Resolution No. 97421
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RESOLUTION NO. 9742
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF AN
AMENDMENT TO GRANT DEED RELATING TO THE SALE OF
PROPERTY LOCATED AT 5001 S. SOTO STREET TO DP
VERNON, LLC
WHEREAS, on February 20, 2007, the City Council of the City
of Vernon adopted Resolution No. 9244 approving a Standard Offer,
Agreement and Escrow Instructions for Purchase of Real Estate and
Addendum (the "Agreement"), with DP Vernon, LLC ("DP Vernon") for the
sale of property located at 5001 S. Soto Street in the City of Vernon
(the "Property"); and
WHEREAS, by Instrument No. 20072447887 recorded on
(October 20, 2007, the City of'Vernon granted DP Vernon the Property;
Iand
WHEREAS, the City and DP Vernon desire to increase the
period of time to construct the first building on the Property to
July 30, 2009 and to construct the last building on the Property to
October 30, 2009; and
WHEREAS, in order to implement the desired changes, the City
and DP Vernon need to amend the Grant Deed recorded on October 20,
22 2007; and
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WHEREAS, in order to meet the urgent need to perform all
actions necessary to implement the sale of the Property, the Mayor
Pro-Tem executed the Amendment to Grant Deed, subject to ratification
by the City; and
WHEREAS, the City desires to approve and ratify the actions
of the Mayor Pro-Tem in executing the Amendment to Grant Deed to
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complete the sale of the Property under the terms and conditions of
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
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 Amendment to Grant Deed with DP Vernon and ratifies the
execution of the Amendment by the Mayor Pro-Tem, 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 take any and
all actions deemed necessary and to executeany and all documents as
shall be required pursuant to the terms of the Agreement, as amended
to complete the sale of the Property.
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 20th day of October, 2008.
Name: Leonis . Ma burg
Title: Mayor / +Ia-y^r Dr.-.-TeF
ATT ST:
MAN ELA GIRON, Clerk
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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. 9742, 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, October 20, 2008, and
8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
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12 MANUELA G ON City Clerk
13 (SEAL)
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EXHIBIT A
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:,1'-4�-
Hilario Gonzales, Mayor Pro-Tem
Approved as to Form:
By:
. Qwa sz__
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)
A,
Y
)SS.
20 e�? BEFORE ME,
A NOTARY
WHO PROVED
TO ME ON THE 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.
(No - y Sig ure)
0--
(NOTARY SEAL)
4
01910/0006 179835.1
M,�
COnon # 1654907
camofft
to 41111'1 et Counfy *,MY Cwn- Exp WApr 18, 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)
01910/0006 179835.1
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: November 13, 2008
TO: Manuela Giron, City Clerk
FROM: Jeff A. Harrison, City Attorne
RE: 5001 Soto Street - DP Vernon, ��LLC
Dear Nelly:
Attached for your retention is the recorded Amendment to Grant Deed
with respect to the above -referenced matter.
JH:j1
Attachment - Resolution Nos. 9742 and 9244
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL THIS DOCUMENT
AND TAX STATEMENTS TO:
DP Vernon, LLC
818 W. 7th Street, Suite 410
Los Angeles, CA 90017
COPY mDocument Recorded
MIX 20081881385
]fk
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
1
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 9 , 2008
Grantor:
The City of Vernon
By:
Hilario Gonzales, Mayor Pro-Tem.
Approved as to Form:
By:
f A. ar6son, 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 JUNE 29, 2006
AS INSTRUMENT NO. 06-1438214 IN TIC OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
3
01910/0006 1798M.1
STATE OF CALIFORNIA)
)SS.
COUNTY OF LOS ANGELES)
ON &eA 20 BEFORE ME,
A NOTARY
PUIC, RSO LLY A EARED
WHO PROVED
TO ME ON TH 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.
;WIZTNS MY HAND AND OFFICIAL SEAL.
mvuuo -
C rm**m # 1654907
Natoy,PWft - Cafanb
(Nokary Sig e) ux County
my Comm. EX" Apt 18, 201
(NOTARY SEAL)
4
01910/0006 179835.1
STATE OF CALIFORNIA)
)SS.
COUNTY OF LOS ANGELES)
ON D bG K ova 20 D % BEFORE ME,
ynct r G tck. � E r ( l , A NOTARY
PUBLIC, PERSONALLY APPEARED
F-7 rc- M . — ended . , 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.
4gfnmbal0n # 155759
(Notary Signature) H6knV PUl bk .- ccbtoir�c
los MgeW gointy.
q.VMV IN*" AMA ?oo.4
(NOTARY SEAL)
5
01910/0006 179835.1