustor shall perform all their respective obligations under the Note,
this Deed of Trust, and the Related Documents.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Trustor agree that Borrower's and Trustor's possession and use of
the Property shall be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default, Trustor may (1) remain in possession and control of the Property;
(2) use, operate or manage the Property; and (3) collect the Rents from the Property.
Duty to Maintain. Trustor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and
maintenance necessary to preserve its value.
Compliance With Environmental Laws. Trustor represents and warrants to Lender that: (1) During the period of Trustor's ownership
of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any
Hazardous Substance by any person on, under, about or from the Property; (2) Trustor has no knowledge of, or reason to believe
that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any
Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any
Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or
threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and
acknowledged by Lender in writing, (a) neither Trustor nor any tenant, contractor, agent or other authorized user of the Property
shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property;
and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and
ordinances, including without limitation all Environmental Laws. Trustor authorizes Lender and its agents to enter upon the Property
to make such inspections and tests, at Trustor's expense, as Lender may deem appropriate to determine compliance of the Property
with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be
construed to create any responsibility or liability on the part of Lender to Trustor or to any other person. The representations and
warranties contained herein are based on Trustor's due diligence in investigating the Property for Hazardous Substances. Trustor
hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Trustor becomes liable for
cleanup or other costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender against any and all
claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a
breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or
threatened release occurring prior to Trustor's ownership or interest in the Property, whether or not the same was or should have
been known to Trustor. The provisions of this section of the Deed of Trust, including the obligation to indemnify and defend, shall
survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be
affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise.
Nuisance, Waste. Trustor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on
or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Trustor will not remove, or grant to
any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products
without Lender's prior written consent.
Removal of Improvements. Trustor shall not demolish or remove any Improvements from the Real Property without Lender's prior
written consent. As a condition to the removal of any Improvements, Lender may require Trustor to make arrangements satisfactory
to Lender to replace such Improvements with Improvements of at least equal value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to
attend to Lender's interests and to inspect the Real Property for purposes of Trustor's compliance with the terms and conditions of
this Deed of Trust.
Compliance with Governmental Requirements. Trustor shall promptly comply with all laws, ordinances, and regulations, now or
DEED OF TRUST
Loan No: 29218 (Continued) Page 3
hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the
Americans With Disabilities Act. Trustor may contest in good faith any such law, ordinance, or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Trustor has notified Lender in writing prior to doing so and so long as,
in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Trustor to post adequate security
or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest.
Duty to Protect. Trustor agrees neither to abandon or leave unattended the Property. Trustor shall do all other acts, in addition to
those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and
preserve the Property.
DUE ON SALE - CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this
Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the
Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal,
beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract
for deed, leasehold interest with a term greater than three (3) years, lease -option contract, or by sale, assignment, or transfer of any
beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real
Property. If any Trustor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more
than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such
Trustor. However, this option shall not be exercised by Lender if such'exercise is prohibited by applicable law.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust:
Payment. Trustor shall pay when due (and in all events at least ten (10) days prior to delinquency) all taxes, special taxes,
assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay
when due all claims for work done on or for services rendered or material furnished to the Property. Trustor shall maintain the
Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes
and assessments not due and except as otherwise provided in this Deed of Trust.
Right to Contest. Trustor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the
obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment,
Trustor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Trustor has notice of the
filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or
other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges
that could accrue as a result of a foreclosure or sale under the lien. In any contest, Trustor shall defend itself and Lender and shall
satisfy any adverse judgment before enforcement against the Property. Trustor shall name Lender as an additional obligee under any
surety bond furnished in the contest proceedings.
Evidence of Payment. Trustor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and
shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments
against -the Property.
Notice of Construction. Trustor shall notify Lender at least fifteen (15) days before any work is commenced, any services are
furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on
account of the work, services, or materials and the cost exceeds $25,000.00. Trustor will upon request of Lender furnish to Lender
advance assurances satisfactory to Lender that Trustor can and will pay the cost of such improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust.
Maintenance of Insurance. Trustor shall procure and maintain policies of fire insurance with standard extended coverage
endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount
sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Trustor shall also
procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and
Lender being named as additional insureds in such liability insurance policies. Additionally, Trustor shall maintain such other
insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may reasonably require.
Notwithstanding the foregoing, in no event shall Trustor be required to provide hazard insurance in excess of the replacement value of
the improvements on the Real Property. Policies shall be written in form, amounts, coverages and basis reasonably acceptable to
Lender and issued by a company or companies reasonably acceptable to Lender. Trustor, upon request of Lender, will deliver to
Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages
will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each insurance policy also shall
include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of
Trustor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency
Management Agency as a special flood hazard area, Trustor agrees to obtain and maintain Federal Flood Insurance, if available, within
45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance
of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood
Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan.
Application of Proceeds. Trustor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or
replacement exceeds $25,000.00. Lender may make proof of loss if Trustor fails to do so within fifteen (15) days of the casualty. If
in Lender's sole judgment Lender's security interest in the Property has been impaired, Lender may, at Lender's election, receive and
retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the
Property, or the restoration and repair of the Property. If the proceeds are to be applied to restoration and repair, Trustor shall repair
or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such
expenditure, pay or reimburse Trustor from the proceeds for the reasonable cost of repair or restoration if Trustor is not in default
under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not
committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust,
then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds
DEED OF TRUST
Loan No: 29218 (Continued) Page 4
any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Trustor as Trustor's interests may appear.
Trustor's Report on Insurance. Upon request of Lender, however not more than once a year, Trustor shall furnish to Lender a report
on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4)
the property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the
expiration date of the policy. Trustor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine
the cash value replacement cost of the Property.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if
Trustor fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Trustor's failure to
discharge or pay when due any amounts Trustor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender
on Trustor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and
paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Trustor. All
such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the
balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of
any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and
payable at the Note's maturity. The Deed of Trust also will secure payment of these amounts. Such right shall be in addition to all other
rights and remedies to which Lender may be entitled upon Default.
WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust:
Title. Trustor warrants that: (a) Trustor holds good and marketable title of record to the Property in fee simple, free and clear of all
liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final
title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust, and (b) Trustor has the full right,
power, and authority to execute and deliver this Deed of Trust to Lender.
Defense of Title. Subject to the exception in the paragraph above, Trustor warrants and will forever defend the title to the Property
against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Trustor's title or the
interest of Trustee or Lender under this Deed of Trust, Trustor shall defend the action at Trustor's expense. Trustor may be the
nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding
by counsel of Lender's own choice, and Trustor will deliver, or cause to be delivered, to Lender such instruments as Lender may
request from time to time to permit such participation.
Compliance With Laws. Trustor warrants that the Property and Trustor's use of the Property complies with all existing applicable
laws, ordinances, and regulations of governmental authorities. ,
Survival of Representations and Warranties. All representations, warranties, and agreements made by Trustor in this Deed of Trust
shall survive the execution and delivery of this Deed of Trust, shall be continuing in nature, and shall remain in full force and effect
until such time as Borrower's Indebtedness shall be paid in full.
CONDEMNATION. The following provisions relating to eminent domain and inverse condemnation proceedings are a part of this Deed of
Trust:
Proceedings. If any eminent domain or inverse condemnation proceeding is commenced affecting the Property, Trustor shall promptly
notify Lender in writing, and Trustor shall promptly take such steps as may be necessary to pursue or defend the action and obtain the
award. Trustor may be the nominal party in any such proceeding, but Lender shall be entitled, at its election, to participate in the
proceeding and to be represented in the proceeding by counsel of its own choice, and Trustor will deliver or cause to be delivered to
Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation.
Application of Net Proceeds. If any award is made or settlement entered into in any condemnation proceedings affecting all or any
part of the Property or by any proceeding or purchase in lieu of condemnation, Lender may at its election, and to the extent permitted
by law, require that all or any portion of the award or settlement be applied to the Indebtedness and to the repayment of all reasonable
costs, expenses, and attorneys' fees incurred by Trustee or Lender in connection with the condemnation proceedings.
IMPOSITION OF TAXES, FEES AND CHARGES. BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental
taxes, fees and charges are a part of this Deed of Trust:
Current Taxes, Fees and Charges. Upon request by Lender, Trustor shall execute such documents in addition to this Deed of Trust
and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Trustor shall
reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Deed
of Trust, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Deed of
Trust.
Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Deed of Trust or upon
all or any part of the Indebtedness secured by this Deed of Trust; (2) a specific tax on Borrower which Borrower is authorized or
required to deduct from payments on the Indebtedness secured by this type of Deed of Trust; (3) a tax on this type of Deed of Trust
chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on
payments of principal and interest made by Borrower.
Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall
have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as
provided below unless Trustor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the
Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender.
SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a
part of this Deed of Trust:
DEED OF TRUST
Loan No: 29218 (Continued) Page 5
Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and
Lendershallhave all of the rights of a secured party under the Uniform Commercial Code as amended from time to time.
Security Interest. Upon request by Lender, Trustor shall take whatever action is requested by Lender to perfect and continue Lender's
security interest in the Rents and Personal Property. Trustor shall reimburse Lender for all expenses incurred in perfecting or
continuing this security interest. Upon default, Trustor shall not remove, sever or detach the Personal Property from the Property.
Upon default, Trustor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably
convenient to Trustor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to
the extent permitted by applicable law.
Addresses. The mailing addresses of Trustor (debtor) and Lender (secured party) from which information concerning the security
interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first
page of this Deed of Trust.
FURTHER ASSURANCES; ATTORNEY -IN -FACT. The following provisions relating to further assurances and attorney -in -fact are a part of
this Deed of Trust:
Further Assurances. At any time, and from time to time, upon request of Lender, Trustor will make, execute and deliver, or will cause
to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded,
refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all
such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of
further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to
effectuate, complete, perfect, continue, or preserve (1) Borrower's and Trustor's obligations under the Note, this Deed of Trust, and
the Related Documents, and (2) the liens and security interests created by this Deed of Trust as first and prior liens on the Property,
whether now owned or hereafter acquired by Trustor. Unless prohibited by law or Lender agrees to the contrary in writing, Trustor
shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph.
Attorney -in -Fact. If Trustor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name
of Trustor and at Trustor's expense. For such purposes, Trustor hereby irrevocably appoints Lender as Trustor's attorney -in -fact for
the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's
sole opinion, to accomplish the matters referred to in the preceding paragraph.
FULL PERFORMANCE. If Borrower and Trustor pay all the Indebtedness when due, and Trustor otherwise performs all the obligations
imposed upon Trustor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall
execute and deliver to Trustor suitable statements of termination of any financing statement on file evidencing Lender's security interest in
the Rents and the Personal Property. Lender may charge Trustor a reasonable reconveyance fee at the time of reconveyance.
EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust:
Payment Default. Borrower fails to make any payment when due under the Indebtedness.
Other Defaults. Borrower or Trustor fails to comply with or to perform any other term, obligation, covenant or condition contained in
this Deed of Trust or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition
contained in any other agreement between Lender and Borrower or Trustor.
Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note
or in any of the Related Documents.
Default on Other Payments. Failure of Trustor within the time required by this Deed of Trust to make any payment for taxes or
insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Trustor or on Borrower's or
Trustor's behalf under this Deed of Trust or the Related Documents is false or misleading in any material respect, either now or at the
time made or furnished or becomes false or misleading at any time thereafter.
Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure
of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Insolvency. The dissolution or termination of Borrower's or Trustor's existence as a going business, the insolvency of Borrower or
Trustor, the appointment of a receiver for any part of Borrower's or Trustor's property, any assignment for the benefit of creditors,
any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against
Borrower or Trustor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or Trustor or by any governmental agency against any property
securing the Indebtedness. This includes a garnishment of any of Borrower's or Trustor's accounts, including deposit accounts, with
Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower or Trustor as to the validity or
reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Trustor gives Lender written
notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture
proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
Breach of Other Agreement. Any breach by Borrower or Trustor under the terms of any other agreement between Borrower or
Trustor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement
concerning any indebtedness or other obligation of Borrower or Trustor to Lender, whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation
party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or
revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option,
may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in
DEED OF TRUST
Loan No: 29218 (Continued) Page 6
a manner satisfactory to Lender, and, in doing so, cure any Event of Default.
Adverse Change. A material adverse change occurs in Borrower's or Trustor's financial condition, or Lender believes the prospect of
payment or performance of the Indebtedness is impaired.
Right to Cure. If any default, other than a default in payment is curable and if Trustor has not been given a notice of a breach of the
same provision of this Deed of Trust within the preceding twelve (12) months, it may be cured if Trustor, after receiving written notice
from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than
fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and
thereafter ,continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably
practical.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender
may exercise any one or more of the following rights and remedies:
Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make
expenditures or to take action to perform an obligation of Trustor under this Deed of Trust, after Trustor's failure to perform, shall not
affect Lender's right to declare a default and exercise its remedies.
Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by
this Deed of Trust immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of
written notice of default and of election to cause to be sold the Property, which notice Trustee shall cause to be filed for record.
Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, other documents requested by Trustee, and all documents
evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of the
notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the
Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may
determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may
postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time
thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement in accordance with
applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or
warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof.
Any person, including Trustor, Trustee or Beneficiary may purchase at such sale. After deducting all costs, fees and expenses of
Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to
payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect
at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
Judicial Foreclosure. With respect to all or any part of the Real Property, Lender shall have the right in lieu of foreclosure by power of
sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law.
UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured
party under the Uniform Commercial Code, including without limitation the right to recover any deficiency in the manner and to the full
extent provided by California law.
Collect Rents. Lender shall have the right, without notice to Borrower or Trustor to take possession of and manage the Property and
collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the
Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or
use fees directly to Lender. If the Rents are collected by Lender, then Trustor irrevocably designates Lender as Trustor's
attorney -in -fact to endorse instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the
proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the
payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this
subparagraph either in person, by agent, or through a receiver.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with
the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from
the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve
without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the
Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a
receiver.
Tenancy at Sufferance. If Trustor remains in possession of the Property after the Property is sold as provided above or Lender
otherwise becomes entitled to possession of the Property upon default of Borrower or Trustor, Trustor shall become a tenant at
sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of
the Property, or (2) vacate the Property immediately upon the demand of Lender.
Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at law
or in equity.
Notice of Sale. Lender shall give Trustor reasonable notice of the time and place of any public sale of the Personal Property or of the
time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean
notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Property may be made in
conjunction with any sale of the Real Property.
Sale of the Property. To the extent permitted by applicable law, Borrower and Trustor hereby waives any and all rights to have the
Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property
together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the
Property.
Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be
DEED OF TRUST
Loan No: 29218 (Continued) Page 7
entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any
court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are
necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable
on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph
include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses,
whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection services, the cost of searching
records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the
Trustee, to the extent permitted by applicable law. Trustor also will pay any court costs, in addition to all other sums provided by
law.
Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section.
POWERS AND OBLIGATIONS OF TRUSTEE. The; following provisions relating to the powers and obligations of Trustee are part of this
Deed of Trust:
Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following
actions with respect to the Property upon the written request of Lender and Trustor: (a) join in preparing and filing a map or plat of
the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any
restriction on the Real Property; and (c) join in -any subordination or other agreement affecting this Deed of Trust or the interest of
Lender under this Deed of Trust.
Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or
of any action or proceeding in which Trustor, Lender, or Trustee shall be a party, unless the action or proceeding is brought by
Trustee.
Trustee. Trustee shall meet all qualifications required for Trustee under applicable law. In addition to the rights and remedies set
forth above, with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender
shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable
law.
Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor Trustee to any Trustee appointed under
this Deed of Trust by an instrument executed and acknowledged by Lender and recorded in the office of the recorder of Los Angeles
County, State of California. The instrument shall contain, in addition to all other matters required by state law, the names of the
original Lender, Trustee, and Trustor, the book and page where this Deed of Trust is recorded, and the name and address of the
successor trustee, and the instrument shall be executed and acknowledged by Lender or its successors in interest. The successor
trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed
of Trust and by applicable law. This procedure for substitution of Trustee shall govern to the exclusion of all other provisions for
substitution.
Acceptance by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public
record as provided by law.
NOTICES. Any notice required to be given under this Deed of Trust shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses
shown near the beginning of this Deed of Trust. Trustor requests that copies of any notices of default and sale be directed to Trustor's
address shown near the beginning of this Deed of Trust. All copies of notices of foreclosure from the holder of any lien which has priority
over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Any party may change its
address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is
to change the party's address. For notice purposes, Trustor agrees to keep Lender informed at all times of Trustor's current address.
Unless otherwise provided or required by law, if there is more than one Trustor, any notice given by Lender to any Trustor is deemed to be
notice given to all Trustors.
STATEMENT OF OBLIGATION FEE. Lender may collect a fee, not to exceed the maximum amount permitted by law, for furnishing the
statement of obligation as provided by Section 2943 of the Civil Code of California.
SECURITY AGREEMENT INTEREST. This instrument shall also constitute a security agreement with respect to the Personal Property and
Trustor grants Beneficiary a security interest in the Personal Property. Without limiting the generality of the definition of the term
"Personal Property" contained herein, the term Personal Property shall also include the following; which may or may not be affixed to the
Property: all inventory, chattel paper, accounts, equipment and general intangibles located at, arising our of the operations of, or otherwise
related to the Property of the business conducted at the Property, including plans and permits, insurance proceeds, trade names, and all
records relating to the same; all deposit accounts of Trustor.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust:
Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the
parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless
given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.
Annual Reports. If the Property is used for purposes other than Trustor's residence, Trustor shall furnish to Lender, upon request, a
certified statement of net operating income received from the Property during Trustor's previous fiscal year in such form and detail as
Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in
connection with the operation of the Property.
Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or
define the provisions of this Deed of Trust.
DEED OF TRUST
Loan No: 29218 (Continued) Page 8
Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the
Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender.
Governing Law. This Deed of Trust will be governed by federal law applicable to Lender and, to the extent not preempted by federal
law, the laws of the State of California without regard to its conflicts of law provisions. This Deed of Trust.has been accepted by
Lender in the State of California.
Joint and Several Liability. All obligations of Borrower and Trustor under this Deed of Trust shall be joint and several, and all
references to Trustor shall mean each and every Trustor, and all references to Borrower shall mean each and every Borrower. This
means that each Trustor signing below is responsible for all obligations in this Deed of Trust. Where any one or more of the parties is
a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of
the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made
or created in reliance upon the professed exercise of such powers shall be guaranteed under this Deed of Trust.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such
right or any other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a waiver of Lender's
right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. No prior waiver by
Lender, nor any course of dealing between Lender and Trustor, shall constitute a waiver of any of Lender's rights or of any of
Trustor's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of Trust, the granting
of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or unenforceable as to
any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If
feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending
provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise required by law, the
illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legality, validity or enforceability of
any other provision of this Deed of Trust.
Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Trustor's interest, this Deed of Trust
shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes
vested in a person other than Trustor, Lender, without notice to Trustor, may deal with Trustor's successors with reference to this
Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Trustor from the obligations of this Deed of
Trust or liability under the Indebtedness.
Time is of the Essence. Time is of the essence in the performance of this Deed of Trust.
Waive Jury. To the extent permitted by applicable law, all parties to this Deed of Trust hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by any party against any other party.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Deed of Trust. Unless
specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America.
Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words
and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code:
Beneficiary. The word "Beneficiary" means East West Bank, and its successors and assigns.
Borrower. The word "Borrower" means City of Vernon, a municipal corporation and includes all co-signers and co -makers signing the
Note and all their successors and assigns.
Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Trustor, Lender, and Trustee, and includes without
limitation all assignment and security interest provisions relating to the Personal Property and Rents.
Default. The word "Default" means the Default set forth in this Deed of Trust in the section titled "Default".
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund
Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, at seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, at seq., Chapters 6.5 through 7.7 of
Division 20 of the California Health and Safety Code, Section 25100, at seq., or other applicable state or federal laws, rules, or
regulations adopted pursuant thereto.
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Deed of Trust in the events of
default section of this Deed of Trust.
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including
without limitation a guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or
physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment
when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words
"Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic
substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also
includes, without limitation, petroleum and petroleum by-products or any fraction thereof: and asbestos.
Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on
the Real Property, facilities, additions, replacements and other construction on the Real Property.
DEED OF TRUST
Loan No: 29218 (Continued) Page 9
Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note
or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note
or Related Documents and any amounts expended or advanced by Lender to discharge Trustor's obligations or expenses incurred by
Trustee or Lender to enforce Trustor's obligations under this Deed of Trust, together with interest on such amounts as provided in this
Deed of Trust.
Lender. The word "Lender" means East West Bank, its successors and assigns.
Note. The word "Note" means the promissory note dated December 13, 2007, in the original principal amount of
$12,843,750.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of,
consolidations of, and substitutions for the promissory note or agreement. NOTICE TO TRUSTOR: THE NOTE CONTAINS A
VARIABLE INTEREST RATE.
Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or
hereafter owned by Trustor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and
additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without
limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property.
Property. The word "Property" means collectively the Real Property and the Personal Property.
Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Deed of Trust.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, security
agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents,
whether now or hereafter existing, executed in connection with the Indebtedness; except that the words do not mean any guaranty or
environmental agreement, whether now or hereafter existing, executed in connection with the Indebtedness.
Rents. The word "Rents" means all present and future leases, rents, revenues, income, issues, royalties, profits, and other benefits
derived from the Property together with the cash proceeds of the Rents.
Trustee. The word "Trustee" means EAST WEST INVESTMENT INC., A CALIFORNIA CORPORATION, whose address is 135 N. LOS
ROBLES AVENUE, PASADENA, CA 91 101 and any substitute or successor trustees.
Trustor. The word "Trustor" means City of Vernon, a body corporate and politic.
TRUSTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND TRUSTOR AGREES TO ITS TERMS,
INCLUDING THE VARIABLE RATE PROVISIONS OF THE NOTE SECURED BY THIS DEED OF TRUST.
TRUSTOR:
CITY OF VERNON, A BODY CORPORATE AND POLITIC
By:
,Affith§rIzed Signer for City"oVernon, a ody corporate and politic
DEED OF TRUST
Loan No: 29218 (Continued) Page 10
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF
SS
COUNTY OF
On ! i 'jW J 20 before me,
(here insert name and title of the officer)
personally appeared Zed-y1. s P&I bii rm personally k n the basis-ef�atis#acto�u-evide�c� to
be the person(s) whose name(&) is/ar-e subscribed tot within instrument and acknowledged to me that he/srhetfty executed the same in
his/ba tkfeir authorized capacity(ise), and that by his/herk4eir signature4M on the instrument the personw-, or the entity upon behalf of
which the person(si acted, executed the instrument.
MANLIELA GIRON
WITNESS my and and official seal. Commission # 1611388
z
Z '.,� Notary Public - California
} Z Los Angeles County
Signature — My Comm. Expires Nov 4, 2009 (Seal)
(DO NOT RECORD)
REQUEST FOR FULL RECONVEYANCE
(To be used only when obligations have been paid in full)
To: , Trustee
The undersigned is the legal owner and holder of all Indebtedness secured by this Deed of Trust. All sums secured by this Deed of Trust
have been fully paid and satisfied. You are hereby directed, upon payment to you of any sums owing to you under the terms of this Deed
of Trust or pursuant to any applicable statute, to cancel the Note secured by this Deed of Trust (which is delivered to you together with
this Deed of Trust), and to reconvey, without warranty, to the parties designated by the terms of this Deed of Trust, the estate now held
by you under this Deed of Trust. Please mail the reconveyance and Related Documents to:
Date:
Beneficiary:
By:
Its:
LASER PRO Lending: V— 5.38.10.001 Cnp, Harland Fnancial,Snlu[ians, Inc. 1997, 2007. All Ri9hls Reserved. - CA GAAPPS\EWBCFRCFRLPL\GO1.FC TR-4559 PR-1
ALjKtt1V1tN 1 I U VKUVIL)t IIVSUKANL;t
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing " * * * " has been omitted due to text length limitations.
Borrower: City of Vernon, a municipal corporation Lender: East West Bank
4305 Santa Fe Avenue 9300 Flair Drive, 6th Floor
Vernon, CA 90058 El Monte, CA 91731
Grantor: City of Vernon, a body corporate and politic
4305 Santa Fe Avenue
Vernon, CA 90058
INSURANCE REQUIREMENTS, Grantor, City of Vernon, a body corporate and politic ("Grantor"), understands that insurance coverage is
required in connection with the extending of a loan or the providing of other financial accommodations to City of Vernon, a municipal corporation
("Borrower") by Lender. These requirements are set forth in the security documents for the loan. The following minimum insurance coverages
must be provided on the following described collateral (the "Collateral"):
Collateral: 2200 East 55th Street and 2001 East 57th Street, Vernon, CA 90058.
Type: Fire and extended coverage.
Amount: Full Insurable Value; however in no event greater than the value of the replacement cost of the improvements.
Basis: Replacement value.
Endorsements: Standard mortgagee's clause with stipulation that coverage will not be cancelled or diminished without a
minimum of 30 days prior written notice to Lender, and without disclaimer of the insurer's liability for failure to give such
notice.
Comments: Lender's Loss Payable Endorsement to read: East West Bank, its successors and/or assigns, at 9300 Flair Drive,
6th Floor, El Monte, CA 91731.
Deductibles: $10,000.00.
Latest Delivery Date: By the loan closing date.
INSURANCE COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to
Lender. Grantor understands that credit may not be denied solely because insurance was not purchased through Lender.
FLOOD INSURANCE. Flood Insurance for the Collateral securing this loan is described as follows:
Real Estate at 2200 East 55th Street and 2001 East 57th Street, Vernon, CA 90058.
The Collateral securing this loan is not currently located in an area identified as having special flood hazards. Therefore, no special flood
hazard insurance is necessary at this time. Should the Collateral at any time be deemed to be located in an area designated by the Director
of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood
Insurance, if available, within 45 days after notice is given by Lender that the Collateral is located in a special flood hazard area, for the full
unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the
National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Flood
insurance may be purchased under the National Flood Insurance Program or from private insurers.
INSURANCE MAILING ADDRESS. All documents and other materials relating to insurance for this loan should be mailed, delivered or directed to
the following address:
East West Bank
Loan Services Department - Insurance
9300 Flair Drive, 6th Floor
El Monte, CA 91731
HAZARDOUS INSURANCE DISCLOSURE. Lender has advised us that it is not permitted under California law to require a borrower, as a
condition of receiving or maintaining a loan secured by real property, to provide hazard insurance coverage against risks to the improvements on
that real property (such as fire and other peril) in an amount exceeding the replacement value of the improvements on the property
FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, evidence of the required
insurance as provided above, with an effective date of December 13, 2007, or earlier. Grantor acknowledges and agrees that if Grantor fails to
provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor's expense as provided in the applicable
security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided in the security
document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED
PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID
BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER,
GRANTOR'S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC
LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY
LAWS.
AUTHORIZATION. For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any
insurance agent or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial
accommodations, or both.
AGREEMENT TU PROVIDE INSURANCE
Loan No: 29218 (Continued) Page 2
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED DECEMBER 13, 2007.
GRANTOR:
CITY OF VERNON, A BODY CORPORATE AND POLITIC
By: s�?ti'72L2�7F T �%
o #az d Signer for City of Vernon, a body
corporate and politic
ATT T.
By:
anuela Giro C'ty Clerk
APPROVED AS -,.TO FORM:
Jeff/A. Hh#ison, City Attorney
FOR LENDER USE ONLY
DATE: INSURANCE VERIFICATION PHONE
AGENT'S NAME:
AGENCY:
ADDRESS:
INSURANCE COMPANY:
POLICY NUMBER:
EFFECTIVE DATES:
COMMENTS:
LASER PRO Landing, Vm, 5.3B.10.001 Cop,. Harland Financial Solutions, Inc. 1997, 200]. All Rights Reserved. -CA GAAPPSWWBCFI\CFRLPL\IIO.FC TR-4558 PR-1
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
December 20, 2007
VIA FEDERAL EXPRESS
Flora Ling, Senior Vice President
East West Bank, Corporate Banking Division
135 North Los Robles Avenue, Suite 600
Pasadena, CA 91101
Re: Vernon -Revised Disbursement and Authorization
Dear Flora:
Enclosed please find an originally signed Disbursement Request
and Authorization.
If you have any questions, please contact me.
Very truly yours,
J #fA. arrison
City Attorney
JH:em
Enclosures
cc: Ms. Nelly Giron, City Clerk (w/ encls.)
Excfusivefy Industfiaf
DISBURSEMENT REQUEST AND AUTHORIZATION
Ph:.:.::::...
.. ..' ...�. .
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References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
Borrower: City of Vernon, a municipal corporation Lender: East West Bank
4305 Santa Fe Avenue 9300 Flair Drive, 6th Floor
Vernon, CA 90058 El Monte, CA 91731
LOAN TYPE. This is a Variable Rate Nondisclosable Loan to a Corporation for .$12,843,750.00 due on January 1, 2009. The reference rate
(one month London Interbank offered rate (LIBOR), currently 5.028%) is added to the margin of 2.000%, resulting in an initial rate of 7.028.
PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:
❑ Personal, Family, or Household Purposes or Personal Investment.
® Business (Including Real Estate Investment).
SPECIFIC PURPOSE. The specific purpose of this loan is: To purchase an industrial property located at 2200 E. 55th Street and 2001 E. 57th
Street, Vernon, CA.
REAL ESTATE DOCUMENTS. If any party to this transaction is granting a security interest in any real property to Lender and City of Vernon, a
municipal corporation is not also a party to the real estate document or documents (the "Real Estate Documents") granting such security`
interest, Borrower agrees to perform and comply with the Real Estate Documents just as if Borrower has signed as a direct and original party to
the Real Estate Documents. This means Borrower agrees to all the representations and warranties made in the Real Estate Documents. In
addition, Borrower agrees to perform and comply strictly with all the terms, obligations and covenants to be performed by either Borrower or
any Grantor or Trustor, or both, as those words are defined in the Real Estate Documents. Lender need not tell Borrower about any action or
inaction Lender takes in connection with the Real Estate Documents. Borrower assumes the responsibility for being and keeping informed about
the property. Borrower also waives any defenses that may arise because of any action or inaction of Lender, including without limitation any
failure of Lender to realize upon the property, or any delay by Lender in realizing upon the property. '
FLOOD INSURANCE. As reflected on Flood Map No. 060166NA dated , for the community of Vernon, some of the property
that will secure the loan is not located in an area that has been identified by the Director of the Federal Emergency Management Agency as an
area having special flood hazards. Therefore, although flood insurance may be available for the property, no special flood hazard insurance
protecting property not located in an area having special flood hazards is required by law for this loan at this time.
DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the
loan have been satisfied. Please disburse the loan proceeds of $12,843,750.00 as follows:
Other Disbursements: $12,816,378.00
$11,066,378.00 Wire funds to Borrower's account with The
Bank of New York Mellon Corporation
$1,000,000.00 Interest Reserve (Undisbursed)
$750,000.00 Environmental Cleanup Cost (Undisbursed)
Other Charges Financed: $25,809.00
$150.00 UCC Fees
$12,000.00 Title Insurance Fee (estimate)
$2,500.00 Environmental Fee (estimate)
$9.00 Initial Flood Certification Fee
$100.00 Recording Fees
$2,500.00 Legal fees (estimate)
$1,500.00 Documentation Fees
$50.00 Wire Transfer
$7,000.00 Appraisal Fee (estimate)
Total Financed Prepaid Finance Charges: $1,563.00
$4.00 Life of Loan Flood Fees
$1,500.00 Processing Fees
$59.00 Tax Service Fees
Note Principal: $12,843,750.00
FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE
INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S
FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS
DATED DECEMBER 13, 2007.
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
February 25,, 2009
VIA U.S. MAIL
Tina DeBow
Senior Advisory Escrow Officer
North American Title Company
101 N. Brand Blvd., #1800
Glendale, CA 91203
Re: Smurfit -Stone Container Enterprises, Inc.
Dear Tina:
Enclosed please find the signed revised original release
regarding the above -referenced matter.
If you have any questions, please contact me.
Very trul yours,
A. you
ity At or
JH:em
Enclosures
CC: Ms. Nelly Giron, City Clerk (w/ encls.)
E.Xcfusivefy Industrial
WINNORTH
,mmAMERICAN
IrTITLE
MCOMPANY
Like Clockwork@ 101 N. Brand Blvd. Suite l800
Glendale, CA; 91203
PHONE: (818)240-4912 • FAX: (818)551-5361
POST CLOSING ESCROW INSTRUCTIONS TO RELEASE
HOLDBACK FUNDS
February 24, 2009 Escrow No: 231119-TD
RE: 2200 E. 551h Street & 2001 E. 57th Street, Vernon, CA 90058
TO: North American Title Company
The above -numbered escrow is hereby amended and/or supplemented as follows:
1. These instructions shall constitute release instructions to Escrow Holder by the Buyer and Seller
related to the $12,000.00 held by Escrow Holder in accordance with the undersigned parties'
instructions.
2. Upon Escrow Holder's receipt of these instructions fully executed by the undersigned parties,
Escrow Holder is hereby authorized and instructed to disburse the holdback amount of
$12,000.00 payable to the Buyer.
3. Upon Escrow's completion of the above, this post closing part of the escrow shall thereupon be
deemed finalized and completed and Escrow Holder shall have no further duties or concerns
with the referenced holdback matter.
*****ALL OTHER TERMS AND CONDITIONS SHALL REMAIN THE SAME.*****
EACH OF THE UNDERSIGNED STATES THAT HE/SHE HAS READ THE FOREGOING INSTRUCTIONS AND UNDERSTANDS THEM AND
DOES HEREBY ACKNOWLEDGE RECEIPT OF A COPY OF THESE INSTRUCTIONS. EACH OF THE UNDERSIGNED UNDERSTANDS
THESE INSTRUCTIONS MAY BE EXECUTED IN COUNTERPARTS, ALL OF WHICH WHEN TAKEN TOGETHER SHALL BE DEEMED
TO BE THE INSTRUMENT.
BUYER:
City of Vernon, Oody corporate and politic
By. Q
J A. H ison, City Attorney
SELLER:
Smurfit -Stone Container Enterprises, Inc., a Delaware
corporation
By:
Craig A. Hunt, Sr. VP & Secretary