Resolution No. 97141
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RESOLUTION NO. 9714
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
REAL ESTATE PURCHASE AND SALE AGREEMENT AND ESCROW
INSTRUCTIONS BY AND BETWEEN THE CITY OF VERNON AND
DP VERNON, LLC FOR PROPERTY LOCATED AT 5001 S. SOTO
STREET (FIVE FOOT PARCEL IN BACK)
WHEREAS, the City of Vernon desires to buy certain real
property in the City consisting of approximately 3,932 square feet of
unimproved property, commonly known as a five-foot parcel in back of
5001 S. Soto Street in the City of Vernon (the "Property") from DP
Vernon, LLC ("DP Vernon") for approximately $129,756.00 for
ingress/egress purposes; and
WHEREAS, the City has agreed to buy the Property from DP
Vernon on negotiated terms, which the City has determined to be fair
and reasonable; and
WHEREAS, City staff have recommended that the Property be
purchased and the necessary documents executed to implement the
purchase.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Real Estate Purchase and Sale Agreement and Escrow
Instructions with DP Vernon, in substantially the same form as the
copy which is attached hereto as Exhibit A and incorporated by
reference.
1 SECTION 3: The City Council of the City of Vernon hereby
2 authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for,
3 and on behalf of, the City of Vernon and the City Clerk is hereby
4 authorized to attest thereto.
5 SECTION 4: The City Council of the City of Vernon hereby
6 authorizes the City Administrator, or his designee, to make whatever
7 nonsubstantive, administrative and/or text changes, upon advice of
8 counsel, to the Agreement.
9 SECTION 5: The City Council of the City of Vernon hereby
10 directs the City Clerk, or her designee, to send two executed
11 Agreements to:
12 DP Vernon, LLC
c/o Sandra Sion, Esq.
13 Troy & Gould
14 1801 Century Park East, Suite 1600
Los Angeles, CA 90067-2367
15
16 SECTION 6: The City Council of the City of Vernon hereby
17 authorizes the City Administrator, or his designee, to execute any and
18 all documents as shall be required to complete the purchase of the
19 Property and to accomplish the close of escrow consistent with the
20 terms of said Agreement approved herein.
21 SECTION 7: The City Clerk of the City of Vernon shall
22 certify to the passage of this resolution, and thereupon and
23 thereafter the same shall be in full force and effect.
24 APPROVED AND ADOPTED this 6th day of October, 2008.
25
26 Na e Leonis C. Ralburg
Title: Mayor / ��I�_
27 ATTEST:
28
NUELA GIRON, C'ty Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9714, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, October 6, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(S EAL )
- 3 -
MANUELA GIRON, City Clerk
EXHIBIT A
REAL ESTATE PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
August 12008
i. Parties and Property.
The City of Vernon ("Buyer") hereby offers to purchase the real property, hereinafter described, from the
owner thereof, DP Vernon, LLC, a California limited liability company ("Seller") (collectively, the "Parties"
or individually, a "Party"), through an escrow ("Escrow") to close on or before December 15 , 2008 or such
other date as is mutually agreed to by the Parties in writing ("Closing Date"). The Closing shall be held by
North American Title Company, 101 N. Brand Boulevard, Suite 1800, Glendale, California 91203 (Attn: Ms.
Tina De Bow) ("Escrow Holder"), Phone No. (818) 551-5370, Facsimile No. (818) 240-9884, upon the terms
and conditions set forth in this agreement ("Agreement"), with the title policy to be issued by North American
Title Company, 101 N. Brand Boulevard, Suite 1800, Glendale, California 91203 (Attn: Mr. Victor Greene)
("Title Company"). The real property ("Property") that is the subject of this offer consists of the northerly 5
feet of Lot 5 of Tract No. 6542 in the City of Vernon, County of Los Angeles, as per map recorded in Book 94
Pages 77 and 78 of Maps, in the office of the County Recorder of said County.
2. Purchase Price.
The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be $129,756, based
on a purchase price of $33.00 per square foot of gross land area. The gross land area is 3,932 square feet. The
Purchase Price shall be payable all cash at the Closing. No deposit is required.
3. Escrow and Closing.
3.1 This Agreement constitutes instructions to Escrow Holder. Escrow Holder may include its general
escrow provisions; provided that in the event of a conflict between the terms of this Agreement and Escrow
Holder's instructions, the terms of this Agreement shall control.
3.2 Subject to satisfaction or waiver of Buyer's Contingencies, Escrow Holder shall close this Escrow
(the "Closing") by recording a grant deed, and by disbursing the funds and documents in accordance with this
Agreement.
3.3 Buyer shall pay all of the Escrow Holder's charges and Buyer shall pay the premium for a standard
coverage owner's CLTA policy of title insurance. The transaction is exempt from recording fees and the
County documentary transfer taxes.
3.4 Escrow Holder shall verify that all of Buyer's Contingencies have been satisfied or waived prior to
Closing.
3.5 If this transaction is terminated for non -satisfaction and non -waiver of a Buyer's Contingency,
neither of the Parties shall thereafter have any liability to the other under this Agreement, except for any
indemnity that survives the termination of this Agreement and except to the extent of a breach of any
affirmative covenant or warranty in this Agreement. In the event of any such termination, Buyer shall be
refunded all funds deposited by Buyer with Escrow Holder, less only Title Company and Escrow Holder
cancellation fees and costs, all of which shall be Buyer's obligation.
3.6 The Closing shall occur on the Closing Date, or as soon thereafter as the Escrow is in condition for
Closing. If the Closing does not occur within 15 calendar days after the Closing Date and said Closing Date is
not extended by mutual instructions of the parties, a party not then in default under this Agreement may notify
the other party and Escrow Holder in writing that, unless the Closing occurs within 5 business days following
said notice, the Escrow shall be deemed terminated without further notice or instructions.
3.7 Possession of the Property shall be given to Buyer at the Closing.
4. Contingencies to Closing.
4.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following
contingencies. Buyer may terminate this Agreement and cancel the Escrow if Buyer disapproves, at Buyer's
sole discretion, of any item prior to the Closing Date ("Buyer's Contingencies"). IF BUYER FAILS TO
NOTIFY ESCROW HOLDER AND SELLER, IN WRITING, OF ITS APPROVAL OF ANY OF BUYER'S
CONTINGENCIES WITHIN THE TIME SPECIFIED HEREIN, IT SHALL BE CONCLUSIVELY
PRESUMED THAT BUYER HAS DISAPPROVED SUCH ITEM, MATTER OR DOCUMENT. IN THE
EVENT OF SUCH DISAPPROVAL (OR' SILENCE, WHICH IS DEEMED DISAPPROVAL), THIS
AGREEMENT SHALL TERMINATE AND NEITHER PARTY SHALL HAVE ANY FURTHER
OBLIGATION TO THE OTHER, EXCEPT FOR ANY INDEMNIFICATION OBLIGATION THAT
SURVIVES THE TERMINATION OF THIS AGREEMENT AND EXCEPT FOR ANY BREACH OF ANY
WARRANTY OR COVENANT HEREIN. Escrow Holder shall promptly provide all parties with copies of any
written disapproval which it receives, or notice of deemed disapproval Prior to the Closing Date, Buyer may
terminate this Agreement and cancel the Escrow with or without cause.
4.2 Escrow Holder shall cause a preliminary title report ("Title Report") concerning the Property and
copies of all documents referred to in the Title Report ("Underlying Documents") to be delivered to Buyer and
Seller. Buyer has seven (7) business days from the receipt of the Title Report and Underlying Documents to
satisfy itself with regard to the condition of title.
moininnnF i7777a,2
4.3 It is a condition to Closing ,that Seller deliver to Escrow Holder, prior to the Closing Date, a partial
reconveyance from Seller's lender(s) releasing the Property from any encumbrance made or permitted by Seller:
Seller shall use its commercially reasonable efforts to obtain the partial reconveyance.
5. Documents Required at or before Closing.
5.1 Not more than five days prior to the Closing Date, Escrow Holder shall obtain an updated Title
Report concerning the Property from the Title Company and provide copies thereof to each of the parties.
5.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing:
(a) Grant deed, duly executed and in recordable form, conveying fee title to the Property to Buyer.
(b) An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the
meaning of Internal Revenue Code Section 1445 or successor statutes.
(c) An affidavit executed by Seller to the effect that Seller is not a "nonresident" within the
meaning of California Revenue and Tax Code Section 18662 or successor statutes.
(d) If obtained by Seller, a partial reconveyance from Seller's lender(s) releasing the Property from
any encumbrance made or permitted by Seller, it being agreed that delivery of the partial reconveyance is a
condition to Closing, but not a covenant of Seller.
(e) Such other documents as may be reasonably required by Escrow Holder.
5.3 Buyer shall deliver to Seller through Escrow:
(a) All sums required of Buyer under this Agreement shall be deposited by Buyer with Escrow
Holder, by wire transfer, no later than 2:00 P.M. on the business day prior to the Closing Date.
(b) A completed and originally executed Preliminary Change of Ownership Report in the form
required by the Los Angeles County Recorder's Office.
(c) Such other documents and funds as may be reasonably required by Escrow Holder.
5.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA
extended, if elected by Buyer) owner's form policy of title insurance effective as of the Closing, issued by the
Title Company in the full amount of the Purchase Price, insuring title to the Property vested in Buyer, subject
only to the exceptions approved by Buyer.
s. Prorations. Applicable real property taxes and special assessment bonds shall be prorated through Escrow
as of the date of the Closing, based upon the latest tax bill available. The Parties agree to prorate as of the
Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior
to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any
such supplemental bill. At the Close of Escrow, Escrow Holder shall notify the County Assessor's Public
Acquisitions Department and remit a check (if any) for the prorata share of real property taxes on said Property,
as of date of Close of Escrow, for the tax year in which the Close of Escrow occurs, as disclosed by preliminary
report issued in connection herewith, for the prorata share of said taxes from the commencement of the
applicable tax year through the Close of Escrow, or as otherwise amended in writing prior to the Close of
Escrow. Escrow Holder is further authorized and instructed to issue a letter at Close of Escrow to the
Disbursement/Tax Division of the County of Los Angeles Assessor's Office, requesting tax cancellation status.
Escrow Holder is authorized to issue said letter of information notifying same of the transfer of the Property to a
body corporate and politic and remit any taxes due, if any, as of the Close of Escrow. Upon Escrow Holder's
receipt of a confirming acknowledgement, Escrow Holder will forward a copy to Buyer, subsequent to the
Close of Escrow.
7. Condition of Property; Seller's Disclaimers.
7.1 Buyer acknowledges that Buyer previously owned the Property and has knowledge of the condition
of the Property. Buyer hereby acknowledges that Buyer is purchasing the Property in its current "AS IS"
condition, with all faults and that Buyer will, by the Closing Date, have made or waived all inspections of the
Property that Buyer believes are necessary to protect its own interest in and its contemplated use of the
Property.
7.2 Buyer acknowledges that, except for the Seller's representation as to ownership set forth in this
Paragraph 7.2, no representations, inducements, promises, agreements, assurances, oral or written, concerning
the condition of the Property have been made to Buyer. Seller has no obligation to repair, correct or
compensate Buyer for any condition on or relating to the Property. Seller represents only that Seller is the
owner of the Property and has the full right, power and authority to sell the Property to Buyer. Upon Closing,
Buyer shall be deemed to have waived any and all objections to the condition of the Property, whether or not
known to Buyer.
s. Miscellaneous.
8.1 If any party brings an action or proceeding involving this Agreement or the Property, the prevailing
party in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees and costs
of investigation and expert witnesses.
8.2 This Agreement is the entire agreement between the parties as to the matters described herein, and
supersedes any and all prior negotiations, discussions, writings, documents, and agreements, whether oral or
written, between Seller and Buyer regarding the Property or the transactions contemplated by this Agreement.
Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller.
PAGE 2
n iai /nnnr +77779t 9
8.3 All communications must be in writing and may only be delivered personally, by messenger, or by
mail, postage prepaid, or by overnight courier, to the address set forth in this Agreement. Notices -shall be -
effective on the date of actual receipt or refusal to accept delivery.
8.4 Each party represents to the other that they are not represented by a broker, and each party shall
indemnify, defend, and hold harmless the other against any claims for a commission arising out of any conduct
or acts by the party alleged to have retained a broker.
8.5 This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument. Escrow Holder,
after verifying that the counterparts are identical except for the signatures, is authorized and instructed to
combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement.
8.6 Facsimile signatures shall be binding on the Parties.
Executed as of the date first above written.
BUYER:
The City of Vernon
By:
Leonis C. Malburg, Mayor
Attest:
LIM
Manuela Giron, City Clerk
Approved as to Form:
By:
Jeff A. Harrison, City Attorney
SELLER:
DP VERNON, LLC, a California limited liability company
By:
Eric M. Bender, Vice President and Treasurer
PAGE 3
n101n/nnnn 17797n 9
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
October 21, 2008
DP Vernon, LLC
c/o Sandra Slon, Esq.
Troy & Gould
1801 Century Park East, Suite 1600
Los Angeles, CA 90067-2367
Re: Real Estate Purchase and Sales Agreement and Escrow Instructions
- DP Vernon, LLC - 5001 S. Soto Street (Five Foot Parcel in Back)
Dear Ms. Slon:
Transmitted herewith are two original agreements, referenced above,
that have been executed by the City. Said agreement was approved by
City Council on October 6, 2008, through Resolution No. 9714.
If you have any questions regarding this matter, please call Mr. Jeff
Harrison, at (323) 583-8811 ext. 171.
Very truly yours,
islills�,
Nell Gi o
City Clerk
NG:dr
c: Resolution No. 9714
Agreement File No. 08-093
E-�c(usively Industrial
0
REAL ESTATE PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
August ,' 2008
1. Parties and Property.
The City of Vernon ("Buyer") hereby offers to purchase the real property, hereinafter described, from the
owner thereof, DP Vernon, LLC, a California limited liability company ("Seller") (collectively, the "Parties"
or individually, a "Party"), through an escrow ("Escrow") to close on or beforeDecember 15 , 2008 or such
other date as is mutually agreed to by the Parties in writing ("Closing Date"). The Closing shall be held by
North American Title Company, 101 N. Brand Boulevard, Suite 1800, Glendale, California 91203 (Attn: Ms.
Tina De Bow) ("Escrow Holder"), Phone No. (818) 551-5370, Facsimile No. (818) 240-9884, upon the terms
and conditions set forth in this agreement ("Agreement"), with the title policy to be issued by North American
Title Company, 101 N. Brand Boulevard, Suite 1800, Glendale, California 91203 (Attn: Mr. Victor Greene)
("Title Company"). The real property ("Property") that is the subject of this offer consists of the northerly 5
feet of Lot 5 of Tract No. 6542 in the City of Vernon, County of Los Angeles, as per map recorded in Book 94
Pages 77 and 78 of Maps, in the office of the County Recorder of said County.
2. Purchase Price.
The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be $129,756, based
on a purchase price of $33.00 per square foot of gross land area. The gross land area is 3,932 square feet. The
Purchase Price shall be payable all cash at the Closing. No deposit is required.
3. Escrow and Closing.
3.1 This Agreement constitutes instructions to Escrow Holder. Escrow Holder may include its general
escrow provisions; provided that in the event of a conflict between the terms of this Agreement and Escrow
Holder's instructions, the terms of this Agreement shall control.
3.2 Subject to satisfaction or waiver of Buyer's Contingencies, Escrow Holder shall close this Escrow
(the "Closing") by recording a grant deed, and by disbursing the funds and documents in accordance with this
Agreement.
3.3 Buyer shall pay all of the Escrow Holder's charges and Buyer shall pay the premium for a standard
coverage owner's CLTA policy of title insurance. The transaction is exempt from recording fees and the
County documentary transfer taxes.
3.4 Escrow Holder shall verify that all of Buyer's Contingencies have been satisfied or waived prior to
Closing.
3.5 If this transaction is terminated for non -satisfaction and non -waiver of a Buyer's Contingency,
neither of the Parties shall thereafter have any liability to the other under this Agreement, except for any
indemnity that survives the termination of this Agreement and except to the extent of a breach of any
affirmative covenant or warranty in this Agreement. In the event of any such termination, Buyer shall be
refunded all funds deposited by Buyer with Escrow Holder, less only Title Company and Escrow Holder
cancellation fees and costs, all of which shall be Buyer's obligation.
3.6 The Closing shall occur on the Closing Date, or as soon thereafter as the Escrow is in condition for
Closing. If the Closing does not occur within 15 calendar days after the Closing Date and said Closing Date is
not extended by mutual instructions of the parties, a party not then in default under this Agreement may notify
the other party and Escrow Holder in writing that, unless the Closing occurs within 5 business days following
said notice, the Escrow shall be deemed terminated without further notice or instructions.
3.7 Possession of the Property shall be given to Buyer at the Closing.
4. Contingencies to Closing.
4.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following
contingencies. Buyer may terminate this Agreement and cancel the Escrow if Buyer disapproves, at Buyer's
sole discretion, of any item prior to the Closing Date ("Buyer's Contingencies"). IF BUYER FAILS TO
NOTIFY ESCROW HOLDER AND SELLER, IN WRITING, OF ITS APPROVAL OF ANY OF BUYER'S
CONTINGENCIES WITHIN THE TIME SPECIFIED HEREIN, IT SHALL BE CONCLUSIVELY
PRESUMED THAT BUYER HAS DISAPPROVED SUCH ITEM, MATTER OR DOCUMENT. IN THE
EVENT OF SUCH DISAPPROVAL (OR SILENCE, WHICH IS DEEMED DISAPPROVAL), THIS
AGREEMENT SHALL TERMINATE AND NEITHER PARTY SHALL HAVE ANY FURTHER
OBLIGATION TO THE OTHER, EXCEPT FOR ANY INDEMNIFICATION OBLIGATION THAT
SURVIVES THE TERMINATION OF THIS AGREEMENT AND EXCEPT FOR ANY BREACH OF ANY
WARRANTY OR COVENANT HEREIN. Escrow Holder shall promptly provide all parties with copies of any
written disapproval which it receives, or notice of deemed disapproval Prior to the Closing Date, Buyer may
terminate this Agreement and cancel the Escrow with or without cause.
4.2 Escrow Holder shall cause a preliminary title report ("Title Report") concerning the Property and
copies of all documents referred to in the Title Report ("Underlying Documents") to be delivered to Buyer and
Seller. Buyer has seven (7) business days from the receipt of the Title Report and Underlying Documents to
satisfy itself with regard to the condition of title.
PAGE 1 1,1D
nialmmnnF 477?7n
4.3 It is a condition to Closing that Seller deliver to Escrow Holder, prior to the Closing Date, a partial
reconveyance from Seller's lender(s) releasing the Property from any encumbrance made or permitted by Seller.
Seller shall use its commercially reasonable efforts to obtain the partial reconveyance.
5. Documents Required at or before Closing.
5.1 Not more than five days prior to the Closing Date, Escrow Holder shall obtain an updated Title
Report concerning the Property from the Title Company and provide copies thereof to each of the parties.
5.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer at the Closing:
(a) Grant deed, duly executed and in recordable form, conveying fee title to the Property to Buyer.
(b) An affidavit executed by Seller to the effect that Seller is not a "foreign person" within the
meaning of Internal Revenue Code Section 1445 or successor statutes.
(c) An affidavit executed by Seller to the effect that Seller is not a "nonresident" within the
meaning of California Revenue and Tax Code Section 18662 or successor statutes.
(d) If obtained by Seller, a partial reconveyance from Seller's lender(s) releasing the Property from
any encumbrance made or permitted by Seller, it being agreed that delivery of the partial reconveyance is a
condition to Closing, but not a covenant of Seller.
(e) Such other documents as may be reasonably required by Escrow Holder.
5.3 Buyer shall deliver to Seller through Escrow:
(a) All sums required of Buyer under this Agreement shall be deposited by Buyer with Escrow
Holder, by wire transfer, no later than 2:00 P.M. on the business day prior to the Closing Date.
(b) A completed and originally executed Preliminary Change of Ownership Report in the form
required by the Los Angeles County Recorder's Office.
(c) Such other documents and funds as may be reasonably required by Escrow Holder.
5.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA
extended, if elected by Buyer) owner's form policy of title insurance effective as of the Closing, issued by the
Title Company in the full amount of the Purchase Price, insuring title to the Property vested in Buyer, subject
only to the exceptions approved by Buyer.
s. Prorations. Applicable real property taxes and special assessment bonds shall be prorated through Escrow
as of the date of the Closing, based upon the latest tax bill available. The Parties agree to prorate as of the
Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior
to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any
such supplemental bill. At the Close of Escrow, Escrow Holder shall notify the County Assessor's Public
Acquisitions Department and remit a check (if any) for the prorata share of real property taxes on said Property,
as of date of Close of Escrow, for the tax year in which the Close of Escrow occurs, as disclosed by preliminary
report issued in connection herewith, for the prorata share of said taxes from the commencement of the
applicable tax year through the Close of Escrow, or as otherwise amended in writing prior to the Close of
Escrow. Escrow Holder is further authorized and instructed to issue a letter at Close of Escrow to the
Disbursement/Tax Division of the County of Los Angeles Assessor's Office, requesting tax cancellation status.
Escrow Holder is authorized to issue said letter of information notifying same of the transfer of the Property to a
body corporate and politic and remit any taxes due, if any, as of the Close of Escrow. Upon Escrow Holder's
receipt of a confirming acknowledgement, Escrow Holder will forward a copy to Buyer, subsequent to the
Close of Escrow.
7. Condition of Property; Seller's Disclaimers.
7.1 Buyer acknowledges that Buyer previously owned the Property and has knowledge of the condition
of the Property. Buyer hereby acknowledges that Buyer is purchasing the Property in its current "AS IS"
condition, with all faults and that Buyer will, by the Closing Date, have made or waived all inspections of the
Property that Buyer believes are necessary to protect its own interest in and its contemplated use of the
Property.
7.2 Buyer acknowledges that, except for the Seller's representation as to ownership set forth in this
Paragraph 7.2, no representations, inducements, promises, agreements, assurances, oral or written, concerning
the condition of the Property have been made to Buyer. Seller has no obligation to repair, correct or
compensate Buyer for any condition on or relating to the Property. Seller represents only that Seller is the
owner of the Property and has the fall right, power and authority to sell the Property to Buyer. Upon Closing,
Buyer shall be deemed to have waived any and all objections to the condition of the Property, whether or not
known to Buyer.
8. Miscellaneous.
8.1 If any party brings an action or proceeding involving this Agreement or the Property, the prevailing
party in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees and costs
of investigation and expert witnesses.
8.2 This Agreement is the entire agreement between the parties as to the matters described herein, and
supersedes any and all prior negotiations, discussions, writings, documents, and agreements, whether oral or
written, between Seller and Buyer regarding the Property or the transactions contemplated by this Agreement.
Amendments to this Agreement are effective only if made in writing and executed by Buyer and Seller.
PAGE 2
n1a1n/nmr, 97797A 9
8.3 All communications must be in writing and may only be delivered personally, by messenger, or by
mail, postage prepaid, or by overnight courier, to the address set forth in this Agreement. Notices shall be
effective on the date of actual receipt or refusal to accept delivery.
8.4 Each party represents to the other that they are not represented by a broker, and each party shall
indemnify, defend, and hold harmless the other against any claims for a commission arising out of any conduct
or acts by the party alleged to have retained a broker.
8.5 This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same instrument. Escrow Holder,
after verifying that the counterparts are identical except for the signatures, is authorized and instructed to
combine the signed signature pages on one of the counterparts, which shall then constitute the Agreement.
8.6 Facsimile signatures shall be binding on the Parties.
Executed as of the date first above written.
BUYER:
The City of Vernon
By: eLe-o
nis C. Ma1bui Mayor
Attest:
By:
Manuela Giron, City Clerk
Approved as to Form:
By:
Id
9son,, City Attorney
SELLER:
DP VERNON, LLC, a California limited liability company
By:
Eric M. Bender, Vice President and Treasurer
PAGE 3
nlalmmnnr 17797n )-
.A _ ..
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
October 14, 2008
VIA FEDERAL EXPRESS
Howard D. Coleman, Esq.
Nossaman LLP
445 South Figueroa Street, 31st Floor
Los Angeles, CA 90071
Re: DP Vernon, LLC
Amendment to Grant Deed
Dear Howard:
Enclosed please find an originally signed and notarized
Amendment regarding the above -reference matter.
If you have any questions, please contact me.
Very truly yours,
Wf Harrison
City Attorney
JH:em
Enclosures
CC: Ms. Nelly Giron, City Clerk (w/ original)
E#fusivefy Industfiaf
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL THIS DOCUMENT
AND TAX STATEMENTS TO:
DP Vernon, LLC
818 W. 7'h Street, Suite 410
Los Angeles, CA 90017
THE SPACE ABOVE IS FOR RECORDER'S USE
AMENDMENT TO GRANT DEED
APN: 6308-002-008; 6308-002-902 (formerly 6308-002-901)
Escrow No.: 229642-TD
Title No.: 6018973-62
DOCUMENTARY TRANSFER TAX IS NOT APPLICABLE; THIS IS NOT A TRANSFER OF
PROPERTY AND IS BEING RECORDED MERELY TO AMEND CERTAIN TERMS OF THE
GRANT DEED RECORDED ON OCTOBER 30, 2007.
By Instrument No. 20072447887, recorded on October 30, 2007, the City of Vernon, a body
corporate and politic (the "Grantor") granted to DP Vernon, LLC, a California limited liability
company (the "Grantee") the following described real property, in the City of Vernon, County of
Los Angeles, State of California:
Legal description attached hereto and made a part hereof as Exhibit "A". Commonly known as
5001 S. Soto Street, City of Vernon, State of California, 90058.
The foregoing grant of Property was subject to certain conditions, including the following:
"(2) The first building to be constructed on the Property will be fully developed as a Data Center
within nine (9) months following the date of recordation of this Grant Deed, and the last building
required to achieve the minimum 100,000 square feet described above will be developed as a
Data Center within twelve (12) months following the date of recordation of this Grant Deed, and
in accordance with the location description set forth in the Site Plan, subject to a day for day
delay if there is an occurrence of an event beyond the reasonable control of Grantee ("Force
Majeure Event") (provided, however, that lack of funds or failure to apply for permits on a
timely basis or to comply with City of Vernon requirements in connection with obtaining
01910/0006 179835.1
permits, or failure to deliver plans that are in compliance with this Grant Deed shall not
constitute a Force Majeure Event, and provided, further, that work shall commence again as soon
as possible following the Force Majeure Event);"
In order to increase the period of time to construct the first building from nine (9) months to July 30,
2009 and to construct the last building to achieve the minimum 100,000 square feet from twelve (12)
months to October 30, 2009, the Grant Deed is hereby amended to delete the above paragraph and
to substitute in its place the following paragraph:
"(2) The first building to be constructed on the Property will be fully developed as a Data Center
by July 30, 2009, and the last building required to achieve the minimum 100,000 square feet
described above will be developed as a Data Center by October 30, 2009 of this Grant Deed, and
in accordance with the location description set forth in the Site Plan, subject to a day for day
delay if there is an occurrence of an event beyond the reasonable control of Grantee ("Force
Majeure Event") (provided, however, that lack of funds or failure to apply for permits on a
timely basis or to comply with City of Vernon requirements in connection with obtaining
permits, or failure to deliver plans that are in compliance with this Grant Deed shall not
constitute a Force Majeure Event, and provided, further, that work shall commence again as soon
as possible following the Force Majeure Event);"
Dated: October q , 2008
Grantor:
The City of Vernon
By:
Hilario Gonzales, Mayor Pro-Tem
Approved as to Form:
By:
PZ--
/F A. arrison, City Attorney
Grantee:
DP VERNON, LLC, a California limited liability
company
By:
Eric M. Bender, Vice President and Treasurer
2
01910/0006 179835.1
EXHIBIT A TO
AMENDMENT TO GRANT DEED
LEGAL DESCRIPTION
LOT 5 OF TRACT NO. 6452, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING AND RESERVING TO GRANTOR THAT PORTION OF 50TH STREET (WHICH WAS
ALSO KNOWN AS LOT 6) THAT WAS ADDED TO LOT 5 AS A RESULT OF THE VACATION OF
50TH STREET (IN RESOLUTION 8986 OF THE CITY OF VERNON), RECORDED DUNE 29, 2006
AS INSTRUMENT NO. 06-1438214 IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
3
01910/0006 179835.1
STATE OF CALIFORNIA)
COUNTY OF LOS ANGELES)
ON
C
Y
)SS.
20 e-2 BEFORE ME,
A NOTARY
WHO PROVED
TO ME ON THV BASI"F SATISFACTORY EVIDENCE TO BE THE PERSON WHOSE
NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO
ME THAT HE EXECUTED THE SAME IN HIS AUTHORIZED CAPACITY, AND THAT
BY HIS SIGNATURE ON THE INSTRUMENT, THE PERSON, OR THE ENTITY UPON
BEHALF OF WHICH THE PERSON ACTED, EXECUTED THE INSTRUMENT.
I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF
CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.
WITN S MY HAND AND OFFICIAL SEAL.
f 1
(No ry Sig ure)
(NOTARY SEAL)
4
01910/0006 17,9835.1
rwutM wwiuo'`''`�
Comm4gon # 16U907 [
Lw MOWN Coer1y @lMyCw"-bVf"Awl.201
STATE OF CALIFORNIA)
)SS.
COUNTY OF LOS ANGELES)
ON , 20 BEFORE ME,
A NOTARY
PUBLIC, PERSONALLY APPEARED
WHO PROVED
TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON WHOSE
NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO
ME THAT HE EXECUTED THE SAME IN HIS AUTHORIZED CAPACITY, AND THAT
BY HIS SIGNATURE ON THE INSTRUMENT, THE PERSON, OR THE ENTITY UPON
BEHALF OF WHICH THE PERSON ACTED, EXECUTED THE INSTRUMENT.
I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF
CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.
WITNESS MY HAND AND OFFICIAL SEAL.
(Notary Signature)
(NOTARY SEAL)
5
01910/0006 179835.1
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 17, 2008
COPY
VIA FEDERAL EXPRESS
Ms: Tina DeBow
Senior Advisory Escrow Officer
North American Title Company
101 N. Brand Blvd., Suite 1800
Glendale, CA 91203
Re: DP Vernon, LLC - 5001 South Soto Street, Vernon, California
(5 Foot Parcel in Back)
Escrow No. 837052-TD; Order No. 6022868-62
Dear Tina:
Enclosed please find the following signed documents respecting
the above -referenced escrow:
1. Certificate of Acceptance;
2. Preliminary Change of Ownership Report; and
3. First Amendment to Real Estate Purchase and Sale Agreement and
Escrow Instructions (four executed copies).
Please return one completely signed original to me. If you have
any questions, please do not hesitate to contact me.
SinceiAt
y,
J f Harrison
C ty orney
JH:j1
Enclosures
cc: Nelly Giron, City Clerk - Resolution No. 9714
E�clusive(y Industriaf
PAGE 2
GRANT DEED
APN: Portion of 6308-002-021
ESCROW NO. 837052-TD
ORDER NO. 6022868-62
The foregoing grant of real property is subject to non -delinquent taxes, all easements, covenants,
conditions and restrictions of record, and all other matters of record affecting title to such property.
"That certain Certificate of Compliance dated 11-13-08, executed in counterpart by the herein
referenced Grantor and herein referenced Grantee, under the City of Vernon's Certificate of
Compliance No. 2008-01, has been fully executed and is being recorded concurrently herewith."
Date: December 2008
"Grantor"
DP VERNON, LLC, a California limited liability company
By:
Title:
Name Printed:
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant Deed dated December_,
2008, from DP VERNON, LLC, a California limited liability company, for the property commonly
known as: a portion of 5001 South Soto Street, Vernon, CA 90058, CA, is hereby accepted by the
undersigned officers) on behalf of the City Council of said City pursuant to authority conferred by
Resolution No. 97144 of the City Council of said City adopted on September 22,
20 08and the City consents to the recordation thereof by its duly authorized officer(s).
Date: December 17, 2008
The litof Ver n
By: k I
,__.
Name eff A. Harrison
Title: [(tted:
t torne
7- -T ST:
/L�-
Manuela Giron, Ci y C erk
APPROVED S TO FORM:
NaYJe arrison
Titlty A ey
2008 California All -Purpose Acknowledgment
COUNTY OF LOS ANGELES • OFFICE OF THE ASSESSOR
s s9 _ 500 WEST TEMPLE STREET • LOS ANGELES, CA 90012-2770
-t�'"4� 0� Telephone: 213.974.3211 • Email: assessor®co.la.ce.us • Website: lecountyassessor.com
10 Si desea ayuda an Espanol, Ilame al numero 213.974.3211
RICK AUERBACH
ASSESSOR
PRELIMINARY CHANGE OF OWNERSHIP REPORT
ITo be completed by transferee (buyer) prior to transfer of subject property In accordance with section 480.3 of the Revenue and
Taxation Code.) A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office
for the county where the property is located; this particular form may be used in all 58 counties of California.
THIS REPORT IS NOT A PUBLIC DOCUMENT
SELLER/TRANSFEROR: DP Vernon, LLC
BUYER/TRANSFEREE: City of Vernon
ASSESSOR'S PARCEL NUMBER(S) Portion of 6308-002-021
PROPERTY ADDRESS OR LOCATION:
MAIL TAX INFORMATION TO: Name
Address
Phone Number (S a.m.-5 p.m.) ( )
NOTICE: A lien for property taxes applies to your property on January 1 of each year for the taxes owing In the following fiscal
year, July 1 through June 30. One-half of these taxes is due November 1, and one-half is due February 1. The first installment
becomes delinquent on December 10, and the second Installment becomes delinquent on April 10.One tax bill Is mailed before
November 1 to the owner of record. You may be responsible for the current or upcoming property taxes even if you do not
receive the tax bill.
FOR RECORDER'S USE ONLY '
r DOCUMENT NUMBER
RECORDING DATE
The property which you acquired may be subject to a supplemental assessment in an amount to be determined by the Los- Angeles County Assessor. For
further Information on your supplemental roll obligation, please call the Los Angeles County Assessor at (213) 974-3211.
PART I: TRANSFER INFORMATION (please answer all questions)
YES NO
❑ ❑ A. Is this transfer solely between husband and wife (addition of a E
❑ ❑ B. Is this transaction only a correction of the name(s) of the persor
marriage)? Please explain
❑ ❑ C. Is this document recorded to create, terminate, or reconvey 0
❑ ❑ D. Is this transaction recorded only as a requirement for flnanpi g
cosi' ner)? Please explain
death of a spouse, divorce se I6ment, etc.)?
ing title to the property (fo xampie, a name change upon
nder's interest In the F
purposes or to create,
or reconvey a security interest (e.g.,
9 —
❑ ❑ E. Is this document recorded to substitute a tru of a st, mortgage, or other si 1rar document? .
El F. Did this transfer result in the creation of a 'oi t ten In which the seller (tra eror remains as one of the joint tenants?
j )
❑ ❑ G. Does this transfer return property to the pers n wh createt�e joi/tena (original transferor)?
H. Is this a transfer of property: �❑ ❑ 1. to a revocable trust that may be rev ad by the transferor nd isbenefit of the ❑ transferor ❑ transferor's spouse?
❑ ❑ 2. to a trust that may be revoked b t e Crea �+r/ rantor who is al tenant, and which names the other joint
tenant(s) as beneficiaries when t ator rantor dies?
❑ ' ❑ 3, to an irrevocable trust for kfe • e f t o the Creator/Gr or and/or ❑Grantor's spouse?
❑ ❑ 4. to an irrevocable trust fr m w 'c e p . e reverts the Creator/Grantor within 12 years?
❑ ❑ I, if this property Is subject o a leas 's he•rema1 i g lei a term 35 years or more including written options?
❑ ❑ *J. Is this a transfer betwe _ ❑ rent(s) and 'I (fen)? ❑ or from grandparent(s) to grandehild(ren)?
❑ ❑ *K. Is this transaction to r place princi al residence y a person 55 years of age or older?
Within the same cou ty? ❑ Ye ❑ No
❑ ❑ *L; Is this transaction t �pla a principal real ce b a person who is severely disabled as defined by Revenue and Taxation Code
section 69.5? Within the ame unty? Yes LJ No
❑ ❑ M. Is this fansf r solely tween omest1 partners currently registered with the California Secretary of State?
*If you checked yes o K L, you me <ala fy for property tax reassessment exclusion, which may result in lower taxes on your property. If you
do not file a clai ,your r erty will be reasse ed.
Please provide y other In motion that will �hh p the Assessor to understand the nature of the transfer,
If the conveyin document c nn igtes an exion from a change in ownership as defined in section 62 of the Revenue and Taxation Code for any
reason other k an those liste above, set f9 e specific exclusions claimed:
all Questions in each sec(ion. If a question does not apply, indicate with "N/A." Sign and date at bottom of second
n
A. Date of a sfer i other t n recording date
B. Type of t nsfer (plea check appropriate box):
❑ Purch a (plea
❑ Gift ❑ Trade or Exchange ❑ Merger, Stock, or Partnership Acquisition
❑ Contrac f S ie — Date of Contract
❑ Inheritance Date of Death ❑ Other (please explain):
❑ Creatio f Lease ❑ Assignment of a Lease ❑ Termination of a Lease ❑ Sale/Leaseback
❑ Date ase began
❑ Or, nal term in years (including written options)
❑ maining term in years (including written options)
Monthly Payment Remaining Term
C Was only a partial interest in the property transferred? ❑ Yes ❑ No
If as. indicate the percentage transferred %•
BOE-502-A (FRONT) REV. 8 (10.05) ASSR-70 (Rev. 05/06)
Please write Assessor's Parcel Number(s):
APN: Portion of 6308-002-021
Please answer, to the best of your knowledge, all applicable questions, then sign and date. If a question does not apply, indicate w�"N/A. _
PART III: PURCHASE PRICE AND TERMS OF SALE
A. CASH DOWN PAYMENT OR value of trade or exchange (excluding closing costs)
B. FIRST DEED OF TRUST @
% interest for years. Pyn
❑ FHA( Discount Points)
❑ Fixed rate
❑ Conventional
❑ Variable rate
❑ VA( Discount Points)
❑ All inclusive D.T. ($
❑ Cal -Vet
❑ Loan carried by seller
Balloon payment ❑ Yes
❑ No D -Dal1
C. SECOND DEED OF TRUST @
% interest for ye rs. P�
❑ Bank or savings & loan
❑ Fixed rate
❑ Loan carried by seller
❑ Variable rate
Balloon payment ❑ Yes
❑ No NDue �rf.
D. OTHER FINANCING: Is other financing involved not covered in (t Iy
Type @ % Interest for t
❑ Bank or savings & loan ❑ Fixed rate
❑ Loan carried by seller ❑ Variable 'ate
Balloon payment ❑ Yes ❑ No
E. WAS AN IMPROVEMENT BOND ASSUMED BY THE U ER)
E TOTAL PURCHASE PRICE (or acquisition price, if�r a' or exchanges
G. PROPERTY PURCHASED ❑ Through a broker it itfrom Salle
If purchased through a broker, provide bri ker's name and phone numt
Please explain any special terms,,e ncessions, or financing ar
and terms of sale:
Due Date _
Yes ❑
$ (loin. & Int. only) Aunt $
% New loan ej/
❑ Assumed existing loan ante
Wrapped) ❑ Bank or savings & to
laK
❑ Finance company
Amouryf $
$ (Prin. & Ipt/only) Amount $
—New loan /
❑ Assume /`existing loan balance
Amount $
;E) Yes No• Amount $
/Mo. _ (Prin. & Int. only)
New loan
❑ Assumed existing loan balance
Amount $
No Outstanding Balance: Amount $
include rea state commission If paid)
TOTAL ITEMS A THROUGH E 1 $
❑/r.m a family member ❑ Other (please explain):
any other information that would help the Assessor understand the purchase price
PROPERTY INFORMATION
A. TYPE OFPROPER7LF!A`SFERRED: J
❑ Single-family re i nc�,itllmbe,
(/ ❑ Agricultural ❑ Timeshare
❑ Multiple familyle ide(no. of uni s: ) ❑ Co-op/Own-your-own ❑Manufactured home
❑ Commercial/In stria) ❑ Condominium ❑ Unimproved lot
❑ Other Descri ti n: I.e/mineral, w t r rights, etc. )
B. IS THIS PROPERTY N�iNDECj AS YOU PRINCIPAL RESIDENCE? ❑ Yes ❑ No
If yes, enter date of ocdu / , 20 or intended occupancy / , 20
( nth) (day) (veer) (month) (day) (year)
C. IS PERSONAL PROPERTY INCLU¢ D IN PURCHASE PRICE (i.e., furniture, farm equipment, machinery, etc.)
(other than a manufactured hor�n}} subject to local property tax)? ❑ Yes ❑ No
If yes, enter the value of the property included In the purchase price $ (Attach itemized list of personal property.)
D. IS A MANUFACTURED H ME INCLUDED IN PURCHASE PRICE? ❑ Yes ❑ No
If yes, how much of theurchase price is allocated to the manufactured home? $
Is the manufactured/home subject to local property tax? ❑ Yes ❑ No What is the decal number?
E. DOES THE PROPE�RTY PRODUCE INCOME? ❑ Yes ❑ No If yes, is the Income from:
❑ Lease/Reny ❑ Contract ❑ Mineral rights ❑, Other (please explain):
F. WHAT WAS THE CONDITION OF THE PROPERTY AT THE TIME OF SALE?
❑ Good ❑ Average ❑ Fair ❑ Poor
Please explain the physical condition of the property and provide any other information (such as restrictions, etc.) that would assist the Assessor in determining
the -value of the property:
CERTIFICATION
OWNERSHIP TYPE (✓)
Proprietorship ❑
1 certify that the foregoing is true, correct and complete to the best of my knowledge and belief,
Partnership ❑
❑
This declaration is binding on each and every co-owner and/or partner.
Corporation
Other Hunj. — I
NAME F NEW OWNER/CORPORATE OFFICER
TITLE
City Attorney
Jeff A. Harri
n
SIGNAT F NEW OWNER
IVI`
P RATE OFFICER ,r
DATE
December 17, 2008
t
�`
NAME OF
typed or pdn( dJ
FEDERAL EMPLOYER ID NUMBER
City
o Verno
95-6000808
ADDRESS ((yped orpdnted)
E-MAIL ADDRESS (optional)
DATE
4305 Santa Fe
Avenue Vernon.,_CA 90058
December 17 2008
(NOTE: The Assessor may contact you for additional information.)
If a document evidencing a change of ownership is presented to the recorder for recordation without the concurrent filing of a preliminary
change of ownership report, the recorder may charge an additional recording fee of twenty dollars ($26).
BOE-502-A (BACK) REV. 8 (10-05) ASSR-70 (Rev. 05/06)
First Amendment to Real Estate Purchase and Sale Agreement and Escrow Instructions
This First Amendment to Real Estate Purchase and Sale Agreement and Escrow
Instructions (this "Amendment") is made as of December 17, 2008 by and between the City of
Vernon ("Buyer") and DP Vernon, LLC, a California limited liability company ("Seller") in
regard to the property located at the northerly 5 feet of Lot 5 of Tract No. 6542 in the City of
Vernon, County of Los Angeles, as per map recorded in Book 94 Pages 77 and 78 of Maps, in
the office of the County Recorder of said County (the "Property"). This Amendment is made in
order to amend certain terms of the Real Estate Purchase and Sale Agreement and Escrow
Instructions dated as of August 21, 2008 by and between 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. Closing The first sentence in the first paragraph of the Agreement is hereby
amended to read as follows: "The City of Vernon ("Buyer") hereby offers to purchase the real
property, hereinafter described, from the owner thereof, DP Vernon, LLC, a California limited
liability company ("Seller") (collectively, the "Parties" or individually, a "Party"), through an
escrow ("Escrow") to close on the fifth business day after the delivery of the partial
reconveyance from Seller's lender, as described in Paragraph 4.3 of the Agreement ("Closing
Date"). The Parties shall use their commercially reasonable efforts to obtain such reconveyance
on a reasonably prompt basis. If the reconveyance is not delivered to Escrow by December 31,
2009, this Agreement shall terminate."
2. Effectiveness of Agreement. 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.
3. 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
sighed document.
01910/0006 181943.1
Executed as of the date first above written.
BUYER:
The City of Vernon
A. Aaff ison, City Attorney
Attest:
By:
Manuela Giron, 'ty Glerk
SELLER:
DP VERNON, LLC, a California limited liability
company
an
Eric M. Bender, Vice President and Treasurer
2
01910/0006 181943.1
i
January 22, 2009
Ms. Tina DeBow
Senior Advisory Escrow Officer
North American Title Company
101 N. Brand Blvd., Suite 1800
Glendale, CA 91203
Re: DP Vernon, LLC - 5001 South Soto Street, Vernon, California
(5 Foot Parcel in Back)
Escrow No. 837052-TD; Order No. 6022868-62
Dear Tina:
Enclosed please find the following signed documents respecting
the above -referenced escrow:
1. Buyer's Estimated Settlement Statement #1; and
2. Amended Escrow Instructions
Please return a copy of one completely signed Amended Escrow
Instructions to me. If youhave any questions, please do not
hesitate to contact me.
Sincerel
kA Harrison
City Attorney
JH:j1
Enclosures
cc: Nelly Giron, City Clerk (Resolution No. 9714)
E.xE c(usivery Industrial
®NORTH
AMERICAN
TITLE'
Wiff-COMPANY
Like Clockwork m
North American Title Company
101 North Brand Blvd., Suite 1800 • Glendale, CA 91203
Buyer's Estimated Settlement Statement #1
Property: Northerly 5 feet of Lot 5 of Tract, No. 6542, apm
recorded in Bk 94 Pgs, 77 and 78 of Maps, APN:
portion of 6308-002-021, Vernon, CA 90058
Buyer: The City of Vernon
Address: 4305 Santa Fe Avenue, Vernon, CA 90058
Seller: DP Vernon, LLC
Address: 818 W. 7th Street, Suite 410, Los Angeles, CA 90017
File No: 91401-837052-08
Officer: Tina DeBow/td
New Loan No:
Settlement Date:
Disbursement Date: 01/28/2009
Print Date: 1/22/2009, 3:33 PM
'Charge Description
Buyer Charge
Buyer Credit
Consideration:
Total Consideration
129,756.00
Title/Escrow Charges to:
Document Preparation Fee - North American Title Company
150.00
Per A reement Bu er pays: Escrow Fee - North American Title Company
1,010.00
Per Agreement Buyer pays: CLTA Owner's Standard (NATICW) - North American Title
Company
564.00
Cash (X From) ( To) Borrower
131,480.00
Totals
131,480.00
131,480.00
Note: This is Estimated Settlement Statement #1, and is subject to changes, corrections or
additions at the time of final computation of the Settlement Statement.
Buyer(S):
The City of Ve on, a body corporate and
politi
By: % f A. rrison, City Attorney
Page 1 of 1
, RTH 101 North Brand Blvd., Suite 1800
A ICI E R I CAN Glendale, CA 91203
Office Phone: (818)240-4912
IrTITLE Office Fax: (818)936-6845
MCOM PANY
Like Clockwork m
AMENDED ESCROW INSTRUCTIONS
Date: 01/22/2009 Escrow No. 91401-837052-08
Re: Northerly 5 feet of Lot 5 of Tract, No. 6542, apm recorded in Bk 94 Pgs, 77 and 78 of Maps, Vernon,
CA 90058; Portion of APN: 6308-002-021
To: North American Title Company - Tina DeBow
1. The estimated closing statements deposited with the written approval of Buyer and Seller, shall be deemed full and
complete information and shall serve as written instructions to Escrow Holder regarding the adjustments and/or
prorations affecting this transaction, and Escrow Holder shall have no further duties or concerns therewith.
2. Buyer's deposit of the balance of the funds to close escrow with Escrow Holder, shall be considered to be Buyer's
written statement confirming all contingencies under the Agreement, have been satisfied by Buyer, and shall also
satisfy the requirement set out in Paragraph 3.4 of the Agreement, for the Escrow Holder to verify the satisfaction or
waiver of the Buyer's contingencies prior to the closing, has been completed.
3. 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.
4. Paragraph 6 of the Agreement, related to real property taxes, is replaced in its entirety with the following: Within 5
business days following the close of escrow, Escrow Holder is hereby authorized and instructed to prepare a letter
and forward the same by regular mail to: Los Angeles County Assessor's Public Acquisition Department, 500 W.
Temple Street, Room 153, Los Angeles, CA 90012, Attn: Sandra Curtis, (return receipt requested), together with a
copy of the recorded Grant Deed, notifying the county of the take, as to a portion of APN No. 6308-002-021, and the
closing of the transaction for the property conveyed by said Grant Deed to the Buyer. Escrow Holder shall provide
Buyer a copy of the confirming acknowledgment, with in 2 business days of receipt of same from the tax cancellation
unit.
5. Seller, states, Seller will pay, (without monitoring, liability and/or responsibility, on the part of Escrow Holder), on or
before April 10, 2009, the 2"d installment taxes of the 2008-2009 fiscal year in the amount of $43,414.66 and on or
before April 30, 2009 the 2"d installment of the supplement taxes in the amount of $28,658.88.
6. Seller will deposit with the Escrow Holder, the required federal and/or state tax reporting forms related to this real
property sale, on or before the expected closing date.
7. Escrow Holder has been handed a fully executed Request for Partial Reconveyance, from United Overseas Bank
Limited, and in accordance with the Amended Instructions previously deposited into escrow by the undersigned, the
expected closing date is hereby established to be on or before January 28, 2009, provided all conditions other than
time have been complied with.
All other terms and conditions to remain the same. All parties signing this instruction acknowledge receipt of a copy of
same.
SELLER(S):
DP Vernon, LLC, a California limited liability
company
BUYER(S):
The City of Vernon, a body corporate and
politic „
By: Eric M. Bender, Vice President and By:Y1 A. �rison, City Attorney
Treasurer
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
October 24, 2007
Ms. Tina DeBow
North American Title Company
101 N. Brand Blvd., Suite 1800
Glendale, CA 91203
VIA FEDERAL EXPRESS
Re: DP Vernon, LLC - 5001 South Soto Street, Vernon, California
Escrow No. 229642-TD
Dear Tina:
Enclosed please find the following signed documents respecting
the above -referenced escrow:
1. Grant Deed;
2. Lease Certification;
3. Owners Information Statement; and
4. Access Agreement (four executed copies).
If you have any questions, please do not hesitate to contact me.
Sincer y,
Wt Harrison
City Attorney
JH:jl
Enclosures
cc Nelly Giron, City Clerk
Exc(usivefy Industria(
GRANT DEED
RECORDING REQUESTED BY
North American Title Company
WHEN RECORDED MAIL THIS DOCUMENT
AND TAX STATEMENTS TO:
DP Vernon, LLC
818 W. 7t1i Street, Suite 410
Los Angeles, CA 90017
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
APN: 6308-002-008; 6308-002-902 (formerly 6308-002-901)
Escrow No.: 229642-TD
Title No.: 6018973-62
DOCUMENTARY TRANSFER TAX IS $ NOT OF PUBLIC RECORD.
❑x computed on full value of property conveyed, or
❑ computed on full value less value of liens and
encumbrances remaining at time of sale.
❑ Unincorporated area: ❑X City of Vernon
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED,
The City of Vernon, a body corporate and politic (the "Grantor")
HEREBY GRANT(S), SUBJECT TO THE CONDITIONS SUBSEQUENT DESCRIBED HEREIN, TO:
DP Vernon, LLC, a California limited liability company (the "Grantee")
01910/0006 163209.3
The following described real property, in the City of Vernon, County of Los Angeles, State of
California:
Legal description attached hereto and made a part hereof as Exhibit "A". Commonly known as
5001 S. Soto Street, City of Vernon, State of California, 90058. 1
The foregoing grant of Property is subject to non -delinquent taxes, all easements, covenants,
conditions and restrictions of record, and all other matters of record affecting title to such
Property.
Grantee acknowledges that Grantor, as a municipality, has implemented certain development
plans and has established certain criteria for use of property within the City. Accordingly, the
foregoing grant of Property is subject to the conditions subsequent described herein. Grantee's
and Grantee's successors' rights to the estate granted herein may be terminated by Grantor or
Grantor's successors in the event of a breach of the following conditions subsequent.
During the Covenant Period, as defined below, all improvements on the Property shall be
constructed, maintained, operated, and used solely and exclusively for purposes of operating a
"server farm" or "data center", as such term is commonly used in the telecommunications
industry (collectively, a "Data Center"). To ensure compliance with the above sentence, Grantee
shall construct and improve a minimum of 100,000 usable square feet of building space [the
usable square footage shall be determined in accordance with the standards set forth in ANSI
Z65.1-1996, as promulgated by the Building Owners and Managers Association (the "BOMA
Standard")] solely for the development and continuing exclusive use of a Data Center, and
otherwise in accordance with the time frame set forth herein and the location description set forth
in the site plan that is approved by the City of Vernon (the "Site Plan"). The minimum of
100,000 square feet shall be comprised of buildings that are each not less than 50,000 square
feet, as measured by the BOMA Standard. The exterior and interior of the structures and
buildings on the Property shall be designed and improved for the specific purpose of use as a
Data Center, and the buildings (including the usable square footage of each building), driveways,
and landscaped areas will be constructed and located on the Property in accordance with the Site
Plan, which shall show the order in which the buildings will be constructed, and the anticipated
start date and completion date for construction for each building. Grantee acknowledges that the
Property is being sold for the specific purpose set forth herein and that there shall be no
improvements constructed on the Property for any purpose other than for use as a Data Center
during the Covenant Period.
Grantor's grant of the Property is conditioned on strict compliance with the following conditions:
(1) Grantee's (and Grantee's successors and assigns) continuing compliance with the
covenant that the Property not be used for any purpose other than a Data Center for the period of
five (5) years following Grantee's completion of construction of the last building required to
achieve full development of a minimum of 100,000 square feet as a Data Center (comprised of
buildings not less than 50,000 square feet), as described above, as evidenced by a Certificate of
01910/0006 163209.3
Completion of Construction signed by Grantee's architect and reasonably approved by the City
of Vernon (the "Covenant Period");
(2) The first building to be constructed on the Property will be fully developed as a Data
Center within nine (9) months following the date of recordation of this Grant Deed, and the last
building required to achieve the minimum 100,000 square feet described above will be
developed as a Data Center within twelve (12) months following the date of recordation of this
Grant Deed, and in accordance with the location description set forth in the Site Plan, subject to a
day for day delay if there is an occurrence of an event beyond the reasonable control of Grantee
("Force Majeure Event") (provided, however, that lack of funds or failure to apply for permits on
a timely basis or to comply with City of Vernon requirements in connection with obtaining
permits, or failure to deliver plans that are in compliance with this Grant Deed shall not
constitute a Force Majeure Event, and provided, further, that work shall commence again as soon
as possible following the Force Majeure Event);
(3) The Property will automatically revert to the Grantor if the Property is not developed
within the time frame and used on the terms set forth herein; provided, however, that the
reversion will not be effected if Grantee cures the default within four (4) months following
delivery of notice of default from the Grantor; and
(4) The covenants and conditions and right of reversion described herein run with the
land and are binding on all tenants, users, owners, and successors within the Covenant Period.
If the Property reverts to the Grantor, the Grantor will purchase the entirety of the Property from
the Grantee, and Grantee shall sell the entirety of the Property to the Grantor, including all
buildings, for the fair market value of the land and buildings, as determined in accordance with
the appraisal procedure set forth in Exhibit `B" hereto. The closing of the repurchase shall take
place not later than thirty (30) days' following the determination of the Fair Market Value of the
Property.
The obligations of Grantee and right of reversion to Grantor as described herein shall terminate
on the earlier of the last day of the Covenant Period or thirty (30) years following the date of the
recordation of this Grant Deed.
This Grant Deed may be executed and acknowledged by Grantor and Grantee in counterparts,
each of which shall be deemed an original, and all of which together shall constitute one and the
same instrument. Each of Grantor and Grantee, after verifying that the counterparts are identical
except for the signatures, is authorized and instructed to combine the signed signature and
acknowledgement pages on one of the counterparts, which shall then constitute the Grant Deed.
[Signatures on following page]
01910/0006 163209.3
Date: October 22, 2007
"GRANTOR"
CITY OF VERNON, a municipal corporation
By:
Eric T. Fresch
City Administrator
f
ATTEST: APPRO'
K�-4�By:
YIANUELA GIRdN, City Clerk 7
"GRANTEE"
By its execution of this document, Grantee agrees to
the foregoing covenants.
DP VERNON, LLC, a California limited liability
company
By:
Name: Eric M. Bender
Title: Vice President and Treasurer
01910/0006 163209.3
STATE CAZANGZES),""�
.O OF LO
STATE OF CALIFORNIA)
COUNTY OF LOS ANGELES)
ON
)SS.
O r , BEFORE ME,
kJal'tt-telaL / , A NOTARY
PUBLIC, PERSONALLY APPEARED r G '.1 ,
PERSONALLY KNOWN TO ME (OR PROVED TOME ON THE BASIS OF SATISFACTORY
EVIDENCE) TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE WITHIN
INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME IN HIS
AUTHORIZED CAPACITY, AND THAT BY HIS SIGNATURE ON THE INSTRUMENT THE
PERSON, OR THE ENTITY UPON BEHALF OF WHICH THE PERSON ACTED, EXECUTED THE
INSTRUMENT.
W TNESS MY HAND AND OFFICIAL SEAL.
(Notary Signature
(NOTARY SEAL)
STATE OF CALIFORNIA)
)SS.
COUNTY OF LOS ANGELES)
ON , BEFORE ME,
Lfornia
RON
I
LI-A.
C61138g
No:Oiifornip aounty-
MyCov q 2(1nn
2 w..
A NOTARY
PUBLIC, PERSONALLY APPEARED ,
PERSONALLY KNOWN TO ME (OR PROVED TO ME ON THE BASIS OF SATISFACTORY
EVIDENCE) TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE WITHIN
INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME IN HIS
AUTHORIZED CAPACITY, AND THAT BY HIS SIGNATURE ON THE INSTRUMENT THE
PERSON, OR THE ENTITY UPON BEHALF OF WHICH THE PERSON ACTED, EXECUTED THE
INSTRUMENT.
WITNESS MY HAND AND OFFICIAL SEAL.
(Notary Signature)
(NOTARY SEAL)
01910/0006 163209.3
EXHIBIT A TO
GRANT DEED
LEGAL DESCRIPTION
LOT 5 OF TRACT NO.6452, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 94 PAGES 77 AND 78 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING AND RESERVING TO GRANTOR THAT PORTION OF 50T" STREET (WHICH WAS
ALSO KNOWN AS LOT 6) THAT WAS ADDED TO LOT 5 AS A RESULT OF THE VACATION OF
50T" STREET (IN RESOLUTION 8986 OF THE CITY OF VERNON), RECORDED JUNE 29, 2006
AS INSTRUMENT NO. 06-1438214 IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
01910/0006 163209.3
EXHIBIT B TO
GRANT DEED
APPRAISAL PROCEDURE
For purposes of the right of reversion, "Fair Market Value" shall mean the fair market
value, in cash, obtainable for the Property in an arm's length transaction, taking into account the
location of the Property in the City of Vernon and determining its value as improved industrial
land, taking into account the fair market value of the buildings as general use industrial
buildings. Fair Market Value shall not include any special improvements made to the Property
in connection with its potential use as a Data Center. The parties shall attempt to reach
agreement on Fair Market Value within thirty (30) days after receipt by Grantee of the Grantor's
notice of exercise of the right of reversion. Failing such agreement, Fair Market Value shall be
determined by appraisal conducted in the following manner:
The party desiring the appraisal shall deliver to the other party notice of appointment of a person
who is a duly qualified professional real estate appraiser, who has been a member of the highest
standing, qualification and rank or certification for a period of at least ten (10) years in the
Appraisal Institute or similar professional appraisal organization and who has had at least ten
(10) years personal experience in the appraisal of unimproved industrial land located in Los
Angeles County. Within ten (10) days after receipt of such notice, the other party shall deliver to
the first party notice of appointment of a person having similar qualifications to act as appraiser
on its behalf. If the other party fails to notify the first party of the appointment of the second
appraiser within said period of time, the first appraiser shall serve as the sole appraiser. If the
two appraisers so designated are unable to agree as to the Fair Market Value of the Property
within thirty (30) days after the designation of the second appraiser, and their appraisals are
within ten percent (10%) of each other, the Fair Market Value shall be the mathematical average
of their separate appraisals. If their appraisals differ by more than ten percent (10%), they shall
appoint a third appraiser having similar qualifications. If the two appraisers are unable to agree
on a third appraiser within ten (10) days after the expiration of such thirty (30) day period, the
third appraiser shall be selected by both parties within ten (10) days thereafter. If the parties do
not so agree within such period of time, either party may apply to the Superior Court of Los
Angeles County, California, for the appointment of such third appraiser and the other party shall
not raise any objection as to the court's full power and jurisdiction to entertain the application
and make the appointment. In the event of the failure, refusal or inability of any appraiser to act,
his successor shall be appointed within ten (10) days by the party who originally appointed him
(or in the event of such party's failure so to do, or in the case of the third appraiser, his successor
shall be appointed in the manner hereinbefore provided). Each of the appraisers so appointed
shall conduct an appraisal of the Property and shall report its determination of the Fair Market
Value within thirty (30) days after the third appraiser is appointed. If the three appraisers are
unable to agree as to such Fair Market Value within such period of forty-five (45) days after the
third appraiser is appointed, the Fair Market Value shall be deemed to be the average of the
values determined by the two appraisers whose appraised values are closest in value to each
other. Each party shall pay the fees and expenses of the appraiser appointed by such party and
the fees and expenses of the third appraiser shall be borne equally by the parties.
01910/0006 163209.3
TO: NORTH AMERICAN TITLE 91402
101 N. BRAND BLVD., SUITE 1.800
GLENDALEJ CA 91203
ATTENTION: TINA DEBOW
TITLE NO: 6018973-62
REF. NO.: 229642-TD
PROPERTY: 5001 South Soto Street, Vernon
LEASE CERTIFICATION
First American Title Insurance Company through its agent North American Title
Company (collectively referred to or "First American") has been requested to issue a form of
policy of title insurance showing as an exception to title in Schedule B therein all existing leases
affecting the real property referred to above, and described in the Preliminary Report issued in
connection with this transaction.
In addition to any other requirements it may have, First American has requested the
undersigned provide it with a current list of all leases affecting the subject property.
Therefore, in response to such request made by First American, the undersigned hereby
declares that
❑ the LIST ATTACHED HERETO AND DATED AS OF
represents all the leases affecting the subject property; or
❑x there are NO leases affecting the subject property now, nor will there be any prior
to the close of this escrow.
The undersigned also declares that only the following lease or leases contain provisions
for either options to purchase or the rights of first refusal, or both:
OPTIONS TO PURCHASE: RIGHTS OF FIRST REFUSAL:
(list applicable leases. If none, write "none")
The undersigned hereby certifies to First American that the foregoing is true and correct.
City of Vernon
BY:
E Fresc
City Administrator
M.
Approved as to Form: BY
01910/0006 164360.1
OWNERS INFORMATION STATEMENT
THE UNDERSIGNED OWNER HEREBY STATES THAT THERE ARE NO
UNRECORDED LEASES OR AGREEMENTS AFFECTING THE PROPERTY DESCRIBED
IN THE ABOVE REFERENCED PRELIMINARY REPORT AND THAT THERE IS NO ONE
IN POSSESSION OR ENTITLED TO POSSESSION OF SAID PROPERTY OTHER THAN
THE VESTEE SHOWN IN THE PRELIMINARY REPORT EXCEPT: (IF NONE, STATE
"NONE'.)
NONE
THE UNDERSIGNED OWNER STATES THAT TO HIS/HER KNOWLEDGE THERE
ARE NO LIENS OR RIGHTS TO LIENS UPON SAID PROPERTY FOR LABOR, SERVICES
AND MATERIALS FOR WORK CONTRACTED FOR AND COMPLETED BY OWNER,
LESSEE, SUB-LESSFE OR TENANT WITHIN THE LAST YEAR OR WHICH IS NOW IN
PROGRESS EXCEPT (IF NONE, STATE "NONE")
N
THIS STATEMENT IS MADE IN CONNECTION WITH THE REQUEST TO THIS
COMPANY TO ISSUE ITS POLICY(IES) OF TITLE INSURANCE WITH RESPECT TO
THE ABOVE -REFERENCED ORDER NUMBER.
OWNER: City of Vernon *
ADDRESS: 5001 South Soto Street
CITY, STATE, ZIP: Vernon, CA
DATE: October 23, 2007
ORDER NO. 6018973-62
*BY:
Appr
mm
; __7
Eric T. Fresch
City Administrator
01910/0006 164360.1
VtiY HJ9
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: September 3, 2009
TO: Nelly Giron, City Clerk
FROM: Judy Lehr, Legal Services Administrative Secretary
RE: DP Vernon, LLC
5001 S. Soto Street
Attached please find for your retention an originally signed First
Amendment to Real Restate Purchase and Sale Agreement and Escrow
Instructions along with the Buyer's Final Settlement Statement
regarding the above -reference matter.
JL:em
Enclosures
(Resolution Nos. 9714)
NORTH
AMERICAN
TITLE
COMPANY
Like Clockwork"
North American Title Company
101 North Brand Blvd., Suite 1800 • Glendale, CA 91203
Buyer's Final Settlement Statement
Property: Northerly 5 feet of Lot 5 of Tract, No. 6542, apm
recorded in Bk 94 Pgs, 77 and 78 of Maps, APN:
portion of 6308-002-021, Vernon, CA 90058
Buyer: The City of Vernon
Address: 4305 Santa Fe Avenue, Vernon, CA 90058
Seller: DP Vernon, LLC
Address: 818 W. 7th Street, Suite 410, Los Angeles, CA 90017
File No: 91401-837052-08
Officer: Tina DeBow/td
New Loan No:
Settlement Date: 01/28/2009
Disbursement Date: 01/28/2009
Print Date: 1/28/2009, 3:56 PM
Char e`Descri" "tion _.:'-
Bu 'er""Char a
Bu er Credit
Consideration:
Total Consideration
129,756.00
Deposits in Escrow:
Receipt No. 145787 on 01/26/2009 by The City of Vernon
131,480.00
Title/Escrow Charges to:
Owner's Policy to North American Title Company
564.00
Escrow Fee - North American Title Company
1,010.00
Document Preparation Fee - North American Title Company
150.00
Totals
131,480.00
131,480.00
First Amendment to Real Estate Purchase and Sale Agreement and Escrow Instructions
This First Amendment to Real Estate Purchase and Sale Agreement and Escrow
Instructions (this "Amendment") is made as of December 17, 2008 by and between the City of
Vernon ("Buyer") and DP Vernon, LLC, a California limited liability company ("Seller") in
regard to the property located at the northerly 5 feet of Lot 5 of Tract No. 6542 in the City of
Vernon, County of Los Angeles, as per map recorded in Book 94 Pages 77 and 78 of Maps, in
the office of the County Recorder of said County (the "Property"). This Amendment is made in
order to amend certain terms of the Real Estate Purchase and Sale Agreement and Escrow
Instructions dated as of August 21, 2008 by and between 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. Closing Date. The first sentence in the first paragraph of the Agreement is hereby
amended to read as follows: "The City of Vernon ("Buyer") hereby offers to purchase the real
property, hereinafter described, from the owner thereof, DP Vernon, LLC, a California limited
liability company ("Seller") (collectively, the "Parties" or individually, a "Party"), through an
escrow ("Escrow") to close on the fifth business day after the delivery of the partial
reconveyance from Seller's lender, as described in Paragraph 4.3 of the Agreement ("Closing
Date"). The Parties shall use their commercially reasonable efforts to obtain such reconveyance
on a reasonably prompt basis. If the reconveyance is not delivered to Escrow by December 31,
2009, this Agreement shall terminate."
2. Effectiveness of Agreement. 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.
3. 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.
01910/0006 181943.1
Executed as of the date first above written.
BUYER:
The City of Vernon
Jc(f 4. IV4ison, City Attorney
Attest:
By:
Manuela Giron, City Cl k
SELLER:
DP VERNON, LLC, a California limited liability
company
M.
Eric M. Bender, Vice President and Treasurer
2
01910/0006 181943.1
Executed as of the date first above written.
BUYER:
The City of Vernon
By:
A. ison, City Attorney
Attest:
By:
Manuela Giron, 'ty derk
SELLER:
DP VERNON, LLC, a California limited liability
company
By:
Eric M. Bender, Vice President and Treasurer
2
01910/0006 181943.1
0 AI�,
4y'V6LY 1N�Ve
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: September 3; 2009
TO Nelly Giron, City Clerk
FROM: Judy Lehr, Legal Services Administrative Secretary
.�Y A
RE: DP Vernon, LLC
5001 S. Soto Street
Attached please find for your retention a conformed copy of the
Grant Deed regarding the above -referenced matter.
JL:em
Enclosure
(Resolution No. 9714)
.'E :ORDER MEMO: This COPY has not been QUALITY ASSURED.
This page Is part of your document - DO NOT DISCARD
`
�
20090108683
t
111111111111111111111111111111
jj1j
1111111111111111
Poos:
RecordedlFlled In Official Records
Recorders Office, Los Angeles County,
California
01/28/09 AT 08:OOAM
FEES:
0.00
TAXES:
0.00
OTHER:
0.00
PAID:
0.00
TITLE(S) :DEED
LEADSHEEt
IIAIV�IIIVINV�IIIRIIIIIIII�UN IM�NYn
IIIIIIBIdIIdIn�II�111��Ilu�IIIIVIhIII�IN1
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THIS FORM IS NOT TO BE DUPLICATED
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:CORDER MEMO: This COPY has not been QUALITY ASSURED.
RECORDING RE(JUESTED BY
North American Title Company
Order No. 6022668-62
Escrow No. 837052-TD
WHEN RECORDED MAIL TO:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Jeff A. Harrison, City Attorney
MAIL TAX STATEMENTS TO:
Exempt
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
"This document may be executed in counterparts, each of which when taken together shall
constitute one and the same instrument."
APN: Portion of 6308-002-021
DOCUMENTARY TRANSFER TAXIS NONE - N T REQUIRED SEC. 11922 REVENUE 'L
TAXATION CODE. 7 •-,-.0 <-7 r «= >-4
ipnature a areni ar Agenl ae erminmp tax, FWffi N-afl�q-
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNO
DP Vernon, LLC, a California limited liability company (the "Grantor")
HEREBY GRANT(S) TO:
City of Vernon, a body corporate and politic (the "Grantee")
The following described real property, in the City of Vernon, County of Los Angeles, State of
LU
California:
The Northerly 5 feet of Lot 5 of Tract No. 6452, in the City of Vernon, County of Los Angeles,
State of California, as per map recorded in Book 94 Pages 77 and 78 of Maps, in the office of the
< county recorder of said county.
PAGE 1
:`CORDER MEMO: This COPY has not been QUALITY ASSURED.
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GRANT DEED
APN: Portion of 6308-002-021
ESCROW NO.837052-TD
ORDER NO.6022868-62
The foregoing grant of real property is subject to non -delinquent taxes, all easements, covenants,
conditions and restrictions of record, and all other matters of record affecting title to such
Property.
"That certain Certificate of Compliance dated 11-13-08, executed in counterpart by the herein
referenced Grantor and herein referenced Grantee, under the City of Vernon's Certificate of
Compliance No. 2008-01, has been fully executed and is being recorded concurrently herewith."
Date: December /0, 2008
"Grantor"
DP VERNON, LLC, a California limited liability company
By:Name Printed: Printed; f C X-1 , .ate Scyt
Title: Vo C c:':
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant Deed dated December
2008, from DP VERNON, LLC, a California limited liability company, for the property commonly
known as: a portion of 5001 South Soto Street, Vernon, CA 90058, CA, is hereby accepted by
the undersigned officer(s) on behalf of the City Council of said City pursuant to authority
conferred by Resolution No. of the City Council of said City adopted on
, 20_ and the City consents to the recordation thereof by its duly
authorized officer(s),�
Date:
The City of Vernon
By:
Name Printed:
Title:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Name: Jeff A. Harrison
Title: City Attorney
lk
3
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PAGE 2
GRANT DEED
APN: Portion of 6308-002-021
ESCROW NO. 837052-TD
ORDER NO.6022868-62
The foregoing grant of real property is subject to non -delinquent taxes, all easements, covenants,
conditions and restrictions of record, and all other matters of record affecting title to such property.
"That certain Certificate of Compliance dated 11-13-08, executed in counterpart by the herein
referenced Grantor and herein referenced Grantee, under the City of Vernon's Certificate of
Compliance No. 2008-01, has been fully executed and is being recorded concurrently herewith."
Date: December _, 2008
"Grantor
OP VERNON, LLC, a California limited liability company
By:
Name Printed:
Title:
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant Deed dated December 10
2008, from DP VERNON, LLC, a California limited liability company, for the property commonly
known as: a portion of 5001 South Soto Street, Vernon, CA 90058, CA, is hereby accepted by the
undersigned officer(s) on behalf of the City Council of said City pursuant to authority �anferred by
Resolution No. 971 of the City Council of said City adopted on Septe 1 er ,
20 08and the City consents to the recordation thereof by its duly authorized officer(s).
Date: December 17, 2008
The Ci ofVer n
By:
Name ed: eff A. Harrison
Title: Ftli!tz Aptorney
A7 EST:
9 `
Manuela Giron, C-ity C erk
APPROVED S TO FORM:
Na Je arrison
Tit] ity A ey
��CORDER MEMO: This COPY has not been QUALITY ASSURED.
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State of California �,- �, t
County of _0-6 (JC�A
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personally appeared
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who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by hWhedtheir signature(s) on the
instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official s
Signature
Signature of Notak Public
OPTIONAL
Though the information below Is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Dater Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
Signer's Name:
Individual
❑ Individual
❑ Corporate Officer — Title(s):
L Corporate Officer — Title(s):
❑ Partner — G Limited ❑ General _
U Partner — U Limited El General
U Attorney in Fact
C Attorney in Fact
a •
❑ Trustee
lop of thumb here
Cl Trustee
Tap of thumb here
❑ Guardian or Conservator
❑ Guardian or Conservator
❑ Other:
❑ Other:
Signer Is Representing: Signer Is Representing:
02007 National Notary Association- 9350 De Soto Ave., P.0.Box 2402 - Chatsworth, CA 91313-2402-www.NalionalNolaryorg Item Y5907 Reorder. Call Toll -Free 1-ti00.976-8927
:L-CORDER MEMO: This COPY has not been QUALITY ASSURED.
ILLEGIBLE NOTARY SEAL DECLARATION
GOVERNMENT CODE 27361.7
1 certify under penalty of perjury that the notary seal on the document to which this statement is
attached reads as follows:
Name of Notary
DECEMBER 03, 2009
Date Commission Expires
1626390
Notary Identification Number
(For Notaries commissioned after 1-1-1992)
NNA1
Manufacturer/Vendor Identification Number
(For Notaries commissioned after 1-1-1992)
NORWALK ,CALIFORNIA
Place of Execution of this Declaration
LOS ANGELES
BOND FILED 1N
JANUARY 28, 2009
DATE
SIGNATCYIRM IN ANY)
� o Fro Eq
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: September 3, 2009
TO: Nelly Giron, City Clerk
FROM: Judy Lehr, Legal Services Administrative Secretary U
RE: DP Vernon, LLC
5001 S. Soto Street
Attached please find for your retention a recorded Grant Deed
regarding the above -referenced matter.
JL:em
Enclosure
(Resolution No. 9714)
This page is part of your document - DO NOT DISCARD
A
20090108683
I 111I11 11111 11I11 11I11 11111jjjjI11111jjjjI 11111 111II$111111jjj�P0006
ages: s:
Recorded/Filed in Official Records
Recorder's Office, Los Angeles County,
California
01/28/09 AT 08:OOAM
FEES:
0.00
TAXES:
0.00
OTHER:
0.00
PAID:
0.00
TITLE(S) : DEED
IIItl�IIIIIII0111�IIIIIIIIBIIIIINl�0l�llllllllllllllllll�lllllllllllltilllll!
LEADSHEET
1111111111111111111111111111111111111111111111111111111111111111
200901280220009
001195823
SEQ:
10
1111111111111imiiiiuiiiuomimdmieiuimiiuiu
- IA11111111119111111111111VIIIIRAIVlll�91@I�
Fri
0y/28/2009
RECORDING REdUESTED BY North American Title Company VER IV IE
Order No. 6022868-62 1111111
Escrow No. 837052-TD FtB 112009
12009 `20090108683*
WHEN RECORDED MAIL TO:
City of Vernon CITY ATTORNEY DEPT,
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Jeff A. Harrison, City Attorney
MAIL TAX STATEMENTS TO:
Exempt
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
"This document may be executed in counterparts, each of which when taken together shall
constitute one and the same instrument."
APN: Portion of 6308-002-021
DOCUMENTARY TRANSFER TAX IS NONE — NOT�QUIRED. 1192�REVENUE
TAXATION CODE. —"@ ermininp faxes`"-u7n a e
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY kCKiT6`W00TEV,
DP Vernon, LLC, a California limited liability company (the "Grantor")
HEREBY GRANT(S) TO:
City of Vernon, a body corporate .and politic (the "Grantee")
The following described real property, in the City of Vernon, County of Los Angeles, State of
California:
The Northerly 5 feet of Lot 5 of Tract No. 6452, in the City of Vernon, County of Los Angeles,
State of California, as per map recorded in Book 94 Pages 77 and 78 of Maps, in the office of the
county recorder of said county.
PAGE 1
PAGE 2
GRANT DEED
APN: Portion of 6308-002-021
ESCROW NO. 837052-TD
ORDER NO. 6022868-62
The foregoing grant of real property is subject to non -delinquent taxes, all easements, covenants,
conditions and restrictions of record, and all other matters of record affecting title to such
property.
"That certain Certificate of Compliance dated 11-13-08, executed in counterpart by the herein
referenced Grantor and he, referenced Grantee, under the City of Vernon's Certificate of
Compliance No. 2008-01, has been fully executed and is being recorded concurrently herewith."
Date: December., 2008
"Grantor"
DP VERNON, LLC, a California limited liability company
By:
Name Printed: _ (C �J7 ��
Title: VI C F zD r T
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant Deed dated December ,
20K from DP VERNON, LLC, a California limited liability company, for the property commonly
known as: a portion of 5001 South Soto Street, Vernon, CA 90058, CA, is hereby accepted by
the undersigned officer(s) on behalf of the City Council of said City pursuant to authority
conferred by Resolution No. of the City Council of said City adopted on
20_ and the City consents to the recordation thereof by its duly
authorized officer(s).
Date:
The City of Vernon
By:
Name Printed:
Title:
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Name: Jeff A. Harrison
Title: City Attorney
J
PAGE 2
GRANT DEED
APN: Portion of 6308-002-021
ESCROW NO. 837052-TD
ORDER NO. 6022868-62
The foregoing grant of real property is subject to non -delinquent taxes, all easements, covenants,
conditions and restrictions of record, and all other matters of record affecting title to such property.
"That certain Certificate of Compliance dated 11-13-08, executed in counterpart by the herein
referenced Grantor and herein referenced Grantee, under the City of Vernon's Certificate of
Compliance No. 2008-01, has been fully executed and is being recorded concurrently herewith."
Date: December _, 2008
"Grantor"
DP VERNON, LLC, a California limited liability company
By:
Name Printed:
Title:
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant Deed dated December 10
2008, from DP VERNON, LLC, a California limited liability company, for the property commonly
known as: a portion of 5001 South Soto Street, Vernon, CA 90058, CA, is hereby accepted by the
undersigned officer(s) on behalf of the City Council of said City pursuant to authority conferred by
Resolution No. 9714 of the City Council of said City adopted on September 22,
20 08and the City consents to the recordation thereof by its duly authorized officer(s).
Date: December 17, 2008
The City of Ver,Flef
By:Qk 11
Name ted:f A. Harrison
Title: FCitrne
ATT ST:
Manuela Giron, City C erk
APPROV D S TO FORM:
Na Je .Harrison
Titl ity A Y ey
CALIFORNIA•ACKNOWLEDGMENT
.�S c,�aC 5.�.-�S S .� 5�.�'_S S.�S S S"�Ss.S,%'a'S Ss.S.: �5�.-�'S�.'aSs:C!�aS�'.0 S,raS,�S C �S,y�Ss�S:�S.'�S,�S:�.•.�S S!.�S,�S�..�S,�ir�aC:�SS'aS S;�g
State of California
County of _ou4 �49do
On �-I (D-o
Date
personally appeared
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
H• I certify under PENALTY OF PERJURY under the laws
COMWO on #► 1626M of the State of California that the foregoing paragraph is
�N �� � Ce�alreMaf UsAngaft true and correct.
M1►+=Osc 3.
WITNESS my hand and official s
Signature C)
Place Notary Seal Above Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document /Ir�dt/l Z�e�
Title or Type of Document: (
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
❑ Individual
❑ Corporate Officer — Title(s): —
Number of Pages:
Signer's Name:
❑ Individual
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General
❑ Attorney in Fact ❑Attorney in Fact •
❑ Trustee Top of thumb here ❑ Trustee Top of thumb here
❑ Guardian or Conservator ❑ Guardian or Conservator
❑ Other: ❑ Other:
Signer Is Representing: Signer Is Representing:
02007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationaiNotary.org Item #5907 Reorder: Call Toll -Free 1-800-876-6827
ILLEGIBLE NOTARY SEAL DECLARATION
GOVERNMENT CODE 27361.7
I certify under penalty of perjury that the notary seal on the document to which this statement is
attached reads as follows:
XUAN H DO
Name of Notary
DECEMBER 03, 2009
Date Commission Expires
1626390
Notary Identification Number
(For Notaries commissioned after 1-1-1992)
NNA1
Manufacturer/Vendor Identification Number
(For Notaries commissioned after 1-1-1992)
NORWALK .CALIFORNIA
Place of Execution of this Declaration
LOSANGELES
BOND FILED IN
JANUARY 28, 2009
DATE
SIGNAT RE FIRM IN ANY)