Resolution No. 09861RESOLUTION NO. 9861
2
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
4 STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS
5 FOR PURCHASE OF REAL ESTATE AND ADDENDUM THERETO BY
AND BETWEEN THE CITY OF VERNON AND O.E. CLARK PAPER
6 BOX CO. AND THE OLIVER E. CLARK III AND JEAN A.
CLARK FAMILY TRUST FOR PROPERTY LOCATED AT 2716 AND
7 2724 LEONIS BOULEVARD IN THE CITY OF VERNON
8
9 WHEREAS, the City of Vernon desires to buy certain real
10 property in the City consisting of approximately 78,937 square feet of
11 industrial land located at 2716 and 2724 Leonis Boulevard in the City
12 of Vernon (the "Property"') for $4,000,000.00 for future development;
13 and
14 WHEREAS, the City has agreed to buy the Property from O.E.
15 Clark Paper Box Co. and Oliver E. Clark III and Jean A. Clark,
16 Trustees of the Oliver E. Clark III and Jean A. Clark Family Trust
17 (collectively "O.E. Clark") on negotiated terms, which the City has
18 determined to be fair and reasonable; and
19 WHEREAS, City staff have recommended that the Property be
20 purchased and the necessary documents executed to implement the
21 purchase.
22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
23 CITY OF VERNON AS FOLLOWS:
24 SECTION 1: The City Council of the City of Vernon hereby
25 finds and determines that the recitals contained hereinabove are true
26 and correct.
27 SECTION 2: The City Council of the City of Vernon hereby
28 approves the Standard Offer, Agreement and Escrow Instructions for
1 Purchase of Real Estate and Addendum to Standard Offer, Agreement and
2 Escrow Instructions for Purchase of Real Estate with O.E. Clark, a
3 copy of which� is attached hereto as Exhibit A and incorporated by
4 reference.
5 SECTION 3: The City Council of the City of Vernon hereby
6 authorizes the Mayor or Mayor Pro-Tem to execute the Agreement and
7 Addendum with O.E. Clark for, and on behalf of, the City of Vernon and
8 the City Clerk or Deputy City Clerk is hereby authorized to attest
9 thereto.
10 SECTION 4: The City Council of the City of Vernon hereby
11 directs the City Clerk, or her designee, to give one fully executed
12 Agreement and Addendum to:
13 Cushman & Wakefield
14 Attn. John McMillan, Executive Director
601 S. Figueroa Street, 47 th Floor
15 Los Angeles, CA 90017-5752
16
17 SECTION 5: The City Council of the City of Vernon hereby
18 authorizes the City Administrator, or his designee, to execute any and
ig all documents as shall be required to complete the purchase of the
20 Property and to accomplish the close of escrow consistent with the
21 terms of said Agreement and Addendum approved herein.
22
23
24
25
26
27
28
2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
SECTION 6: 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 23 d day of February, 2009.
ATTEST:
MANUELA GIRON, it Clerk
Name: Leonis C. Malburg
Title: Mayor / I -' P -' '- T -' ffi L
- 3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
ISTATE 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. 9861, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, February 23, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
kMANUELA GIR N, City Clerk
- 4 -
I A 411111
COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD OFFER, AGREEMENT AND ESCROW
INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non -Residential)
February 4, 2009
(Date for Reference Purposes)
1. Buyer
1.1 The City of Vernon or assignee ("Buyer") hereby offers to purchase the real property, hereinafter
described, from the owner thereof, 0. E. Clark Paper Box Co., a California corporation ("Paper Box"), and
Oliver E. Clark III and Jean A. Clark, Trustees of the Oliver E. Clark III and Jean A. Clark Family Trust dated
October 12, 1983 ("Clark Trust", and collectively with Paper Box, "Seller") (collectively, the "Parties" or
individually, a "Party"), through an escrow ("Escrow") to close on a date as is mutually agreed to by the
Parties in writing ("Closing Date"), which date shall be on or before thirty (30) days after the expiration of the
Contingency Period, as defined in Paragraph 7.2. 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").
1.2 The term "Date of Agreement" as used herein shall be the date when the fully executed Agreement
is delivered to Escrow Holder, evidencing the agreement between Buyer and Seller whereby Seller agrees to
sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties.
2. Property
2.1 The real property ("Property") that is the subject of this offer consists of approximately 78,937
square feet of industrial land in the City of Vernon, County of Los Angeles, State of California, and is located at
2716 and 2724 Leonis Boulevard in the City of Vernon, County of Los Angeles, State of California, currently
improved with buildings, and generally depicted in the drawing attached hereto as Exhibit "A".
2.2 Parcel A, owned by Paper Box, is located at 2716 Leonis Blvd., APN 6308-002-011 and Parcel B,
owned by the Clark Trust, is located at 2724 Leonis Blvd., APN 6308-002-010. Together, Parcel A and Parcel
B constitute the Property being purchased hereunder, and the purchase and sale of Parcel A is contingent on the
purchase and sale of Parcel B, and the purchase and sale of Parcel B is contingent on the purchase and sale of
Parcel A. The legal description of the Property shall be completed to meet the requirements of North American
Title ("Title Company"), which shall issue the title policy hereinafter described, and shall be subject to the
reasonable approval of both Buyer and Seller.
2.3 It is an express condition of the obligations of the Parties hereunder that, prior to the Closing, Parcel
A be a legal lot that complies with the terms of the Subdivision Map Act and Parcel B be a legal lot that
complies with the terms of the Subdivision Map Act.
3. Purchase Price
3.1 The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be Four
Million Dollars ($4,000,000), payable all cash at the Closing. The portion of the Purchase Price allocable to
Parcel A is $1,787,000 and the portion of the Purchase Price allocable to Parcel B is $2,213,000.
4. Deposit
4.1 Buyer shall deliver to Escrow Holder the sum of $100,000 (the "Deposit") and a copy of the
executed Agreement within three (3) business days after both Parties have executed this Agreement. The
Deposit shall be deposited into the Escrow Holder's trust account to be applied toward the Purchase Price of the
Property at the Closing, with the Deposit being allocated between Parcel A and Parcel B in accordance with
their respective portions of the Purchase Price (44.68% for Parcel A and 55.32% for Parcel B).,
4.2 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to Paragraph 4.1 in a
State or Federally chartered bank in an interest -bearing account whose term is appropriate and consistent with
the timing requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer, who
hereby acknowledges that there may be penalties or interest forfeitures if the applicable instrument is redeemed
prior to its specified maturity. Buyer's Federal Tax Identification Number is 95-6000808.
Initials PAGE
01910/0054 183775.3
'—Itial.
4.3 The Deposit shall remain refundable to Buyer should Buyer not proceed to Closing. The Deposit
shall apply to the Purchase Price at the Closing.
s. No Real Estate Brokers
5.1 Except for the Cushman & Wakefield of California, Inc., which has performed as broker in
connection with this transaction ("Broker"), neither Party is using a broker in this transaction, and each Party
represents and warrants to the other that, except for the Broker, neither has had any dealings with any person,
firm, broker or finder in connection with the negotiation of this Agreement or the consummation of the purchase
and sale contemplated herein, and no broker or other person, firm or entity, is entitled to any commission or
finder's fee in connection with this transaction as the result of any dealings or acts of such Party. Seller shall
compensate the Broker in accordance with the terms of a separate agreement, and agrees to indemnify, defend,
protect, and hold harmless the Buyer from any claims of a commission by the Broker. Except for the Broker,
Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and
against any costs, expenses or liability for compensation, commission or charges which may be claimed by any
other broker, finder or other similar party by reason of any dealings or act of the indemnifying Party. The
representations and indemnities set forth in the Paragraph 5. 1 shall survive the termination of this Agreement.
6. Escrow and Closing
6.1 Upon acceptance hereof by Seller, this Agreement, including the Exhibits and the Addendum
attached hereto, shall constitute not only the agreement of purchase. and sale between Buyer and Seller, but also
instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall
not prepare any further escrow instructions; Escrow Holder may, however, include its standard general escrow
provisions, provided that such provisions shall state that in the event of a conflict between the terms of the
standard provisions and this Agreement, the terms of this Agreement shall control.
6.2 As soon as practical after the receipt of this Agreement and the Addendum, Escrow Holder shall
ascertain the Date of Agreement as defined in Paragraph 1.2 and advise the Parties, in writing, of the date
ascertained. Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this
Agreement, applicable law and custom and practice of the community in which Escrow Holder is located,
including any reporting requirements of the Internal Revenue Code.
6.3 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow
(the "Closing") by recording a grant deed and the other documents required to be recorded, and by disbursing
the funds and documents in accordance with this Agreement.
6.4 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the
usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard
coverage owner's or joint protection policy of title insurance. Buyer shall pay for any charges for ALTA
extended coverage, and for any title endorsements that Buyer may request.
6.5 Escrow Holder shall verify that all "Contingencies" (as defined in Paragraph 7.1) have been
satisfied or waived prior to Closing.
6.6 If this transaction is tenninated for non -satisfaction and non -waiver of a Contingency, then neither of
the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach
of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be
promptly refunded all funds deposited by Buyer with Escrow Holder, less 50% of the Title Company and
Escrow Holder cancellation fees and costs (and Seller shall pay the remaining 50%).
6.7 The Closing shall occur on the Closing Date, or as soon thereafter as the Escrow is in condition for
Closing; provided, however, that if the Closing does not occur by 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.
6.8 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either
Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of
any breach or default that has occurred in the performance of the obligations, agreements, covenants or
warranties contained therein.
7. Contingencies to Closing
7.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the contingencies of
the Buyer set forth in Paragraph 7.2 and in Paragraph 23 of the Addendum (the "Buyer's Contingencies").
7.2 IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE APPROVAL
OF ANY OF BUYER'S CONTINGENCIES WITHIN THE TIME SPECIFIED THE REIN, IT SHALL
BE CONCLUSIVELY PRE, SUMED THAT BUYER HAS DISAPPROVED SUCH ITEM, MATTER OR
DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the
Initials PAGE
01910/0054 183775.3
Seller within the time specified therefor by the Buyer in such conditional approval or by this Agreement,
whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly
provide all parties) with copies of any written disapproval or conditional approval which it receives. Seller shall
deliver to Buyer all materials, documents, studies, and reports applicable to the Property, including those listed
below, within three (3) business days following the Date of Agreement. Buyer shall have 90 calendar days
from the Date of Agreement to approve or disapprove Buyer's Contingencies ("Contingency Period"). Further
details as to Buyer's Contingencies are set forth in Paragraph 23 of the Addendum and shall control over any
terms set forth in this pre-printed Agreement.
(a) Disclosure. Seller shall make all disclosures required by law. Seller shall provide Buyer with
a completed AIR Commercial Real Estate Association ("AIR") Property Information Sheet ("Property
Information Sheet") and the AIR "Seller's Mandatory Disclosure Statement" concerning the Property, duly
executed by or on behalf of Seller. Buyer shall approve or disapprove the matters disclosed.
(b) Physical Inspection. Buyer shall satisfy itself with regard to all physical aspects of the
Property (including, without limitation, environmental aspects of the Property, soils inspection, and survey).
(c) Conditions of Title. Escrow Holder shall cause a current preliminary title report ("Title
Report") concerning the Property issued by the Title Company, as well as legible copies of all documents
referred to in the Title Report ("Underlying Documents") to be delivered to Buyer. During the Due Diligence
Period, Buyer shall satisfy itself with regard to the condition of title. Seller shall have the obligation, at Seller's
expense, to satisfy and remove all monetary encumbrances at or before the Closing.
(d) Other Agreements. Seller shall provide Buyer with legible copies of all other agreements
("Other Agreements") known to Seller that will affect the Property after Closing.
(e) Personal Property. No personal property is included in this transaction.
(f) Destruction, Damage or Loss. Damage or destruction to the improvements on the Property
shall not affect the Purchase Price or the obligations of the Parties to proceed to the Closing.
(g) Seller Per
,formance. The delivery of all documents and the due perfonnance by Seller of each
and every undertaking and agreement to be performed by Seller under this Agreement.
(h) Warranties. Each representation and warranty of Seller herein be true and correct as of the
Closing. Escrow Holder shall assume that this condition has been satisfied unless notified to the contrary in
writing by any Party prior to the Closing.
7.3 All of the Buyer's Contingencies are for the benefit of, and may be waived by, Buyer. If any
Buyer's Contingency or any other matter subject to Buyer's approval is not approved (with silence constituting
disapproval) or waived by Buyer as provided for herein in a timely manner ("Disapproved Item"), Seller shall
have the right but not the obligation within 10 days following the receipt of notice of Buyer's disapproval or
deemed disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ("Seller's
Election"). Seller's failure to give to Buyer within such period, written notice. of Seller's conunitment to cure
such Disapproved Item on or before the Closing Date shall be conclusively presumed to be Seller's Election not
to cure such Disapproved Item. If Seller elects, either by written notice or failure to give written notice, not to
cure a Disapproved Item, Buyer shall have the election, within 10 days after Seller's Election to either accept
title to the Property subject to such Disapproved Item, or to terminate this transaction. Buyer's failure to notify
Seller in writing of Buyer's election to accept title to the Property subject to the Disapproved Item without
deduction or offset shall constitute Buyer's election to terminate this transaction. Unless the Pat -ties mutually
instruct otherwise, if the time periods for the satisfaction of contingencies or for Seller's and Buyer's said
Elections would expire on a date after the Closing Date, the Closing Date shall be deemed, extended for 3
business days following the expiration of: (a) the applicable contingency period(s), (b) the period within which
the Seller may elect to cure the Disapproved Item, or (c) if Seller elects not to cure, the period within which
Buyer may elect to proceed with this transaction, whichever is later.
8. Documents Required at or before Closing
8.1 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.
8.2 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) Other Agreements together with duly executed assignments thereof by Seller and Buyer.
(c) 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. If Seller does not provide such affidavit
in form reasonably satisfactory to the Escrow Holder at least 3 business days prior to the Closing, Escrow
Holder shall at the Closing deduct from Seller's proceeds and remit to Internal Revenue Service such sum as is
required by applicable Federal law with respect to purchases from foreign sellers.
(d) 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. If Seller does not provide
Initials
01910/0054 183775.3
3
PAGE
such affidavit in form reasonably satisfactory to Escrow Holder at least 3 business days prior to the Closing,
Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such
sum as is required by such statute.
(e) Evidence of Seller's authority to enter into this Agreement and perform according to its terms.
(f) Easements duly executed by Seller and Buyer.
8.3 Buyer shall deliver to Seller through escrow:
(a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under
this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other
method acceptable to Escrow Holder as immediately collectable funds, no later than 2:00 P.M. on the business
day prior to the Closing Date.
(b) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing
under any Other Agreements.
(c) Easements duly executed by Seller and.Buyer.
8.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA
extended, if elected pursuant to 7. 1 (g)) 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.
9. Prorations and Adjustments
9.1 Taxes. 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.
9.2 Post Closing Matters. Any item to be prorated that is not determined or determinable at the Closing
shall be promptly adjusted by the Parties by appropriate cash payment outside of the Escrow when the amount
due is determined.
lo. Representations and Warranties of Seller
lo.1 Seller's warranties and representations shall survive the Closing and shall not be merged into the
Grant Deed, and are true, material and relied upon by Buyer in all respects. Seller hereby makes the following
warr antics and representations to Buyer:
(a) Authority of Seller. Seller is the owner of the Property and has the full right, power and
authority to enter into this Agreement and the documents required hereby to be executed by Seller, and to sell,
convey and transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder.
(b) Company Actions. All requisite company action has been taken by Seller in connection with
the entering into this Agreement and the documents required hereby to be executed by Seller, and the
consummation of the transactions contemplated hereby.
(c) Signature Authority. The individuals executing this Agreement and the documents required
hereby to be executed by Seller on behalf of Seller have the legal power, right and actual authority to bind
Seller to the terms and conditions hereof and thereof.
(d) Binding Obligations. This Agreement and all documents required hereby to be executed by
Seller are and will be valid, legally binding obligations of and enforceable against Seller in accordance with
their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws
or equitable principles affecting or limiting the rights of contracting parties generally.
(a) Accuracy of Representations. Except for reports or documents prepared by third parties for the
benefit of Seller that are provided to Buyer (as to which Seller makes no representation or warranty as to
accuracy or completeness), no representation or warranty made by Seller in this Agreement or in any document
fumished or to be furnished to Buyer pursuant to this Agreement contains or will contain any untrue statement
of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts
Initials
01910/0054 183775.3
PAGE
contained therein not misleading. Except to the extent set forth in writing from Seller, Seller's representations
and warranties made in this Paragraph will be continuing and will be true and correct as of the Closing with the
same force and effect as if remade by Seller at that time.
(f) Hazardous SubstanceslStorage Tanks. Seller has no knowledge, except as otherwise disclosed
to Buyer in writing, of the existence or prior existence on the Property of any Hazardous Substance, nor of the
existence or prior existence of any above or below ground storage tank.
(g) Compliance. Seller has no knowledge of any aspect or condition of the Property which violates
applicable laws, rules, regulations, codes or covenants, conditions or restrictions, or that there is any unfulfilled
order or directive of any applicable governmental agency requiring any investigation or remediation be
performed on the Property.
(h) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any Other
Agreement, or create any new, or amend, modify or extend any existing, leases or Other Agreements affecting
the Property, without Buyer's written approval, which approval may be granted or denied in Buyer's sole and
absolute discretion.
(I) Possessory Rights. Seller will take possession of the Property, free of any rights of any other
party to possession.
(j) Mechanics' Liens. There are no unsatisfied mechanic's or materialman's lien rights concerning
the Property.
(k) Actions, Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings
pending or threatened before any commission, board, bureau, agency, arbitrator, court or tribunal that would
affect the Property or the right to occupy or utilize same.
(1) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or
probate proceeding.
11. Buyer's Entry
At any time prior to the Closing, Buyer, and its agents and representatives, shall have the right at reasonable
times upon reasonable advance notice to Seller (which notice shall be not less than 24 hours notice, and which
notice may be given by fax, email, or phone at the numbers set forth in the signature block below), to enter upon
the Property for the purpose of making inspections and tests specified in this Agreement, including such borings
and other physically invasive testing that may be required, provided, however, that Seller shall first be notified
of any borings or other invasive testing. Following any such entry or work, unless otherwise directed in writing
by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work. All such
inspections and tests and any other work conducted or materials furnished with respect to the Property by of for
Buyer shall be paid for by Buyer as and when due. Buyer shall indemnify, defend and hold harmless Seller, its
employees, officers, staff, agents and representatives, from and against any claims, causes of action, obligations,
liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of
or related to personal injury or property damage resulting from the exercise of Buyer's rights under this
Paragraph 11. Unless prohibited by consultants retained by Buyer, the results of all inspections and tests
conducted by or on behalf of Buyer shall be made available to Seller, and Buyer shall not charge Seller for such
reports, except to the extent a charge is imposed by the Buyer's consultant.
12. Further Documents and Assurances
The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably
required to place the Escrow in condition for Closing as and when required by this Agreement. The Parties
agree to provide all further information, and to execute and deliver all further documents, reasonably required
by Escrow Holder or the Title Company.
13. Attorneys' Fees
If any Party brings an action or proceeding (including arbitration) involving the Property whether founded
in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such
proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded
in the same suit or recovered in a separate suit. The term "Prevailing Party" shall include a Party who
substantially obtains or defeats the relief sought, as the case may be, by judgment or the abandonment by the
other Party of its claim or defense. The attorneys' fees award shall not be computed in accordance with any
court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.
14. Prior Agreements/Amendments
14A This Agreement sets forth the entire agreement between the Parties as to the matters set forth herein,
and supersedes and replaces any and all prior and contemporaneous negotiations, discussions, writings, letters,
or agreements, whether written or oral, between Seller and Buyer regarding the Property.
Initials PAGE
01910/0054 183775.3
Witials
1 1 4.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and
Seller.
15. Notices
15.1 Except as otherwise provided in Paragraph 11, whenever any Party or Escrow Holder shall desire to
give or serve any notice, demand, request, approval, disapproval or other communication, each such
communication shall be in writing and shall be delivered personally, by messenger or by mail, postage prepaid,
or nationally -recognized overnight courier, to the address set forth in this Agreement or by facsimile
transmission.
15.2 Service of any such communication shall be deemed made on the date of actual receipt or refusal to
accept delivery. Communications transmitted by facsimile transmission shall be deemed delivered upon
telephonic confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also
delivered via delivery or mail. If such communication is received on a Friday, Saturday, Sunday or legal
holiday, or after 5:00 p.m. (PT) it shall be deemed received on the next business day.
15.3 Any Party hereto may from time to time, by notice in writing, designate a different address to which,
or a different person or additional persons to whom, all communications are thereafter to be made.
16. Duration of Offer
16.1 If this offer is not accepted by Seller on or before 5:00 P.M. according to the time standard
applicable to the City of Vernon, California on February 11, 2009, it shall be deemed automatically revoked.
16.2 The acceptance of this offer, or of any subsequent counter offer hereto, that creates an agreement
between the Parties as described in Paragraph 1.2, shall be deemed made upon delivery to the other Party herein
of a duly executed writing unconditionally accepting the last outstanding offer or counteroffer.
17. LIQUIDATED DAMAGES (This Liquidated Damages paragraph is applicable only if initialed by
both parties.)
THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO
FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE
SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES
PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL
BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY FOR BUYER'S BREACH OF THIS
AGREEME ' NT (ALL OTHER RIGHTS AND REMEDIES BEING WAIVED HEREBY; WITHOUT
LIMITING THE FORE, GOING, SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL
CODE SECTION 3389) TO LIQUIDATED DAMAGES IN THE AMOUNT OF $200,000. UPON PAYMENT
OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO
SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE
PAID BY SELLER. ,
a F e--.- __ -
Buyer's Initials Seller's Initials
Selle—rMnitials
18. Miscellaneous
18.1 Binding Effect. This Agreement shall be binding on the Parties.
18.2 Applicable Law. This Agreement shall be governed by the laws of the state of Califq ) mia.
18.3 Time of Essence. Time is of the essence of this Agreement.
18.4 Counterparts. 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.
18.5 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or
handwritten provisions shall be controlled by the typewritten.or handwritten provisions.
18.6 Survival. The provisions of this Agreement and the Addendum shall survive the Closing.
19. Construction of Agreement
Initials PAGE
01910/0054 183775.3
In construing this Agreement, all headings and titles are for the convenience of the parties only and shall
not be considered a part of this Agreement. Whenever required by the context, the singular shall include the
plural and vice versa. Each reference to Seller shall mean and include both Paper Box and the Clark Trust.
Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean
and refer to calendar days. Business days shall not include Fridays or holidays. This Agreement shall not be
construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both
parties had prepared it.
20. Additional Provisions and Exhibits
Additional provisions of this Agreement are attached hereto by an addendum (the "Addendum") consisting of
Paragraphs 21 through 27.
Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on
the terms and conditions therein specified. Seller acknowledges receipt of a copy hereof and has delivered a
signed copy to Buyer. The undersigned Buyer offers and agrees to buy the Property on the terms and conditions
stated and acknowledges receipt of a copy hereof.
BUYER:
City of Vernon
By:
Leonis C. Malburg, Mayor
Attest:
Manuela Giron, City Clerk
Approved As to Form
By:
Jeff A. Harrison, City Attorney
Dated:
Address: 4305 Santa Fe Avenue
Vernon, CA 90058
Telephone: 323-583-8811
Fax: 323-826-1438
Federal ID No.: 95-6000808
Initials PAGE
01910/0054 183775.3
SELLER:
0. E. Clark Paper Box Co., a California corporation
By: Oliver E. Clark III
Its: President
FDated: 6/--
Federal ID. No. 95-1/52307'7
Dated: ;�'-4 -' / 0 7
Address: 16601 Carousel Lane, Huntington Beach,
CA 92649
Telephone: (714) 840-8078
Fax: (714) 840-8078
Email: solrpwd@aol.com
Oliver E. Clark III and Jean A. Clark Family Trust
dated October 12, 1983
Bv: f�5
Oliver E. Clark 111, Trustee
B
lark:Tr—Ustee
Dated:
Federal ID. No. 5-'(6-50-7720
Dated: "I e'l- —
Address: 16601 'Carousel Lane, Huntington Beach,
CA 92649
Telephone: (714) 840-8078
Fax: (714) 840-8078
Email: solrpwd@aol.com
Initials PAGE
01910/0054 183775.3
Addendum to Standard Offer, Agreement
And Escrow Instructions for Purchase of Real Estate
Buyer: City of Vernon
Seller: O.E. Clark Paper Box Co. and Oliver E. Clark III and Jean
A. Clark Family Trust
Property: 2716 Leonis Blvd. and 2724 Leonis Blvd., Vernon,
California
Dated: February 4, 2009 (for reference purposes only)
In the event of a conflict between the terms of the Standard Offer,
Agreement and Escrow Instructions (the "Pre -Printed Fornf'), and this
Addendum (the "Addendum7'), the terms of the Addendum shall control.
Any initially capitalized term used in this Addendum that is not defined
herein shall have the meaning ascribed to such term in the Pre -Printed Form.
Collectively, the Pre -Printed Form and this Addendum are referred to as the
"Agreement."
21. No Seller's Reports. Seller represents and warrants to Buyer that
Seller does not have any analyses, tests, reports, or studies relating to the
condition of the Property. Buyer agrees that Buyer is relying solely on its
own inspections and tests regarding the Property.
22. Buyer's Due Diligence. Upon mutual execution of theAgreement,
Buyer and its agents shall have access to the Property to allow for necessary
inspections and testing, provided that Buyer shall abide by the provisions of
Paragraph 11 of the Pre -Printed Form, including the 24 hour advance notice
provisions set forth therein. Buyer shall have the right to undertake, during
the Contingency Period, a Phase II environmental study of the Property,
including, without limitation, any borings or other invasive studies required
to complete the Phase 11 study. All reports, studies, and analyses (including,
without limitation, any Phase I or Phase 11 Environmental Study) that Buyer
desires to obtain in connection with its due diligence shall be obtained at the
sole cost and expense of Buyer. If the Buyer does not purchase the Property,
and if (a) the consultants preparing the reports allow Buyer to deliver them
to the Seller, and (b) the consultants do not charge an extra fee for permitting
Buyer to deliver the reports to Seller (or Seller pays the additional fee), then
Buyer shall provide copies of all data, documents, reports and information
obtained by Buyer or its consultants with respect to the Property to Seller
reasonably promptly after receipt of same. All of such reports shall be
1
01910/0054 183788.3
delivered to Seller solely as a courtesy, and without representation or
warranty of any kind by Buyer, and Seller acknowledges and agrees that
Buyer has no liability whatsoever for the content, -scope, accuracy, or
completeness of such reports, whether prepared by outside consultants or
employees of the City of Vernon (including its departmental agencies and
inspectors). If a consultant does not allow the Buyer to deliver a copy of its
report to the Seller, Buyer shall not be in breach of this Agreement.
23. Continizencies. Buyer shall have the time period set forth in
Paragraph 7.2 of the Pre -Printed Form as the Contingency Period to
determine, in its sole discretion, whether it is satisfied with all aspects of the
Property and the transaction, including, without limitation, those Buyer's
Contingencies set forth in Paragraph 7 of the Pre -Printed Form and all other
matters related to the Property, including economic analyses, issues related
to Hazardous Substances, condition of the Property (including soil
compaction, environmental condition, physical inspection of the building),
title and survey, fitness for a particular use, marketability, prospects for
future development, use, or occupancy, and any other matter related to
Buyer's use of the Property. Notwithstanding anything to the contrary in
Paragraph 7.2 of the Pre -Printed Form, Buyer and Seller acknowledge that
Buyer may, in its sole and absolute discretion, determine, during the
Contingency Period, that there are issues related to the condition of the
Property, such as marketability or prospects for future development or
existence of Hazardous Substances on the Property, that are not subject to
cure by Seller, and that Buyer may, upon timely and proper written notice to
Seller, terminate this Agreement. If Buyer should timely and properly
terminate the Agreement, Buyer shall obtain a full refund of its Deposit, less
payment of all title and escrow costs. If Buyer elects to proceed to the
Closing, Buyer releases Seller from any obligations regarding the condition
of any improvements on the Property, including, without limitation, any
seismic conditions, roof conditions, or other defects or structural issues.
24. Role of City Health and Environmental Control Department (the
"Health Department"). It is understood that nothing in this Agreement
affects or limits the City Health Department's responsibilities in the
administration of local, state and federal law with respect to remediation of
the Property, if such remediation is required by law. Seller agrees that
neither Buyer's relationship to, the City Health Department or anything
required of Seller by the City Health Department in carrying out its
responsibilities under the law, shall excuse Seller's obligations under this
2
01910/0054 183788.3
Agreement. It is further understood that Buyer's approval of any
contingency relative to the condition of the Property only includes approval
by the Buyer (City of Vernon), and does not necessarily constitute approval
by the Health Department.
25. ' Seller's Obligations. Seller shall not solicit or accept offers for the
purchase or lease of,the Property, on any terms, from prospective buyers or
tenants unless this Agreement has been terminated; provided, however, that
Seller may continue to market the Property (keeping "For Sale" signs on the
Property and continuing to list the Property in the Multiple Listing Service)
until the Contingencies have been waived. Without the prior written consent
of Buyer, Seller shall not modify or extend any existing lease or other
contract related to or affecting the Property unless this Agreement has been
terminated.
26. 1031 Exchange. Each Party may, at its option, use this transaction for
an I.R.S. Section 1031 exchange. Buyer and Seller will cooperate with each
other in this regard to the best of each Party's ability, and at no expense to
the other Party.
27. City Council Approval. This Agreement is subject to the approval of
the City of Vernon City Council, and shall not be executed by the Buyer
until so approved.
Executed as of the date first above written.
SELLER:
0. E. Clark Paper Box Co.
By: Oliver E. Clark III
Its: President
SIGNATURES CONTINUED ON NEXT PAGE
9-1
01910/0054 183788.3
SELLER:
Oliver E. Clark III and Jean A. Clark Family
Trust dated October 12, 1983
By:
�� ��� 1 -7
Oliver E. Clark III, Trustee
A. Clark Trustee
City of Vernon
BY:
Leonis C. Malburg, Mayor
Attest:
Manuela Giron, City Clerk
Approved As to Form:
By:
Jeff A. Harrison, City Attorney
PADOCS\101 I 1\101 I 1-96320�07\AGRT10452DO
El
01910/0054 183788.3
_& Aaw'A'
COPY
OFFICE OF THE CITY ATTORNEY
Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811 Fax (323) 826-1438
February 23, 2009
Mr. John McMillan
Executive Director
Cushman & Wakefield of California, Inc.
601 S. Figueroa St., 47 th Floor
Los Angeles, CA 90017-5752
Re: 2716 & 2724 Leonis Boulevard, City of Vernon - Purchase
Contract
Dear John:
Enclosed please find one fully executed original Standard Offer,
Agreement and Escrow Instructions for Purchase of Real Estate
and Addendum regarding the above -referenced property.
Thank you for your courtesy and cooperation regarding this
matter.
Very truly yours,
Ji-e Y�A. Harrison
City Attorney
j 1
Enclosure
cc: Ms. Nelly Giron, City Clerk - Resolution No. 9861
(w/original signed agreement and addendum)
E_-�cfusivefy Industria(
COMAMRCIAL REAL ESTATE ASSOCIATION
STANDARD OFFER, AGREEMENT AND ESCROW
INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
(Non -Residential)
February 4, 2009
(Date for Reference Purposes)
1. Buyer
1.1 The City of Vernon or assignee ("Buyer") hereby offers to purchase the real property, hereinafter
described, from the owner thereof, 0. E. Clark Paper Box Co., a California corporation ("Paper Box"), and
Oliver E. Clark III and Jean A. Clark, Trustees of the Oliver E. Clark III and Jean A. Clark Family Trust dated
October 12, 1983 ("Clark Trust", and collectively with Paper Box, "Seller") (collectively, the "Parties" or
individually, a "Party"), through an escrow ("Escrow") to close on a date as is mutually agreed to by the
Parties in writing ("Closing Date"), which date shall be on or before thirty (30) days after the expiration of the
Contingency Period, as defined in Paragraph 7.2. 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").
1.2 The term "Date of Agreement" as used herein shall be the date when the fully executed Agreement
is delivered to Escrow Holder, evidencing the agreement between Buyer and Seller whereby Seller agrees to
sell, and Buyer agrees to purchase, the Property upon terms accepted by both Parties.
2. Property
2.1 The real property ("Property") that is the subject of this offer consists of approximately 78,937
square feet of industrial land in the City of Vernon, County of Los Angeles, State of California, and is located at
2716 and 2724 Leonis Boulevard in the City of Vernon, County of Los Angeles, State of California, currently
improved with buildings, and generally depicted in the drawing attached hereto as Exhibit "A".
2.2 Parcel A, owned by Paper Box, is located at 2716 Leonis Blvd., APN 6308-002-011 and Parcel B,
owned by the Clark Trust, is located at 2724 Leonis Blvd., APN 6308-002-010. Together, Parcel A and Parcel
B constitute the Property being purchased hereunder, and the purchase and sale of Parcel A is contingent on the
purchase and sale of Parcel B, and the purchase and sale of Parcel B is contingent on the purchase and sale of
Parcel A. The legal description of the Property shall be completed to meet the requirements of North American
Title ("Title Company"), which shall issue the title policy hereinafter described, and shall be subject to the
reasonable approval of both Buyer and Seller.
2.3 It is an express condition of the obligations of the Parties hereunder that, prior to the Closing, Parcel
A be a legal lot that complies with the terms of the Subdivision Map Act and Parcel B be a legal lot that
complies with the terms of the Subdivision Map Act.
3. Purchase Price
3.1 The purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be Four
Million Dollars ($4,000,000), payable all cash at the Closing. The portion of the Purchase Price allocable to
Parcel A is $1,787,000 and the portion of the Purchase Price allocable to Parcel B is $2,213,000.
4. Deposit
4.1 Buyer shall deliver to Escrow Holder the sum of $100,000 (the "Deposit") and a copy of the
executed Agreement within three (3) business days after both Parties have executed this Agreement. The
Deposit shall be deposited into the Escrow Holder's trust account to be applied toward the Purchase Price of the
Property at the Closing, with the Deposit being allocated between Parcel A and Parcel B in accordance with
their respective portions of the Purchase Price (44.68% for Parcel A and 55.32% for Parcel B).
4.2 Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to Paragraph 4.1 in a
State or Federally chartered bank in an interest -bearing account whose term is appropriate and consistent with
the timing requirements of this transaction. The interest therefrom shall accrue to the benefit of Buyer, who
hereby acknowledges that there may be penalties or interest forfeitures if the applicable instrument is redeemed
prior to its specified maturity. Buyer's Federal Tax Identification Number is 95-6000808.
Initials
01910/0054 183775.3
6 Fj!�q
_1V
PAGE 1-1-ff�lls
4.3 The Deposit shall remain refundable to Buyer should Buyer not proceed to Closing. The Deposit
shall apply to the Purchase Price at the Closing.
5. No Real Estate Brokers
5.1 Except for the Cushman & Wakefield of California, Inc., which has performed as broker in
connection with this transaction ("Broker"), neither Party is using a broker in this transaction, and each Party
represents and warrants to the other that, except for the Broker, neither has had any dealings with any person,
firm, broker or finder in connection with the negotiation of this Agreement or the consummation of the purchase
and sale contemplated herein, and no broker or other person, firm or entity, is entitled to any corninission or
finder's fee in connection with this transaction as the result of any dealings or acts of such Party. Seller shall
compensate the Broker in accordance with the terms of a separate agreement, and agrees to indemnify, defend,
protect, and hold harmless the Buyer from any claims of a commission by the Broker. Except for the Broker,
Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and
against any costs, expenses or liability for compensation, commission or charges which may be claimed by any
other broker, finder or other similar party by reason of any dealings or act of the indemnifying Party. The
representations and indemnities set forth in the Paragraph 5.1 shall survive the termination of this Agreement.
6. Escrow and Closing
6.1 Upon acceptance hereof by Seller, this Agreement, including the Exhibits and the Addendum
attached hereto, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also
instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall
not prepare any further escrow instructions; Escrow Holder may, however, include its standard general escrow
provisions, provided that such provisions shall state that in the event of a conflict between the terms of the
standard provisions and this Agreement, the terms of this Agreement shall control.
6.2 As soon as practical after the receipt of this Agreement and the Addendum, Escrow Holder shall
ascertain the Date of Agreement as defined in Paragraph 1.2 and advise the Parties, in writing, of the date
ascertained. Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this
Agreement, applicable law and custom and practice of the community in which Escrow Holder is located,
including any reporting requirements of the Internal Revenue Code.
6.3 Subject to satisfaction of the contingencies herein described, Escrow Holder shall close this escrow
(the "Closing") by recording a grant deed and the other documents required to be recorded, and by disbursing
the funds and documents in accordance with this Agreement.
6.4 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the
usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard
coverage owner's or joint protection policy of title insurance. Buyer shall pay for any charges for ALTA
extended coverage, and for any title endorsements that Buyer may request.
6.5 Escrow Holder shall verify that all "Contingencies" (as defined in Paragraph 7.1) have been
satisfied or waived prior to Closing.
6.6 If this transaction is terminated for non -satisfaction and non -waiver of a Contingency, then neither of
the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of a breach
of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be
promptly refunded all funds deposited by Buyer with Escrow Holder, less 50% of the Title Company and
Escrow Holder cancellation fees and costs (and Seller shall pay the remaining 50%).
6.7 The Closing shall occur on the Closing Date, or as soon thereafter as the Escrow is in condition for
Closing; provided, however, that if the Closing does not occur by 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.
6.8 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either
Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of
any breach or default that has occurred in the perforniance of the obligations, agreements, covenants or
warranties contained therein.
7. Contingencies to Closing
7.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the contingencies of
the Buyer set forth in Paragraph 7.2 and in Paragraph 23 of the Addendum (the "Buyer's Contingencies").
7.2 IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE APPROVAL
OF ANY OF BUYER'S CONTINGENCIES WITHIN THE TIMIE SPECIFIED THEREIN, IT SHALL
BE CONCLUSIVELY PRESUMED THAT BUYER HAS DISAPPROVED SUCH ITEM, MATTER OR
DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the
2
Initials PAGE
01910/0054 183775.3
Seller within the time specified therefor by the Buyer in such conditional approval or by this Agreement,
whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly
provide all parties with copies of any written disapproval or conditional approval which it receives. Seller shall
deliver to Buyer all materials, documents, studies, and reports applicable to the Property, including those listed
below, within three (3) business days following the Date of Agreement. Buyer shall have 90 calendar days
from the Date of Agreement to approve or disapprove Buyer's Contingencies ("Contingency Period"). Further
details as to Buyer's Contingencies are set forth in Paragraph 23 of the Addendum and shall control over any
terms set forth in this pre-printed Agreement.
(a) Disclosure. Seller shall make all disclosures required by law. Seller shall provide Buyer with
a completed AIR Commercial Real Estate Association ("AIR") Property Information Sheet ("Property
Information Sheet") and the AIR "Seller's Mandatory Disclosure Statement" concerning the Property, duly
executed by or on behalf of Seller. Buyer shall approve or disapprove the matters disclosed.
(b) Physical Inspection. Buyer shall satisfy itself with regard to all physical aspects of the
Property (including, without limitation, environmental aspects of the Property, soils inspection, and survey).
(c) Conditions of Title. Escrow Holder shall cause a current preliminary title report ("Title
Report") concerning the Property issued by the Title Company, as well as legible copies of all documents
referred to in the Title Report ("Underlying Documents") to be delivered to Buyer. During the Due Diligence
Period, Buyer shall satisfy itself with regard to the condition of title. Seller shall have the obligation, at Seller's
expense, to satisfy and remove all monetary encumbrances at or before the Closing.
(d) Other Agreements. Seller shall provide Buyer with legible copies of all other agreements
("Other Agreements") known to Seller that will affect the Property after Closing.
(e) Personal Property. No personal property is included in this transaction.
(f) Destruction, Damage or Loss. Damage or destruction to the improvements on the Property
shall not affect the Purchase Price or the obligations of the Parties to proceed to the Closing.
(g) Seller Performance. The delivery of all documents and the due performance by Seller of each
and every undertaking and agreement to be performed by Seller under this Agreement.
(h) Warranties. Each representation and warranty of Seller herein be true and correct as of the
Closing. Escrow Holder shall assume that this condition has been satisfied unless notified to the contrary in
writing by any Party prior to the Closing.
7.3 All of the Buyer's Contingencies are for the benefit of, and may be waived by, Buyer. If any
Buyer's Contingency or any other matter subject to Buyer's approval is not approved (with silence constituting
disapproval) or waived by Buyer as provided for herein in a timely manner ("Disapproved Item"), Seller shall
have the right but not the obligation within 10 days following the receipt of notice of Buyer's disapproval or
deemed disapproval to elect to cure such Disapproved Item prior to the Expected Closing Date ("Seller's
Election"). Seller's failure to give to Buyer within such period, written notice of Seller's commitment to cure
such Disapproved Item on or before the Closing Date shall be conclusively presumed to be Seller's Election not
to cure such Disapproved Item. If Seller elects, either by written notice or failure to give written notice, not to
cure a Disapproved Item, Buyer shall have the election, within 10 days after Seller's Election to either accept
title to the Property subject to such Disapproved Item, or to terminate this transaction. Buyer's failure to notify
Seller in writing of Buyer's election to accept title to the Property subject to the Disapproved Item without
deduction or offset shall constitute Buyer's election to terminate this transaction. Unless the Parties mutually
instruct otherwise, if the time periods for the satisfaction of contingencies or for Seller's and Buyer's said
Elections would expire on a date after the Closing Date, the Closing Date shall be deemed extended for 3
business days following the expiration of: (a) the applicable contingency period(s), (b) the period within which
the Seller may elect to cure the Disapproved Item, or (c) if Seller elects not to cure, the period within which
Buyer may elect to proceed with this transaction, whichever is later.
8. Documents Required at or before Closing
8.1 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.
8.2 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) Other Agreements together with duly executed assignments thereof by Seller and Buyer.
(c) 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. If Seller does not provide such affidavit
in form reasonably satisfactory to the Escrow Holder at least 3 business days prior to the Closing, Escrow
Holder shall at the Closing deduct from Seller's proceeds and remit to Internal Revenue Service such sum as is
required by applicable Federal law with respect to purchases from foreign sellers.
(d) 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. If Seller does not provide
1W, 3
Initials PAGE
01910/0054 183775.3
such affidavit in form reasonably satisfactory to Escrow Holder at least 3 business days prior to the.Closing,
Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such
sum as is required by such statute.
(e) Evidence of Seller's authority to enter into this Agreement and perform according to its terms.
(f) Easements duly executed by Seller and Buyer.
8.3 Buyer shall deliver to Seller through escrow:
(a) The cash portion of the Purchase Price and such additional sums as are required of Buyer under
this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other
method acceptable to Escrow Holder as immediately collectable funds, no later than 2:00 P.M. on the business
day prior to the Closing Date.
(b) Assumptions duly executed by Buyer of the obligations of Seller that accrue after Closing
under any Other Agreements.
(c) Easements duly executed by Seller and Buyer.
8.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA
extended, if elected pursuant to 7. 1 (g)) 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.
9. Prorations and Adjustments
9.1 Taxes. 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.
9.2 Post Closing Matters. Any item to be prorated that is not detennined or determinable at the Closing
shall be promptly adjusted by the Parties by appropriate cash payment outside of the Escrow when the amount
due is determined.
lo. Representations and Warranties of Seller
lo.1 Seller's warranties and representations shall survive the Closing and shall not be merged into the
Grant Deed, and are true, material and relied upon by Buyer in all respects. Seller hereby makes the following
warranties and representations to Buyer:
(a) Authority of Seller. Seller is the owner of the Property and has the full right, power and
authority to enter into this Agreement and the documents required hereby to be executed by Seller, and to sell,
convey and transfer the Property to Buyer as provided herein, and to perform Seller's obligations hereunder.
(b) Company Actions. All requisite company action has been taken by Seller in connection with
the entering into this Agreement and the documents required hereby to be executed by Seller, and the
consummation of the transactions contemplated hereby.
(c) Signature Authority. The individuals executing this Agreement and the documents required
hereby to be executed by Seller on behalf of Seller have the legal power, light and actual authority to bind
Seller to the terms and conditions hereof and thereof.
(d) Binding Obligations. This Agreement and all documents required hereby to be executed by
Seller are and will be valid, legally binding obligations of and enforceable against Seller in accordance with
their terins, subject only to applicable bankruptcy, insolvency, reorganization, moratorium laws or similar laws
or equitable principles affecting or limiting the fights of contracting parties generally.
(e) Accuracy of Representations. Except for reports or documents prepared by third parties for the
benefit of Seller that are provided to Buyer (as to which Seller makes no representation or warranty as to
accuracy or completeness), no representation or warranty made by Seller in this Agreement or in any document
furnished or to be furnished to Buyer pursuant to this Agreement contains or will contain any untrue statement
of a material fact, or ornits or will omit to state a material fact necessary to make the statements or facts
Ail% 4
Initials PAGE
itials
01910/0054 183775.3
contained therein not misleading. Except to the extent set forth in writing from Seller, Seller's representations
and warranties made in this Paragraph will be continuing and will be true and correct as of the Closing with the
same force and effect as if remade by Seller at that time.
(f) Hazardous SubstanceslStorage Tanks. Seller has no knowledge, except as otherwise disclosed
to Buyer in writing, of the existence or prior existence on the Property of any Hazardous Substance, nor of the
existence or prior existence of any above or below ground storage tank.
(g) Compliance. Seller has no knowledge of any aspect or condition of the Property which violates
applicable laws, rules, regulations, codes or covenants, conditions or restrictions, or that there is any unfulfilled
order or directive of any applicable governmental agency requiring any investigation or remediation be
performed on the Property.
(h) Changes in Agreements. Prior to the Closing, Seller will not violate or modify any Other
Agreement, or create any new, or amend, modify or extend any existing, leases or Other Agreements affecting
the Property, without Buyer's written approval, which approval may be granted or denied in Buyer's sole and
absolute discretion.
(i) Possessory Rights. Seller will take possession of the Property, free of any rights of any other
party to possession.
(j) Mechanics' Liens. There are no unsatisfied mechanic's or materialman's lien rights concerning
the Property.
(k) Actions, Suits or Proceedings. Seller has no knowledge of any actions, suits or proceedings
pending or threatened before any comr-nission, board, bureau, agency, arbitrator, court or tribunal that would
affect the Property or the right to occupy or utilize same.
(1) No Seller Bankruptcy Proceedings. Seller is not the subject of a bankruptcy, insolvency or
probate proceeding.
11. Buyer's Entry
At any time prior to the Closing, Buyer, and its agents and representatives, shall have the right at reasonable
times upon reasonable advance notice to Seller (which notice shall be not less than 24 hours notice, and which
notice may be given by fax, email, or phone at the numbers set forth in the signature block below), to enter upon
the Property for the purpose of making inspections and tests specified in this Agreement, including such borings
and other physically invasive testing that may be required, provided, however, that Seller shall first be notified
of any borings or other invasive testing. Following any such entry or work, unless otherwise directed in writing
by Seller, Buyer shall return the Property to the condition it was in prior to such entry or work. All such
inspections and tests and any other work conducted or materials furnished with respect to the Property by or for
Buyer shall be paid for by Buyer as and when due. Buyer shall indemnify, defend and hold harmless Seller, its
employees, officers, staff, agents and representatives, from and against any claims, causes of action, obligations,
liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of
or related to personal injury or property damage resulting from the exercise of Buyer's rights under this
Paragraph 11. Unless prohibited by consultants retained by Buyer, the results of all inspections and tests
conducted by or on behalf of Buyer shall be made available to Seller, and Buyer shall not charge Seller for such
reports, except to the extent a charge is imposed by the Buyer's consultant.
12. Further Documents and Assurances
The Parties shall each, diligently and in good faith, undertake all actions and procedures reasonably
required to place the Escrow in condition for Closing as and when required by this Agreement. The Parties
agree to provide all further information, and to execute and deliver all further documents, reasonably required
by Escrow Holder or the Title Company.
13. Attorneys' Fees
If any Party brings an action or proceeding (including arbitration) involving the Property whether founded
in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such
proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded
in the same suit or recovered in a separate suit. The term "Prevailing Party" shall include a Party who
substantially obtains or defeats the relief sought, as the case may be, by judgment or the abandonment by the
other Party of its claim or defense. The attorneys' fees award shall not be computed in accordance with any
court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred.
14. Prior Agreements/Amendments
14.1 This Agreement sets forth the entire agreement between the Parties as to the matters set forth herein,
and supersedes and replaces any and all prior and contemporaneous negotiations, discussions, writings, letters,
or agreements, whether written or oral, between Seller and Buyer regarding the Property.
5
Initials PAGE als
01910/0054 183775.3
14.2 Amendments to this Agreement are effective only if made in writing and executed by Buyer and
Seller.
15. Notices
15.1 Except as otherwise provided in Paragraph 11, whenever any Party or Escrow Holder shall desire to
give or serve any notice, demand, request, approval, disapproval or other communication, each such
communication shall be in writing and shall be delivered personally, by messenger or by mail, postage prepaid,
or nationally -recognized overnight courier, to the address set forth in this Agreement or by facsimile
transmission.
15.2 Service of any such communication shall be deemed made on the date of actual receipt or refusal to
accept delivery. Communications transmitted by facsimile transmission shall be deemed delivered upon
telephonic confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also
delivered via delivery or mail. If such communication is received on a Friday, Saturday, Sunday or legal
holiday, or after 5:00 p.m. (PT) it shall be deemed received on the next business day.
15.3 Any Party hereto may from time to time, by notice in writing, designate a different address to which,
or a different person or additional persons to whom, all communications are thereafter to be made.
16. Duration of Offer
16.1 If this offer is not accepted by Seller on or before 5:00 P.M. according to the time standard
applicable to the City of Vernon, California on February 11, 2009, it shall be deemed automatically revoked.
16.2 The acceptance of this offer, or of any subsequent counter offer hereto, that creates an agreement
between the Parties as described in Paragraph 1.2, shall be deemed made upon delivery to the other Party herein
of a duly executed writing unconditionally accepting the last outstanding offer or counteroffer.
17. LIQUIDATED DAMAGES (This Liquidated Damages paragraph is applicable only if initialed by
both parties.)
THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO
FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ' ACTUAL DAMAGES WHICH WOULD BE
SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES
PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES TIES AGREEMENT, SELLER SHALL
BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY FOR BUYER'S BREACH OF THIS
AGREEMENT (ALL OTHER RIGHTS AND REMEDIES BEING WAIVED HEREBY; WITHOUT
LIMITING THE FOREGOING, SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL
CODE SECTION 3389) TO LIQUIDATED DAMAGES IN THE AMOUNT OF $200,000. UPON PAYMENT
OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY, FURTHER LIABILITY TO
SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COM[PANY CHARGES SHALL BE
PAID BY SELLER.
I-01le" 110 1��7 C_
Buyer's Initials Seller's Initials
1/11`__"`\'1Z_____.,
Seller's IniWW
18. Miscellaneous
18.1 Binding Effect. This Agreement shall be binding on the Parties.
18.2 Applicable Law. This Agreement shall be governed by the laws of the state of California.
18.3 Time of Essence. Time is of the essence of this Agreement.
18.4 Counterparts. 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.
18.5 Conflict. Any conflict between the printed provisions of this Agreement and the typewritten or
handwritten provisions shall be controlled by the typewritten or handwritten provisions.
18.6 Survival. The provisions of this Agreement and the Addendum shall survive the Closing.
19. Construction of Agreement
1w, 6
Initials PAGE �als
01910/0054 183775.3
In construing this Agreement, all headings and titles are for the convenience of the parties only and shall
not be considered a part of this Agreement. Whenever required by the context, the singular shall include the
plural and vice versa. Each reference to Seller shall mean and include both Paper Box and the Clark Trust.
Unless otherwise specifically indicated to the contrary, the word "days" as used in this Agreement shall mean
and refer to calendar days. Business days shall not include Fridays or holidays. This Agreement shall not be
construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both
parties had prepared it.
20. Additional Provisions and Exhibits
Additional provisions of this Agreement are attached hereto by an addendum (the "Addendum") consisting of
Paragraphs 21 through 27.
Seller accepts the foregoing offer to purchase the Property and hereby agrees to sell the Property to Buyer on
the terms and conditions therein specified. Seller acknowledges receipt of a copy hereof and has delivered a
signed copy to Buyer. The undersigned Buyer offers and agrees to buy the Property on the terms and conditions
stated and acknowledges receipt of a copy hereof.
R."10",
City of Vernon
By:
Leonis C. Malburg, Mayor
t:
Manuela Giron, City lerk
d As t
Approve.Vo
By:
Jeff s City Attome,
y.
Dated:
Address: 430� Santa Fe Avenue
Vernon, CA 90058
Telephone: 323-583-8811
Fax: 323-826-1438
Federal ID No.: 95-6000808
7
Initials PAGE
01910/0054 183775.3
Addendum to Standard Offer, Agreement
And Escrow Instructions for Purchase of Real Estate
Buyer: City of Vernon
Seller: O.E. Clark Paper Box Co. and Oliver E. Clark III and Jean
A. Clark Family Trust
Property: 2716 Leonis Blvd. and 2724 Leonis Blvd., Vernon,
California
Dated: February 4, 2009 (for reference purposes only)
In the event of a conflict between the terms of the Standard Offer,
Agreement and Escrow Instructions (the "Pre -Printed Form") and this
Addendum (the "Addendum"), the terms of the Addendum shall control.
Any initially capitalized term used in this Addendum that is not defined
herein shall have the meaning ascribed to such term in the Pre -Printed Form.
Collectively, the Pre -Printed Forin. and this Addendum are referred to as the
"Agreement."
21. No Seller's Reports. Seller represents and warrants to Buyer that
Seller does not have any analyses, tests, reports, or studies relating to the
condition of the Property. Buyer agrees that Buyer is relying solely on its
own inspections and tests regarding the Property.
22. Buyer's Due Diligence. Upon mutual execution of the Agreement,
Buyer and its agents shall have access to the Property to allow for necessary
inspections and testing, provided that Buyer shall abide by the provisions of
Paragraph 11 of the Pre -Printed Form, including the 24 hour advance notice
provisions set forth therein. Buyer shall have the r ight to undertake, during
the Contingency Period, a Phase 11 environmental study of the Property,
including, without limitation, any borings or other invasive studies required
to complete the Phase 11 study. All reports, studies, and analyses (including,
without limitation, any Phase I or Phase 11 Environmental Study) that Buyer
desires to obtain in connection with its due diligence shall be obtained at the
sole cost and expense of Buyer. If the Buyer does not purchase the Property,
and if (a) the consultants preparing the reports allow Buyer to deliver them
to the Seller, and (b) the consultants do not charge an extra fee for permitting
Buyer to deliver the reports to Seller (or Seller pays the additional fee), then
Buyer shall provide copies of all data, documents, reports and information
obtained by Buyer or its consultants with respect to the Property to Seller
reasonably promptly after receipt of same. All of such reports shall be
1
01910/0054 183788.3
delivered to Seller solely as a courtesy, and without representation or
warranty of any kind by Buyer, and Seller acknowledges and agrees that
Buyer has no liability whatsoever for the content, scope, accuracy, or
completeness of such reports, whether prepared by outside consultants or
employees of the City of Vernon (including its departmental agencies and
inspectors). If a consultant does not allow the Buyer to deliver a copy of its
report to the Seller, Buyer shall not be in breach of this Agreement.
23. Contingencies. Buyer shall have the time period set forth in
Paragraph 7.2 of the Pre -Printed Form as the Contingency Period to
determine, in its sole discretion, whether it is satisfied with all aspects of the
Property and the transaction, including, without limitation, those Buyer's
Contingencies set forth in Paragraph 7 of the Pre -Printed Form and all other
matters related to the Property, including economic analyses, issues related
to Hazardous Substances, condition of the Property (including soil
compaction, environmental condition, physical inspection of the building),
title and survey, fitness for a particular use, marketability, prospects for
future development, use, or occupancy, and any other matter related to
Buyer's use of the Property. Notwithstanding anything to the contrary in
Paragraph 7.2 of the Pre -Printed Form, Buyer and Seller acknowledge that
Buyer may, in its sole and absolute discretion, determine, during the
Contingency Period, that there are issues related to the condition of the
Property, such as marketability or prospects for future development or
existence of Hazardous Substances on the Property, that are not subject to
cure by Seller, and that Buyer may, upon timely and proper written notice to
Seller, terminate this Agreement. If Buyer should timely and properly
terminate the Agreement, Buyer shall obtain a full refund of its Deposit, less
payment of all title and escrow costs. If Buyer elects to proceed to the
Closing, Buyer releases Seller from any obligations regarding the condition
of any improvements on the Property, including, without limitation, any
seismic conditions, roof conditions, or other defects or structural issues.
24. Role of City Health and Environmental Control Department (the
"Health Department"). It is understood that nothing in this Agreement
affects or limits the City Health Department's responsibilities in the
administration of local, state and federal law with respect to remediation of
the Property, if such remediation is required by law. Seller agrees that
neither Buyer's relationship to the City Health Department or anything
required of Seller by the City Health Department in carrying out its
responsibilities under the law, shall excuse Seller's obligations under this
2
01910/0054 183788.3
Agreement. It is further understood that Buyer's approval of any
contingency relative to the condition of the Property only includes approval
by the Buyer (City of Vernon), and does not necessarily constitute approval
by the Health Department.
25. Seller's Obligations. Seller shall not solicit or accept offers for the
purchase or lease of the Property, on any terms, from prospective buyers or
tenants unless this Agreement has been terminated; provided, however, that
Seller may continue to market the Property (keeping "For Sale" signs on the
Property and continuing to list the Property in the Multiple Listing Service)
until the Contingencies have been waived. Without the prior written consent
of Buyer, Seller shall not modify or extend any existing lease or other
contract related to or affecting the Property unless this Agreement has been
terminated.
26. 1031 Exchange. Each Party may, at its option, use this transaction for
an I.R.S. Section 1031 exchange. Buyer and Seller will cooperate with each
other in this regard to the best of each Party's ability, and at no expense to
the other Party.
27. City Council Approval. This Agreement is subject to the approval of
the City of Vernon City Council, and shall not be executed by the Buyer
until so approved.
Executed as of the date first above written.
SELLER:
0. E. Clark Paper Box Co.
4Y
By: Oliver E. Clark III
Its: President
SIGNATURES CONTINUED ON NEXT PAGE
3
01910/0054 183788.3
SELLER:
Oliver E. Clark III and Jean A. Clark Family
Trust dated October 12, 1983
By: -
Oliver E. Clark 111, Trustee
,7n Je
Clark, Trustee
BUYER:
City of Vemon
By:
Leonis Malburg, T�Iayor
Atlest:
AuA'u-Lto A'��
"Manuela Giron, Cit� Clerk
Approved As to Form:
By:
Jeff A' arris , VCity Attcmey
P:\DOCS\10111\1011196320 057\AGR\FI0452.DO
11
01910/0054 183788.3
April 7, 2009
I Jit- Amba'.,
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
VIA FEDERAL EXPRESS
Ms. Tina DeBow
Senior Advisory Escrow Officer
North American Title Company
101 N. Brand Blvd., Suite 1800
Glendale, CA 91203
Re: O.E. Clark - 2716 Leonis Blvd., Vernon, California
Escrow No. 907609-TD
O.E. Clark - 2724 Leonis Blvd., Vernon, California
Escrow No. 907638-TD
Owens -Brockway - 5120 S. Soto St., Vernon, California
Escrow No. 233571-TD
Dear Tina:
Enclosed please find the signed original Property Information
Sheet,.Seller's Mandatory Disclosure Statement and Commercial
Property Earthquake Disclosure Report for their respective
escrows.
If you have any questions, please do not hesitate to contact me.
Sincere
Je A
C il '�' t
arrison
rney
JH: j 1
Enclosures
cc: Nelly Giron, City Clerk (Resolution Nos. 9861 and 9897)
E_-�cfusivefy Industfiaf
PROPERTY.INFORMA*nON SHEET
AIR Commerclof Real Estate Aswomon
MEWEI.
ftmMK7*am, I Is MGT it www1v Oslo Am =old WA*ft.G1 WA T"Pop...A. W. hmew 6dowwo.ow WPWO a"
"Pftnw wpom" wili olwpAi;� wh4 wmmt* inow uh*
AM=
TOWMIUMMAYCONCEFft
puplowwooll coom" W4" bivior 0*1-awom" 41 ty. i7_,;'tm &!c .he acut ODA som strwm
.1mmialdbowwof.
C&AWY Of. A'4§162 COW,
VAN
By4m . cm
tv L
qp of any hoe" 004W dd"M!A IM PM04 pr W9 kw-vwwa
matme hAft* =1vom " madbopf" wm&-7 ftw. exec thir -4cLltA&w3
Wto, ". rtv;�g�= - p—mwdb*" - 04 -S*t.rA L.-_
14
A-.*vAw. hu-no 6*0 IwAftdg. tW via Nmft vw�"D, or W,* W-M, VRWmfq.. boft dwm, omvko am "Muig
§Pbnw# I's Ulpk Vdcc* m**W" wq44-M. OAMI-9 an As Jh�y as 0 ft dab hav"A if w% afm rML ut ovd
M310Y. "Mpt for d"
iPvc tv b� .06100!t_.ft� th
*w*ftQ*k*' djw W.4*04;60 avomAK" 4iofw hor"pok.amorm av*q*mmi
Is bo4kh"m WAhrm P-mw. maw nVab
9. &A C'midi"ra. Dow hill P. "'w opphg, dft,%AA4*. 4"' 1 a w4v;or OW .6thor
Wrcglpmbwm, W-qn gotom m no alloiii4ow" "Nodal- 1411w.
%WrWflj.jfW 1K' PWOYMP IW-d W#010�1i* UMVW oft* on Oppmgtole Mmo L3wm
13whakowftwyobm.(3obokwW.t3mkwejmK[3
mmoma'"WODwr tbo h"*-ry zb Ale mold Av Llmd.*A Vtiho.'Uk'mti'L!L%Y owxvi�w.
ftm.180 to vxAvolform W% -Noma,%
41' C—p*M"vMbLmwj' OWW too 06 **M1 k"i'd4' Q"%V P5094 Ar**vUWA d(Vw Pm4mfvwft 0*4w oPPIMbra lbwli, 9"
vpftlm
-06" W 41 -V U*WM v4der -a tra"n. IM.. aW @X&BW V4M"M
f
M04 1 wlj�. .Wfgqwm ow, m� mv;wmg ww WoNot.
4xaw for thy vari-Aft .-d6wribat 14-tho pir
V. Kwudgm# sibbomovs mo ubm
A' OW- NO Av "94 I-44fttfldr " PA*m%ww.hw%41W bwN jlftd um $watt* duo*� Who pW ""M O"d
qrbwp* oftitd mim.no Wrft Cal tho RuAw. or of dop &'jmA ma*wo on go p"" of saftwAk Wmbm- O"Wroa; pwo or bw
".Wd-A. in's 4.�-.Vhwa wors WON 4LW".Cd OuVM'ck ukv- mmA*t& O.t. Rftk Mdw iwijod 14.Fbdw*,.s%k a
(OW PNWdek *MkWkA. MftWb9W OF t=CVW VP PMWW* r*W" 1p*XM W& at *W#wd, axwo or 011ie on ro upwpmm w1u.
"M'P , tho"" _d&o*k'W' All t1W1VArdWM"Md'ML4 &dtM&MMlL iM W I '— & �. ___ — .
"ZaNAI.x r4. U�ft " III&". 94kitlaxilfta
ffw Tolow 414 that., $A tho nmrmAj. eftw"'Ge
PAGE 9 W 2
G�bM -AIMMUMUM" RW 89YATZ 498MATION FORM "we
t4t�wbn h.wanpw IA the bwnm* GMSWP ww1h add Om"r.
AWW h0gr&W dbmC,
4% owniv. h" !woof kmm*dW% 6* WWO" oWw P?*o*ormwt"* w,* W&W;I�ja wimo &*
Wk.
ar,roftwww, wwo offl-W maw "Wamuft -Wwp� om-2mot—on
boo —41
L ftwoMMUM
010 bg Mold.an load.
MA mbkmkn Mkvd omwnmmu kaw 88w,W or-bAWink* MW wm�A Wm thu wclpgfIy cr gm.
ofewwaran aww of pm", am"* 04" we fjjba;@mpt[omwft NONE�# %Wm. flxo!OPL fa
UIL.
OWRN;hwww
"k* reaww" PMOO&O Wt" WW "MWX*,AMd4OA LIM Ind cp� al . #0 A-WWW,
wo-O &"Pam wftwom-x Ad the vilcom" am sau !gt**Mmt.
-ftm."Mh 9*001. Of Ow I'MINW-1W WO W MONOW �D 0* d
*V-Dft Ito PMPW4% W-0 pruwa
" IIO� 1110- tIl—m W—Irl
*0000 oldkpf�. umt *04,# V-*';
IK GIhiw. Ok va to p*pAmbd uW awa wip F*.4ddW"A$ omw %&M ON TAI #ka*" wAlm,"y a,& 44
nw AbAsPADWR *"a VAO be Mw" %0.0 owwm 4" gmem Th-mftm O*m. umftr The cl"mem:
dw P-o", TO W =ImKjwQh w4darvaft�am prMw& lwfiwxwmnt.
s.-rj.
UAV ALL IM AWM STAIUBWO,
O*t '.09
AiAI&IMER
olwo qpmv�w CP Mao
PAW 2 AW 2
-JUlt 00M.UNCIALAVAL EMU ASS%Kn" r.GR* plaLwx
SELLE" MANDATORY DISCLOSURE STATEMENT
(Rdquwby-18w on Ininaeark M.
1)6 Norusk Tk1s.F6R44. WITH Aii�Ro
rO TH-6-SALE OF RESIDEN71AL PROPURMS
AIR Commercial Nal Eotate AssIklatl6n
Ir" dw"ufd Tww"Ient.le I'MMOO b be a par( of PC M.8TAW0AR0:0FM� f0WXAWW AND PC WML 014-FORK
W, FCw 4(m. POKW
LIP FAAL I!GTA'M ifte wMP.Mob a U61 1w wo *0mon
X W--
Wid of. va &A soft
ow.;P —wo *pi�7ww—p* I
on is,
wo"W (� bar w vw Wqkr
*09uld. �Wwowwft 4IKAdKk&i--Ib *-PON _4w.saff
.1d91p "-*r Oa4a*11. NO,. Aid
ik Lin -..a ft , 46d - - cahswNi- WI*h hike Warf W*Dvkd 6r A178 AA I.i. KNI AM
Ur * A*" Nuturil flaord
Ptopwty.
ATWA prawfim. . Ws M-Mjtw, �ft
a *L*-3pa9. 1% DOW Of MPAit "WAffid WM%� (90NIFIA4 POOIIt" N,-'S gad 10.. *10.111ft ft~ ki 1110
v6V-*Ik1d.1 "d OWN D vW UThOConwituralal Pfbp"W Wmeft MtWkv to eAfth"U da%W4
13 0. Owmplw — Wcwxe Malwont wAhM Va "sNianbo 01'a ptoresdorW conotAbOnI. (GowwIds pahqrvo(s I Sh"ush 12 and
1, EARDINAKE'FAWT ZOMM Ifft P W*M' dtb&AW SUPWaske faul.lzm to "POW mum"B" ftPoftlawy
f4mov &we W#mg on ow"sWAO wagmt b==W*0V*.1z ;= I- —Avw -;QWtW Mood lb *aM- U-.AWO-. Wft
t-A W1, QW.W. pw* -M--w ow. 4w .4 4,4 Z*Ziip Ihn wom"yo padvida 60'WV4rpd t* 1W ft*WW 4 New W"
bab*jmdw ffiF(gd*w4
4=1WQftMXh&ZWW in 1��OWM'W*WK ft�W Wh1MWt(ft?ffiwdftI HO XOP"IV
b4w. 0444. bi pmw. .00 it OW ar-liv. OuninwpdW FMWW W PjAbpWA aebt. jdw �Pobfkn ptA"d W ft.GvGW*
I F41
4. hntPAWE0T" 11 IkPlApho j&"WdwA%v-&A*r0AadS" map prap"%1004
C4ww-uwwuNr4,qf AM", C016mU FvW HubsuM Coft-J41W-mead*s Out prWpwilva pUmhusm be 2&A&W IW ft Fft*a* is
lamw WWAD 0. %Wwo -w4ho. " onw -q�bw-k"AW Mo. s4ft. mov wwu& Nu
wwwWt=*K 4W
WWII, ow r4wUMT100of ArAw W*AW .'fft bw, M" if HF*v www*Om a .0 "*WWu Corig
A FIMF.KrAwl it ftvft� U kpWlod YAM Ain wwd&WW4Wvvg 6Vsrj.-Hh NILW 'Awmen
I ffi Fh'Hft4W UMAV nt id ad ' I
OD& IM 178 (4 gg's" Isu marast" *kk wow"* povd*". Ow Fhopi*10 WAW YAM wh % zwe And*Wihw
mv ba 46*4 0 vaous ftFr**WK *gwn -4w mrainftwN*4�1 Aniw Fw%*k, in =Wbnm W01. SLLR low. boy" Is "Iy
LnWad Wet WO " Is. E3 W Is Ad OWNP wdft*roftdVwV Rgh Pki WzW118vaftWis
9 thuP?q)hrty Is tWisd sighimodayes oCpWwFW MwdN In ft aw".01AW folipw of a dam he'
v*4 d pou" kwft
I MbWWARPAREM bd bytho
FQOWX 200,01il" Mwvww** Agww�. Fbio-A Ww-- k 42: V-3,0. swk MAW=. P.jwm, se., it
In,—,
Q . lind'd w"*'dW4r400F6ftxI ?%WR-W And
UPH -AIR.COMWAI&AL REAL, 96TAYS AXMIA'TiCh FORM aMIY-3-7)PW
.8 FLOOD PISMITERINSURAMOff PrOW ml#f, A"Mm"
Prm*v* 'MW 40mozo . .
WW49:dAAVW1W WQ� =%0U&)W41M4,WAk Bus 1w va"4"Pol
V4M M*U&ft OWIW*M*n OWWOVift k"iWJilW.IM4 0. ISOM
DW 151140kV 4..ftMmW dalv�'by 0 ftW igs�riffikr, 00 pul%1046 tW bi &Wwd Ill ftkf�� #�m FoiftVacyoristrim. for diollis l"if
. No 13 im twit w IrItz owilwo.
P?4W'g SUM *mwlauxisWWA4 �M bon Ope"d. FA#.kW Apeff"11*1 0* vOled, rmOw ba lm*ko�i
I WATMRSAYMBRACM
go ftmqftd tK*ft *mop" mft.r.4FmMmftW- Mor Itwe po IN bw WAU4
All pRa3man OF ACLO. 9 ire. aw. or *n&w. or. wupf.w kmwo;af ow.jwumktp at mid V" off" wa pqwq am
G"Stlil pm.M4ft aparva 11PORr pami v 8ft C-04m P511% va ac% uRn#MU 00 pmpmWn
PMmors br.
fAilia lh-w4i �r' cm�% tRw in #"no Is Jw&lw*lr**d ftd ft wWwt*W ftn 13 ar Mm r4 0 bm at It*
tt "nT LOWURAWK In Ift wmnl daws-ft 21PNOWA WD06M.Millimp kWmft*v4twdAAVA Bum fc.
avo* ww 16 WAwPUMM4 lw* InkarANW. ant In *man%—vft Wwrilp-04 cm# iuoY-A ig *4Aw aw ttlu�,Ai
TICM JMV BE PIRIMA15=1
WM4 Tw CLOW ()F 1.
�N fK-PROWW BASIS Ad A N tjR
. MIREO FWMLftVbPVMWWMr.E4WbUL04EOIFTAINWWGADMYO-Etig aWW
. it Oti-01
PL6W NCM'
Whkifiah,ilon nowNMO In or Michell to Oft 0WAW.&MwWmW b befty" lvl;jm swirift-us of Iltv dals W If *W-pop&W, ft apokatO
A" trio * -amW mu*. In W*;o ft Pra".b SoWtW nmi hiK* aAabtiMl ia� kft&d twmg Vi
TOO dascrWMAL awfi0mg wftn Is* 00" 4 , Wmw* pawspM-wo ital WAndod tx- bib fiat and gwmM* dkwA~ or -all vi. m.
possibb mmk4on ta ow a" u,ndw *'** "orly. li* " aitutt Mal Oft OXU'Mtm irl"Ge apt " NOIiOrly I& 60410101� kv ime crr
rmm.of thk tooduaw.". awir Ii so*oict to
"Win "P"kawftWlt VOMIDW andkmAftAP* *kvVMpW--Q(PdM ftllj."0144
Lknow an repmMicam -or rimammmumlan a mftw 4y Vm Aut-Ggmmwcm PW *DO"-A.m2*d*W or hr my orckor as to ft I&AW
3 -,al' Au.
uo cAs Pi
MaYME, Mm"1071% afammaritKiPw Inwimarym virift W call ta nVA6.3ma ym
mullildliq gp%U AstacUlIdA, 110WOM strim.-Sillm ANAMAngrAw. CA -Scum
7^*Untyo. miumm. folt maw 01;" mr4mv,
PAG91 Of- 2
9M -AN COMMEMIAL RSAt R"ATS AMCtArAft
PROPERTY INFORMATION SHEET
(Nonaftsldentlai)
AIR COMmercial Real Estate Assoclat-
PREFACE- ion
Purpose: �hls Statement Is NOT a warranty as
the Potential buyer/jes4eis wth" tol�heactua[condlflono
Important lhforrnaf i6haboutthe P f 'he PrP'rlY/PtemISes. Thb.ourpoSe is, instead, to Provide the brokers and
th Owner is required by roperty/Pre
Ae law; disclose. mises which iSrcurrentl
y In the actual knowle
Ctual Knowledge: For purposes of this Statement the phrase wrier and WhIch
informail dge of the 0
on and circumstances so 'actual knowledge' means: the awareness of a fact
as to cause I One to believe rthat-a certain situation or condi y r_ , , or the awareness Of sufficient
Ilion PrObab exists.,
TO WHOM IT MAY CONCERN:
a cal e
known by the street address of 2716 1—— IL Cor
LoS An26123
...........
generally described as (desc
ribe briefly the nature of I a Prom-
buildin,4 ated on 11505 Or Property) 4
-10 C I h
(h.,oln after -p._.partn'
116 WIffia. hot. -
Material Physical Ciefoo owl
truct�os thereon, InclUdIno. but . nnt
I
("Ownue), owns� the PrOPerty/Premlses commonly
located In the City of
.......... County ot,
lifornia and
Xi..i� Aa 'A,;,
has no actual knowledge of any material physical defects in the property or any,imprOvements and
rPOf, except (If there are no exceptions write
.n "NONE-):
A. Owner has no actual knowledge that the heating, Ventilating, air conditioning, plumbi.no, loading doors; electrical and lighting
systems, life safety systems, 'curtlY systems. and mechanIcA equipment existing on the Property as o
I SL
operafirg.order and condition, except (if t . here are no f the date hereof, lf:any, are not'
exceptions Write "NONE"): In good
B� Owner has no actual knowledge of any leases, financing a
is being included with the P greements, liens or other ag�Pemenlp. affecting any equipment wh
roPerty, except (if there. are no exceptions Mt
a "NONE"): Ich
3. Sbil Conditions, 0
grading,,drainage Wrier has. no actuaf knowledge that the p
or soil problem roperty has any slippingi sildi I ng. seffling, flooding,
s, except (if there are no exceptions write I.NONEP): /0, ponding or any other
4. Utllltlils�Owner represents and warrants that the
sewer system and the cost of Installation thereof has been fully I
telephone, and EJ other:
is served by the fojIO'Zqd utilities
1 5. Insurance. owner has no actual know'
there, are no exceptions WWO "NONE-T I ledge of any insurance claims filed regarding the
------------
natural
3 years, except �ff
mPoance Wit L --------------
1h a*s- Owner has go actual knowledge of any aspect or cot
regulations, codes, Orcovenants, cond iditloh
required, Or of any unfulfilled ItiOns or ieskrilotioris, or of of the Property which violate$ applicable laws, ru,
Improvements or alterations made to the Property Without a ,
order or directive of any applicable 90VOhim . les,
investigation, remedlation, repair, maintenance or Im ent agency. or of any casualty insu Permit Where one was
PrOvement is to be performed o the Pro Orly, except (it ther' rance company 'that any work of
p a are no exceptions write "NONE`)-
7. Hazardous Substiinces and Mold.
A. Owner has no actual knowledge of the Property ever haAng been used a
any above or below ground storage tanks on the property, s a waste dump, of the past or present existence of
hazardous, toxI& or Infectious substa or Of the current existence on the Property of asbestos, transform ers . containing PC13-
rice Whose nature and/or quantity Of existence, use, manufacture or effect, render It s or any
local regulation, Investigation, remedlatloh or retnoval as Potentially In)udous t Subject to Federal, state or
"NONET 0 public health or Welfare, except (it th
.............. ere are no �axCePtions �wdte
(g�2 600) - AIR COMMERCIAL RE . AL ESTATE ASSOdIATl()N PAGE 1 OF 2
FORM 1`1-5�6/078
B. Owner represents and warrants that it Is not currently, end never has been engqge�d in the business Suing waste, and never
stored hazardous substances on the Property. except (if there are no exceptions write "NONE'T /V r—
C. Owner has no actual knowledge Of the existence on the Property of hazardous
levels of any mold or fungi defined as toxic under
applicable state or Federal law, except (if there are no exceptions write "NONE'):
0 X/ r
8, Fire Damage. Owner hia!; no actual knowledge of any structure an the Property having suffered material fire dam 0, except
no exceptions write 'NONE"):, a, (If there ard
9. Actions, Suits or Proceedings. Owner has no actual knowledge that any actionsi suite or proceedings are pending or threatened before
any court, a . rbitradon t I ribunal, govemmental department, co . mmission, . board, bureau, agency or instrumentality that would affect the Property or the
right or ability of an owner or tenant to convey, occupy or utilize the Property, except (if there, are no,exceptions write "NONE'): /Y
10. bovernmental Proceedings. Owner has no actual knowle
redevelop dge of any existing or contemplated condemnationi environmental, zoning,
. me.nt agency plan or other land use regulation Proceedings which could detrimentally affect the value, use.and operation of the property,
except (If there are no exceptions write 'NONE"):
I I - Unrecorded Title Matters. Owner has no actual knowled I ge of any encumbrances, covenants, conditions, restrictions, easements.
licenses, liens, charges or other matters which affect the title o
If the Property that are not recorded In the offidial records of the county recorder where
the Property Is located, except (if there are no exceptions w6te "NONE"):
&e /V
12. Leases. Owner has no actual knowledge Of I any leases, subleases or other tenancy agreements affecting the Property, except (if there
are no exceptions, write "NONE"):
13.Options. Owner has no actual knowledge of any options to purchase, rights of first refusal, rights of first offer or other similar agreements
affecting the Property, except (if there are no exceptions write "NONE"):
14. Other, (it V411 be presumed that them are no additio
nal items which warrant disclosure Unless they are set forth herein):
The statements herel III be relied upon by brokers,
nd modified this
Property Manatier has revIeWed"aw , buyers, lessees, lenders and others. Therefore, Owner and/or the Owner's
PrIlIt0d.statament as necessary to accurately and'COM
facts concerning the Property. To the extent such, modification plete)ly state all the known material
however, shall not tellave a buyer or,le I . a are not made, this statement they be relled upon,as
fss6e of responsibility for Independent investigation of prIntd& This statement,
In writing, all appropriate, parties of any material changes which may. occur In the statements the.Property. Owner agrees to promptly notify,
signed unt Il It
1 0010 the Property Is transferred, or the'lease is executed, contained herein from the date this: statement is
Date.
Mkic "OWNER,,
0-111 in.date of execution)
O-E._C1ark,P.aner.B6X Co,e �a c0ifornia
dorporatioti
By.— ell
Name Printed: 104(41
Title: C7
Name Frint�ed:
Title:
Buyerilessee hereby acknowledges receipt of a copy of this PropertY,information Sheet on
By: a- (11-7,-
-4F 4
Namd P
Title:. ITY 14 KAI C 'T'
NOTICE: These forms are often modified to meet ch I anging requirements of law and Industry needs. Always write or call to make sure you
ate utilizing the most current form: AIR Commercial Real Estate Association, 800.W 6th Street, Suite 800, Los Angelesj CA 90017.
Telephone No. (213) 687-8777, FaX No.: (213) 687-8616.
PAGE 2 OF 2
0200 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
FORM P14-6107E
f
L
SELLEWS MANDATORY DISCLOSURE STATEMENT
(Required, by lawo'n transactions
involving non-residentlal properties In California)
DO NOT USE THIS FORM WITH REGARD
TO THE SALE OF RESIDENTIAL PROPERTIES
AIR Commercial Real Estate Association
This disclosure statement is intended to be a part of the D STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE
OF REAL ESTATE (See paragraph 91(a) of said document) or S Commercial Real Estatp Association Standard
(the "Purchase Agreoment") dated February 4, 2009 regarding that certa I In real property commonly
known as: 2716 Leonis Boulevard, Vernon, CA 90058
(the "Property") wherein
O.E. Clark Paper Box Co., a California corporation
istheSollerandThe City of Vernon is the Buyer. Note: This disclosure statement Is not designed not intended to be Used
In place of the standard Property Information Sheet Fu-bligheAy the AIR Commercial Real Esate Association ("AIR"). Both documents should be used
in every transaction involving a sale.
In order to comply with State law concerning disclosures to a potential pyrchaser, Seller elects to:
0 A. Utilize a report prepared by A professional consultant whic I h has ' been approval by the AIR, i.e. First American Natural Hazard
Disclosures, (800) 527-0027, or JCP Property Disclosure, Reports, (800) 748-5233. A copyof their report Is attached hereto. (Complete paragraph
8. 9, and 10 add sign this statement In the piece provided.)
11 B. Utilize a report prepared by
A copy of their report is attached hereto. (Complete paragraphs 8, 9 add 10, sign this Statement in the
place provided, and attach a copy ofThe Commercial Property Owner's Guide to Earthquake Safety.)
0 C. Complete this Disclosure Statement without the assistance of a professional consultant. (Complete paragraph$ I through 12 and
sign this Statement In the place provided. Remember to attach a Copy of The Commercial Property Owner's Guide to Earthquake Safety.)
1. EARTHQUAKE FAULT ZONES. If the Property Is located within adellnoated Earthquake Fault Zone, (a zone that encompasses a potentially
or recently active trace of an earthquake fault that Is deemed by the State Geologist to constitute a potential hazard to structures from surface faulting
or fault creep), California Public Resources Code §2621 at seq. mandates that prospective purchasers be advised that the Property is located within
such's Zone, and that its development may require a geologic report from a state registered geologist. In accordance with such law, Buyer is hereby
Informed that the Property Is 0 orls not 0 within a delineated Earthquake Fault Zone.
2. SEISMIC HAZA13D ZONES. If the Property is located within a Seismic Hazard Zone as delineated on a map prepared by the California
Division of Mines and Geology,.California public Resources Code §2690, at seq. mandates, that prospective purchasers be advised that the Property is
located within such a Zone, In accordance with such law, Buyer is hereby informed that the Property 16 El or Is not 13 within a Seismic Hazard Zone.
1 EARTHQUAKE SAFETY, If (1) the improvements on the P . ropqrty were constructed prior to :1976,,and (2) said Improvern I ude
erits ricl
structures with (1) pre -cast (e,g., tilt -up) concrete or reinforced masonry wells together with wood frame floors or roofs or (it) unreinforced masonrywalls,
Buyer must be provided Wth a copy of The Commercial., Property Owner's ..Guide to Earthquake Safety (the , 'Booklet") published by the California
Seismic Safety Commission. Buyer Is hereby Informed that the.Property:
0 (a) meets the foregoing requirements, and a ropy of the Booklet and a completed "Commercial Property Earthquake Weakness Disclosure
Report" Is attached hereto. Within five business days of Buyees receipt of said Disdowre Report, Buyer shall deliver a duly countersigned copy of the
same to Escrow Holder, with a copy to Seller and sellers Broker. Escrow Holder Is hereby instructed that the Escrow shall not close unless and until
Escrow Holder has received the.DiSclosuro Report duly signed by both Sellerand Buyer.
13 (b) does not meet the,foregoing requirements r1equidng the delivery of the Booklet.
4. FIRE PROTECTION. If the Property Is located within a designated State Responsibility Area as delineated on a map prepared by the
California Department of Forestry, California Publi , c Resources Code §4136 mandates that prospective purchasers be. advised that the Property is
located within � a wildland, step which may contain sub5tarillal forest fire risks and hazarcls, that the Slats may not be responsible to provide fire
protection services, And that the Property may be subject to the requirements of Public Resources Code §4291 which requires the period io removal of
brush. the maintenande.of firebreaks, and other similar activities. In accordance with, such law, Buyer Is hereby informed that the Property is 0 or is
not El within a designated State Responsibility Area.
5. FIRE HAZARD. If the Property Is located within an area designated as a Very High Fire Hazard Severity Zone pursuant. to Government
Code §61178 at seq, §51183.5 mandates that prospective purchasers be advised that the Property Is Iodated within such a zone and that the Properly
may be subject to various maintenance, design add/or construction requirements and/or restrictions. In accordance.with such law, Buyer is. hereby
informed that the Property is E3 . or is not El within a designated Very High Fire Hazard Severity Zone.
�6. AREA OF POTENTIAL FLOODING. If the Property is located within an area of potential flooding in the event of the failure of a dam as
shown on an inundation map designated pursuant to Goverriment Code §0589;5, §6589.4 mandates that prospective purchasers b . a a6lseal t the
Property Is located Within such an area. In accordance with suc I h law, Buyer is hereby Informed that the Property is 0 or Is not 11 within a designated
area of potential flooding.
7, FLOOD HAZARD AREAS, If the Property is located within 4 designated Federal Flood Hazard Area as delineated on a map prepared by the
Federal Emergency Management Agency, Federal law, le. 42 U;S;C. §4104a, mandates that prospective purchasers be advised that the Property is
INITIALS PAGE I OF 2
019911 - AIR commERCIAL RE . AL ESTATE ASSOCIATION FORM SIVID-3-710SE
located within an area having special flood hazards and that flood insurance may be required as a condition to obtaining financing. In accordance with
such law, Buyer Is hereby informed that the Property is 0 or Is not 0 within 6 designated Federal Flood Hazard A . rea,
& FLOOD DISASTER. INSURANCE. IftheSellaror
and said assistance was conditioned uponobtaining and mah
prospective purchasers be advised that they will,be required It
the Propertyls thereafter damaged by aflood disaster, the
proVided. Buyer Is heraby.frifo I rmed that to the best of the 8,
has
d In
9. WATER HEATER BIRAOING� If the Property contains o . no or more water heaters, 8 1 eller i I a required by California Health and Safety Code
§19211 tocertify to the Buyer that, all such water,hqaters have been braqqd, strapped and I /or anchored in.accordance with law. Buyer Is hereby advised
that the required bracing, strapping and/or anchors have [Tor have riot A been installed.
10. PRESENCE OF MOLD. If, the seller or transferor of property, knows of the. presence.of Mold that off ects the prope , rty and the mold either
exceeds permissible exposure limits or poses a health threat then Health and Safety Code,§26140, at seq. mandates that prospective purchasers be
advised In writing of such mold. In accordance with such law, Buyer Is hereb . y Informed that the undersigned does 0 or does not.' know of the
p I resence of such mold effectirig the Property.
11. TITLE INSURANCE, In the event that the Purchase Agreement does.not at present provide that title insurance will be obtal ad, Buy
n er is
strongly urged to consider purchasing such Insurance, and, in accordance with California Civil Code §1057.6, Is advised as follows:
IMPORTANT: IN A PURCHASE OR 5XCHANGEOF REAL PROPERTY. IT MAY BE ADVISABLE TO OBTAIN TITLP INSHRAwnr- IN (`.0NNPrTI()M
12, OTHER.
PLEASE NOTE:
While the information contained in or attached to this Disclosure Statement is believed to be accurate as ofthe date that it was prepared, theapplIcable
laws and the areas covered by the various natural hazard zones, etc. can -change from time to time. Prior to the close of escrow, Buyer may Wish to
again check the status of the Property. Also, the city and/or county In which the Property is located May have established natural hazard zones in
addition to those listed above. Buyer is advised to check with the appropriate local agency or agencies,
The descriptions contained within the above disclosure paragraphs are not Intended to be full and c omplato dissertations of all of the
possible ramifications to ther Buyer andfor The Property. In the event that this document Indicates that the Property Is affected by on$ror
6ore of the disclosures, Buyer Is advised to:
1. Review the applicable Iowa In their entirety.
2. Seek advice of counsel as to the legal consequences of the Items disclosed.
3. Retain appropriate consultants to review and investigate the Impact of said disclosures.
Likewise no representation or redo mmenciation Is made by the AIR Commercial Real Estate Association or by any broker as,tp the legal
sufficiency, legal effect, or consequences of thisdocument or the Purchase Agreement to which It relates.'
Date
Dau:
Receipt of the above Seller's Mandatory Disclosure Statement is hereby acknowledged:
Dat a*.
R
NOTICE: These forms are. often modified to meet changing requirements of law and Industry, needs, Always write or call.to make $tire you
are utilizing the most current form: AIR Commercial Real Estate Association, 806 W 6th Street, Suite 800, Los Angeles, CA 90 , 017.
Telephone No. (213) 687.8177. Fax No,: (213) W-8616.
PAGE 2 OF 2
INITIALS
@1998 - AIR COMMER61AL REAL E I STATE ASSOCIATION
FORM SIVID-3-710SE
Commercial Property Earthquake Disclosure Report (2006 Edition)
r
ASSFOSOIrS PARCEL NO.
SMMADDRUSS YEAR BUILT
CiTYAND COUNTY
------- CL z�f 3
Answer these quesoorris to #fe best of your knowleO if you do not have actual knov)(4dge as to whether the Weakness Exists or noti
answer "Don't Know;" If you I know I Its of has been corrected of that IlrebuildlIng has been s I alsmically ret I rofitted,
explain on a separate sheet. If you� property does not have the feature clescrl I bed in the question, answer "Doesn't Apply." The
pagenumbers In the right-hand column indicate where In this guide you can findinforrhation an each of t I hes6 features.
Doesn't Don't See
Yes No Apply Know Page
12
I . Is the Water heater braced, strapped, or anchored to resist failing during an earthquake?
2. If the building has precast (tiltup) concrete or reinforced masonrywalls with wood -frame floors
or roof, are the exterior walls adequately anchored to the floors and I the roof In accordance 0 E] E] 14,
with local building codes?
3. If the exterior walls, or part of them, are made of unrainforced masonry, have they been
El El 0 M 11
strengthened In.accordance with the California Building Standards Code?
4. If the building is located in Seismic Zone 4 and has unreinforced masonry bearing walls that E] 17
have not been retrofitted, his It.been posted as potentially unsafe?
5. If the building has concrete Columns, were, -they adequately reinforced to resist earthquakes of 11 El
have they been itrengthened?
6. If the building has a steel frame built before 1996, has It been Inspected for fractures In welds 21 .4
In or near steel connections?
7. If your building is commercial or has five or more residential units, does It have a soft or weak E] 22 0
story or open front?
Q
8. Does the building have well-ano-hored exterior cladding with no unusual or Irregular building 2
features 1:1 El F1
7
9. Is the.bulldlng outside an A , lquist-Priolo Earthquake Fault Zone (an area prone to fault rupture
40
Immediately -surrounding active earthquake faults)?
16. is the building outside! a Seismic Hazard Zone (zone Identified as susceptible to liquefaction El E] F] 41 0
or landsIldIng)9 �4
If any of the questions are answered "No," the building may be likely to suffer severedamage during be
rthquakesi Questions answered
'Don't Know" may indicate a need f.br further evaluations. If you corrected one or , more of these Weaknesses,. describe the work on a
separate page.
As seller of the property described herein, I have answered the questions abov , a to the best of my Knowledge in an, effort to disclose flully
any potential earthquake Weaknesses It may have, Othe.re hpalaconcerns may be present but are not disclosed.
EXECUTED BY
(S a Ire 6 4z�
Date!
I acknowledge receipt of this form, completed and signed by the.seller. I understand that If the seller has answered *No". to one or more
questions, or 1*11ar has indicated a lack of knowledge, there may be one or. more earthquake weaknesses lh this property.
(Buy (Buyer)
*FOR ER, ACKWOWLEDGE RECEIPT OF "THE COMMERCIAL PROPERTY OWNER'S GUIDE TO
0 FET2
EARTHQUIE SAFETY" 2006 EDITION.
The Commercial Property Owner's Guide to Earthquake Safety
PROPERTY INFORMATION SHEET
(Non-Resiftntial)
AIR Commercial Real Estate Association
PREFACE:
Purpose: This Statement Is NOT a warranty as to the actual condition of the PropertylPremises. The purpose is, lnsteacl� to provide the brokers and
the potent! ' al buyer/lessee with Important information about the PropertylPremlses Which is currently In. the actual knowledge of the Owner and which
the Owner is required by law to disclose.
Actual Knowledge: For purposes of this Statement the phrase 'actual knoWedge! means-. the awareness of A fact, or the awareness of sufficient
Information and circurns',taneds so.as to cause one t o believe that a.ceitain situation or condition probably exists.
TO WHOM IT MAY CONCERN:
Clark FarnilVv Trust ("Owner"), owns the, Propert&remlses comMonly Known by the street 'address of
27N Leonis 8i�,ulevarcl located in the City of Vornon County.of, Los Angeles
State of California and generally described as (describe briefly the nature of the Premises or Property),
an approximate 17,496 sqt)are foot building located on approximately 27,878 square feet of
industrial zoned lanci.
(herein after "Property"), and cad.ifies that:
1. Material PhyWcal Defects. Owner has no actual knowledge of any material I physical.d6fects In the Property or,any improvements and
structures thereon, Includl ng, but not limited to the roofrexcept (it there are no exceptions write '.NONE"):
2. EquIpMent.
A. Owner has no actual knowledge that the heatingi ventilating, air conditioning, plumbirig, loading doors, electrical and lighting
systems, life safety systems, security systems and mechanical equipment existing orw the Property as of tha date liereof, if, any, pre not In good
operating order and condition, except (if there, are no exceptions write "NONE"):
B. Owner has no actual knowledge of any leases, financing agreements, liens or other agreements affect[Ing any equipment which
16 being Included With the Propertyi except (1f.there are'no exceptions write "NOWE"):
1424 A/ 2-
3. Soil Conditions'. Owner has no actual knowledge that the.131roperty has any slipping, sliding, settling, flooding,. ponding or any other
grading, drainage or soil problems, except (if there are no exceptions Write "NONE"): V /1,
4� Utilities. Owner represents and warrants that the Property is served by the following utilities (check the,appropriate boxes) h0public,
sewer system and the cost of I nstallatfon thereo f has been fully paid, D private septic system jM_alectricity,,&naturai gas,,* domesti o_water,1N__
telephone, and 0 other:
5, . Insurance. Owner has no actual knowledge of any insurence.claims filed, regardi I ng the Property during the preceeding 3 years, except (if
there are no exceptions write "NONE"):
6. Compliance Wlth.Laws. Owner has no actual k.nowledge.of pny-aspect or condition of the Property which violates applicable laws, rules,
regulations, codes, or covenants, conditions or restrictions, or 'of improvements or alterations made to the Property Without a permit where one Was
required, or of any Unfulfilled order or directive of any applicable government . agency or of any casualty insurance compariy.that any work of
Investigation,. rernediation, repair, maintenance or improvement Is to be performed on the Property, except (ifthere are no exceptions write �'NONE");
7. Hazardous Substances and MoK
A. Owner has no actual knowledge of the Property ever having been used as a waste dump, of the past or present exdstence of
any above or below ground storage tanks on the Property, or of the current existence on the Property of asbestos,. transformers containing POB's or any
hazardous, toxic or Infectious substance whose nature and/or quantity of existence, use, manufacture or effect,, render it.sub . ject to Federal, state or
local regulation, Investigation, remediation or removal as potentially injurious to public health or welfare, exdept (If there are no exceptions write
"NONE'T 25
PAGE 1 OF 2
�02000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM PI-5-6107E
B. Owner represents and warrants that it Is not currently, and never has been engaged in the business of hauling wastei and never
stored hazardous substances on the Property, except (if there are no exceptions write "NONE"): x/0 Y 41�
C. Owner has no actual.knowledgept the existence on the Properly of hazardous levels, of any mold or fungi defined as toxic under
applicable state or Federal law,,except (if there are no exceptions write I'NONE")�
8. Fire Damage. Owner has no actual knowledge of any structure on the Property having suffered material fire damage, except,(if there are
no exceptions write "NONE"):
6. Actions, Sults,or Proceed I Ings. Owner has no actual knowledge that any actions, suits or proceedings are pending or threatened before
any court, arbitration tribunal, governments[ department, commission, board, bureau, agency of instrumentality that would affect the Property or the
right or ability of an owner or tenant to convey, occupy or utilize the Property, except (Ifithere are no exceptions. write "NONE")�
10. Governmental Proceedings. Owner has no actual knowledge of any. existing or contemplated condemnation, envirorimental, zoning,
redevelopment agency.plan or other land use regulajlon proceedings which could detrimentally affect the value, use and operation of the Property,
except (if there are no exceptions Write "NONE"):
11.. unrecorded Title Matters. Owner has no actual knowledge of any encumbrances, covenants, conditions, restrictions easements,
licenses, liens, charges or other matters which affect the title of the Property that are not recorded in the of I ficial records of the county recorder where
the Property Is located, except (if there are no exceptions write "NONE"): All
1
12. Leases. Owner has no actual knowledge of any leases, subleases or other tenancy agreements affecting t . he Prop, erty, except (if there
are no exceptions write "NONE")�
A", �, 77 8 ,?Y
11 Options, Owner has no actual knowledge of any options to purchase, rights: offirst, refusal, tights of first offer or other. similar agreements
affecting the Property, except (if there are no exceptions write 'NONE"):
14. Other. (it will be presumed that there are no additional items which warrant disclosure. unless they are set forth heireln):
The statements herein will be relied upon by brokers, buyers, lessees, lenders, and others. Therefore, Owner and/or the.Ownees
,operty Manager has reviewed and, modified this pirinted statement as, necessary to accurately and cornpletely state all the known material
ots concerning the Propert�, Tq thle.utent such thodifications are not made, this statement may 49 roiled upon zap. printed. ThIssitatem6nt,
mover, *hall not relleve a buyer or lessee of responsibility for Independent Investigation of the Property. Owner agrees to promptly notify,
writing, all appropriate parties of any material changes Which may,'oopur In the stabments,cobtalned herein from the date this statement Is
A4,_ej 3
Date: / A _OWNER"
(Fill indate of execution)
Oliver E. Clark III.and Joan A. Clark,
Trl.istees of theOliver E. Clark III —and Jean
A. Clark Family Trust
By:,
Name Printed: "-7
Title:
13y;
Name Printed: e-_ &q AJ
Tla5:
Buyerllessee hereby acknowledges receipt of a copy of this Property Information Sheet on
B : W 0, W77--
Name PIA
/d/ - , 4
T a: -ry -
it] e_1 4 Tr'qm /j
NOTICE: These forms are often modified to meet changing requirements of law and Industry needs. Always write or call to make sure you
are utilizing the most current form'Afft Commercial Real Estate Assoc[ I ati I on, 1 800 W 6th I Street, Suite 800, Los Angeles, CA 900J7,
Telephone No. (213) 687-8777. Fax.No.: �213) 667-8616.
PAGE 2 OF 2
@2000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM PI-5-6/07E
N
SELLER'S MANDATORY DISCLOSURE STATEMENT
(Required by law on transactions
involving non-reildential properties In California).
DO NOT USE THIS FORM WITH REGARD
TO THE SALE OF RESIDENTIAL PROPERTIES
AIR Commercial Real Estate Association
This disclosure statement Is Intended to. be a part of the 11 STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE
OF REAL ESTATE (See paragraph 9.1(a) of said document) or 0 Commercial Real Estate Association Standard
known as:
(the "Property") wherein
viiver h. �,iarx iii ana jean A- UlarK, Trustees or tne Uliver E. Ciark III and Jean A.
Is the Seiler and The City of V(�irnori Is I I he Buyer.
Note: This -dis;closure statement Is not designed norintencled to be useld.in place of the standard Property Information Sheet published by th.aAlR.
commercial Real Esate Association ("AIR"). Both documenits should be used in every transaction involving a sale.
.in order to comply with State law concerning disclosures to a.potentlal purchaser, Seller elects to:
10 A. Utilize a report prepared by a professional consultant which has been approved by the AIR, i.e. First American �atural Hazard
Disclosures, (800),527-0027, or JCP Property Disclosure Reports, (80) 748-5233. A copyof their report Is �ttachsd hereto, (Complete paragraph
8. 9, and 10 and sign this statement In the place provided.)
11 B. Utilize a report prepared by
A copy of their report is attached hereto. (Complete paragraphs 8, 9 and I o, sign this Statement In the
place provided, and attach a copy of The Commercial Property Ownees Gulds to Earthquake Safety.)
0; Complete this Disclosure Statement without the assistance of a professional consultant. (Complete paragraphs 1 through 12 and
sign this Statement In the place provided. Remember to attach a copy of The Comrnorclal Property Owner's Guido to Earihqdake Safety.)
1. EARTHQUAKE FAULT ZONES. If the Property is located within a delineated Earthquake Fault Zone (a zone that encompasses a potentially
or recently active trace of an earthquake fault that is deemed by the State Geologist to constitute a potential hazard to structures from surface faulting
or fault creep),, California Public Resources Code. §2621 at seq. mandates that pro . spective purchasers be advised that the Property is located within
such, a Zone, and that its development may require a geologic report from a state registered geologist. 16 accordance With such law, Buyer is hereby
informed that the Property Is 0 or Is not 0 within a delineated Earthquake Fault Zone.
2. SEISMIC HAZARD ZONES. if the Property is located within a Seismic Hazard Zone as delineated an a map prepared by the California
Division of Mines and Geology, California Public Resources Code §2690 at $eq. mandates that prospective purchasers be advised that the Property is
located within such a Zone. in accordance with such law, Buyer is hereby Informed that the Property is 11 or is not 0 within a Seismic Hazard Zone.
3. EARTHQUAKE SAFETY. If (1) the Improvements on the Property were constructed prior to 1975, and (2) said improvements Include
structures with (1) pro -cast (e.g., tilt -up) concrete or reinforced masonry walls together with wood frame floors or roofs or (it) unreinforced masonry Walls,
Buyer must be provided with. a copy of The Commercial Property Owner's Guide to I Earthquake Safe ty . (the I `Booklot") published by the California
Seismic Safety Commission. Buyer is hereby informed that the Property�
(a) meets the foregoing requirements, and a . copy of the Booklet and a completed "Commercial Property Earthquake Weakness Disclosure
Report" Is, attached hereto, Within five business, days of.Buyer's receipt of . said Disclosure.Roport, Buyershall d13I , iver a duly countersJgned copy of the
same to Escrow Holder, with a copy to Seller and Seller's Broker. Escrow Holder Is hereby insirluctied that the Escrow shall not close unless and until
Escrow Holder has received the Disclosure Report duly signed try both Seiler and Buyer.
(b) does not meet the foregoing requirements requiring the delivery of the Booklet.
4. FIRE PROTECTION.' If the Property Is located within a designated State Responsibility Area as delineated on a map prepared by the
California Department of Forestry; California Public Resources Code, P30,mandates that prospective purchasers be advised that the Property,is
located within a .,Midland area which may contain substantial forest fire risks and hazards,,that the State may not be responsible, to provide fire
protection services, and that the Property may be subject to the requirements of Public Resources Code §4291 which requires the a '
p nodle rem oval of
brush, the maintenance of firebreaks, and other similar activities. In accordance with such law, Buyer is hereby informed that the Property is 0 or is
not 0 within a designated State Responsibility Area.
6. FIRE HAZARD., If the Property is located within an area designated as a Very High Fire Hazard Se verity:Zone pursuant to Government
Code §51178 at seq, §51183.5 mandates that prospective purchasers be advised that the Property is located within such a zone and that the Property
may bet subject to various maintenance, design and/or construction requirements and/or. restrictions. In accordance with such law, Buyer is hereby
informed that the Progeny is 0 or Is not 0 within a designated Very High Fire Hazard Severity Zone.
6. AREA OF POTENTIAL FLOODING. If the Property is located within an area of p6lentlal flooding in the event of the failure of a dam as
shown on an inundation map designated pursuant to Govern mient Code §8589.5,, §8589.4 mandates that prospective purchasers be advised that the
Property Is located within such an area. In accordance With such law, Buyer is here , byinformed that the, Property Is D'or Is not 0 within a designated
area of potential flooding.
. 7. FLOOD HAZARD AREAS. If the Property is locatedwilhin a designated Federal Flood Hazard Area as delineated on a map prepared by the
Federal Emergency Management Agency, Federal law, Is. 42 U.S.C. §4164a, mandates that prospective purchasers be advised that the Property is
located within an area having special flood hazardsand that flood insurance may be required as a. condition to obtaining financing, In accordance Wth
PAGE I OF 2
INITIALS
@1998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
FORM SMO-3-7106E
such law, Buyer is hereby informed that the Property Is C1 or it not 0 within a designated Federal Flood Hazard Area.
8. FLOOD DISASTER INSURANCE. If the Seller or Seller,s predecessor-Inwinlerest has previously received Federal flood disaster assistance
and said assistance was conditioned upon obtaining and maintaining fi ood insurance on the Property, Federal law, !a. 42 U,S.C. §5164a, mandates that
prospective purchasers be advised that they Will be. required to maintain such insure ' nce on the Property and that If said Insurance is not maintained and
the Property Is thereafter damaged by a flood disaster, the purchaser may be required to reimburse the Federal Government f a disaster relief
provided. Buyer Is hereby Informed that to the 66st-of the Settees knowledge Federal flood disaster assistance has El or has t been previously
6.1
received with regard to the Property. Note: if such disaster assiitapcs�has been received, the laws ecifleis that the required no 6e be "contained 16
p
documents evidencing thaVander of ownership".
9; WATER HEATER BRACING; Ifthe Property contains one or more water heaters, Seller Is required by California Health and Safety Code
§19211 to certify to the Buyer that all such water heaters have been braRV, strapped andfor anchored In accordance with law. Buyer is hereby advised
that the required bracing, strapping and/or anchors have 0 or have no�[% been Installed.
10. PRESENCE OF MOLD. If the seller or transferor of property knows ofthe presence of mold that effects the property and the. mold either
exceeds permissible exposure limits or poses a health threat then Health and Safety Code §26140, et seq, mandates that prospect.lxV,urchasers be
advised in writing ofsuch mold. In accordance wilh such law, Buyer Is hereby Informed that.the undersigned does 0 or does not P know of the
presence of such mold effecting the Property.
11. TITLE INSURANCE. In [he event that the Purchase Agreement. does riotat present provide that title Insurance Will I�e obtained, Buyer is
strongly urged to consider purchasing such:Insurarice-, and, in accordance with California Civil Code,§1057.6, Is advised asfollows:
IMPORTANT: INA PURCHASE OR. EXCHANGE OF REAL,PROPERTY, IT MAYBE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION
WITH THE CLOSE OF E5 I CROW siNce THERE MAY BE PR16R RECORDED LIENS AND ENCUM13RANCES WHICH AFFECT YOUR INTEREST
IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR
INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.
12. OTHER.
PLEASE NOTE:
While the information contained in or attached to this Disclosure Statement is believed to be accurate as of the dale that it was prepared, the applicable
laws and I the areas covered by the various natural hazard zones, etc, can change from time to time. Prior to the close of escrow, Buyer may wish to
again check the status of the. Property. Also, the city and/or county In which the Property Is located may have established natural hazard zones in
addition to those listed above., Buyer Is. advised to check With the appropriate local agency or agencies.
The closcrIptionscontained within the above disclosure paragraphs are not Intended to be full and complete dissertations of all of the
possible ramifications to the Buyer andlor the Property. In the. event that this document Indicates that the Property Is affected by one or
more ofthe disclosures, Buyer Is advised to:
1. Review theapplicable laws in their entirety.
2. Seek advice of cou noel as to the legal consequences ofthe items disclosed.
3; Retain appropriate oonsultantsto review and investigate the Impact of said disclosures.
Likewise no reprosentationi or recommendation Is made by the AIR Commercial Real Estate Association or by any broker as to the legal
sufficiency, legal effect, or consequences of this document or the Purchase Agreement to which It relat6s,
Date: S
Receipt of the above Seller's Mandatory Disclosure Statement Is hereby acknowledged:
Date: Za a -
NOTICE: These forms are often modified to meet changing requirements of law and Industry needs. Always write,or call to make sure you
are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017.
Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.
PAGE 2 OF 2
INITIALS
011998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
FORM SMD-3-7/06E
Commercial Property Earthquake Disclosure Report (2006 Edition)
ASS98SOR0 PARML NO.
YEAA BUILT
D,L, vg 4
Answer these questions l;6 the best of your kinowledgY. If you do not have actual knp*Iddge as to whether the weakness exists or not,
answer "Don't Know." If you know that a weakness exists or ties been corrected or that t1he,bullding "s been selsmically retrofitted,
explain on a.separate sheet. Ifyourproperty does ripl: have the feature described in the question, answer"Doesn'tApply." The
pagentimbers In the right-hand column indicate where In.this-gulde, you can find Information on eachof these fea . tures,
Doesn't Don't See
Yes No Apply Know Pago
i. Is the water heater braced, strapped, or anchored to resist falling during an earthquake? 0 1:3 ri fl 12
2. If the building has precast (tlltup) concrete or reinforced masonrywalls wlth,wood-frame floors
or roof,,are the exterior wails adequately ancho ' r 1:1 14 V_
red to the floors and the root in accordance CD
w 1 h local building codes?
3. If the exterior wails, or part of them, are made of unreinforced masonry, have. they been
st.rengthened.In accordance with the California Building Standards Code?
4. If the building Is located in $eISMIC Zone 4 and has unreinforced masonry bearing Wails that
have not been retrofitted, has It been posted as potentially Linsade?
S. If the buildin ' g has concrete columns, were they adequately reinforced to resist earthq, - Uakes or
have they been strengthened?
6. If the building has a steel frame built before IM, has It been Inspected for fractures In welds
In or near steel connections?
7. If your building Is c�ommerclal or has five or more residential units, does it have a soft or weak
story or open front?
8; Does the building have Well -anchored exterior cladding with no unusual or irregular building
features?
9. Is the building outside an Alquist-Priolo Earthquake. Fault Zone (an area prone to fault rupture
immediately surrounding active earthquake faults)?
I 0.1s the building outside a Seismic Hazard Zone (zone identified as susceptible to liquefaction
or landsliding)?
M
El
0
16
1:1
El
17
.11
El
El
0
2-
18
do—
21
E]
E]
4�
22
0
25
0
40
CL.
ey
41
(b
If a9y-of the questions are answered No," the building may be likely to suffer severe damage during earthquakes. Questions answered
'Don't Know"may Indicate a need for further evaluations. If you corrected one or more of these weakness es,:describe the work on a
separate page.
As seller of tho property desodbed h6rein,.,[ have answered the questions above to the best of my knowledge in an effort to disclose fully
any potential earthquake weaknesses it may have. Other earthquake concerns may be present but are not disclosed.
EXECUTED BY
7
(Seller) (Bolter
Date
I acknowledge receipt of this form, completed and signed by the seller. I understand that if the seller has answered "No" to one or more
questions, or If ller has Indicated a lack of knowled ge, there may be one or more earthquake weaknesses In this property.
01f V A /0 9
r (Buyer) Data
R RP ROPERTY OWNER'S GUIDE TO
F ACKNOWLEDGE RECEIPT OF "TIIE COYMRCIAL P
E RO
ARTURQU SAFETY".2006 EDITION.
The Comm ercial'Pro, petty Owner's Guide to Earthquake Safety 51
.db� — . -
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
April 20, 2009
VIA U.S. MAIL
Ms. Tina DeBow
Senior Advisory Escrow Officer
North American Title Company
101 N. Brand Blvd., Suite 1800
Glendale, CA 91203
Re: O.E. Clark - 2716 Leonis Blvd., Vernon, California
Escrow No. 907609-TD
O.E. Clark - 2724 Leonis Blvd., Vernon, California
Escrow No. 907638-TD
Dear Tina:
Enclosed please find the signed original Escrow Instructions and
Preliminary Change of Ownership Report for each of the above -
referenced escrows.
If you have any questions, please do not hesitate to contact me.
Sincer
i A Harrison
C 'i
i A orneyv
JH:jl
Enclosures
cc: Nelly Giron, City Clerk (Resolution No. 9861)
E.Xcfusivefy industfiaf
BOE-JO2-A (Front) Rev. 10 (8-07)
PRELIMINARY CHANGE OF OWNERSHIP REPORT
[To 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: 0. E. Clark Paper Box Co.
BUYERfl-RANSFEREE: City of Vernon
ASSESSOWS PARCEL NUMBER(S): 6308-002-011
PROPERTY ADDRESS OR LOCATION: 2716 Leonis Boulevard
Vernon, CA 90058
MAIL TAX INFORMATION TO: Name:
Address:
p hone Number (8 a.m. — 5 p.m.):
NOTfCE-. A Ilen for property taxes applies to your property on January I 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 I 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.
The property, which you acquired, may be subject to a supplemental assessment in an amount to be determined by the County Assessor. For further information on your
supplemental roll obligation, please call the County Assessor's Office.
" " A. Is this transfer solely between husband and wife (addition of a spouse, death of a spouse, divorce settlement, etc,)?
B. Is this transaction only a correction of the name(s) of the person(s) holding title to the property (for example, a name change upon
marriage)? Please explain
C. Is this document recorded to create, terminate, or reconvey a lender's interest in the property?
D. is this transaction recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest
(e.g. cosigner)? Please explain
F7 F_� E. Is this document recorded to substitute a trustee of trust� mortgage, or other similar document?
F-1 F_� F. Did this transfer result in the creation of a joint tenancy in which the seller (transferor) remains as one of the joint tenants?
F-1 [7 G. Does this transfer return property to the person who created the joint tenancy (original transfaror)?
H. Is this transfer of property:
7 F7 1. to a revocable trust that may be revoked by the transferor and is for the benefit of the F-1 transferor E] transferor's spouse?
D F7 2. to a trust that may be revoked by the Creator/Grantor who Is also a joint tenant, and which names the other joint tenant(s) as
beneficiaries when the Creator/Grantor dies?
F-1 7 3. to an Irrevocable trust for the benefit of the F-1 Creator/GrantDr and/or 0 Grantor's spouse?
F� Q 4. to an Irrevocable trust from which the property reverts to the Creator/Grantor within 12 years?
F F7 1. If this property Is subject to a lease, is the remaining lease term 35 years or more Including written options?
F-] F__1 *J. Is this a transfer between [—] parent(s) and child(ren)? F-1 or from grandparent(s) to grandchild(ren)?
F-1 F_� *K. Is this transaction to repil'ace a principal residence by a person 55 years of age or older?
Within the same county? F-1 Yes F-1 No
F-1 [7. *L, Is this transaction to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code Section
69.5? Within the same county F_� Yes F-1 No
F-1 F-1 M. Is this transfer solely between domestic partners currently registered with the California Secretary of State?
*If you checked yes to 1, K, or L, you may qualify for a property tax reassessment exclusion, which may result In lower taxes on your property. If you do not file a
claim, your property will be reassessed.
Please provide any other Information that would help the Assessor to understand the nature of the transfer.
If the conveying document constitutes an exclusion from a change in ownership as defined In Section 62 of the Revenue and Taxation Code for any reason other than
those listed above, set forth the specific exclusions claimed:
Please answer all questions in each section. If a question does not apply, indicate with IN/A.' Sign and Date at bott om of second page.
PART 11, OTHER TRANSFER INFORMATION
A. Date of transfer if other than recording date
B. Type of transfer, (please check appropnatie box).-
17 Purchase 7 Foreclosure Gift Trade or Exchange F-1 merger, stock, or Partnership Acquisition
F-] Contr-act of Sale - Date of Contract
Inheritance - Date of Death Other (please explain):
Creation of a Lease Assignment of a Lease F-1 Termination of a Lease Sale/Leaseback
F� Date lease began
r_� original term in years (including written options)
F-1 Remaining term in years (including written options)
Monthly Payment Remaining Term:
C. Was only a partial interest In the property transferred? 0 Yes [—] No If yes indicate the percentage transferred
Please write Assessor's Parcel Number(s): 6308-002-011
Please answer, to the best of your knowledge, all applicable questions, then sign and date. If a question does not apply, indicate with "NIA;
PART III: PURCHASE PRICE AND TERMS OF SALE
A. CASH DOWN PAYMENT OR value of trade
or exchange (excluding closing costs)
Amount $
B. FIRST DEED OF TRUST @
% interest for _ years. Pymts./Mo. = $
_ (Prin. & Int. only) Amount $
FHA(_ (Discount Points)
n Fixed rate
New loan
conventional
EJ variable rate
Assumed existing loan balance
VA( Discount Points)
[] All inclusive D.T. ($ Wrapped)
Bank or savings & loan
n Cal -Vet
E] Loan carried by seller
Finance company
Balloon payment El Yes
n No Due Date
Amount $
C. SECOND DEED OF TRUST @
% interest for years. Pymts./Mo. = $
(Prin. & Int. only) Amount $
F] Bank or savings & loan
n Fixed rate
New loan
E:1 Loan carried by seller
El variable rate
Assumed existing loan balance
Balloon payment El Yes
n No Due Date
Amount $
D. OTHER FINANCING: Is other financing involved not covered in (b) or (c) above? F] Yes El No Amount $
Type @ % interest for _ years. Pymts./Mo. = $ (Prin. & Int. only)
F]Bank or savings & loan [I Fixed rate New loan
n Loan carried by seller F1 variable rate Assumed existing lo I an balance
Balloon payment El Yes - F1 No Due D e Amount $
E. WAS AN IMPROVEMENT BOND ASSUMED BY THE BUYER? [_1 Yes No Outstanding Balance: Amount $
New loa
Assume
Out� t
'Ju re
F. TOTAL PURCHASE PRICE (or acquisition price, if traded or exchanged, in, al Jest commissi n if paid)
TOTAL ITEMS A THROUGH E $
G. PROPERTY PURCHASED [:1 Through a broker Direct from seller Fromaf ily member Other (please explain):
If purchased through a broker, provide broker's name and phone numbe
Please explain any special terms, seller concessions, or financ7in ,Ind a other Normation t 1p the Assessor understand the purchase price
and terms of sale:
PAW IV/OROPEkTY 1NF9,EWATJdN
A. TYPE OF PROPERTY TRANSFERRED:
FISingle-family residence
F-]Multiple-family residence (no. of units:
F] commerciavindustrial
Other (Description: i.e., timber, nriji4e al, water ri ts,, etc.
B. IS THIS PROPERTY INTENDED S OiJJ:R *PRINCI AL RES
lc4
If yes, enter date of occupan I
I ( nth) (day)
C. IS PERSONAUBUSINESS P PE INCLUDEDIN R(
pro ,
'y t.
(other than a manufactured hor'n ject to local pro rty t
,Kg' n46ura 1 [:1 Timeshare
96-op/own-your-own El manufactured home
Condominium ElUnimproved lot
No
)lZor intended occupancy 20—
KIT (month) (day) (year)
PRICE (L.e., furniture, farm equipment, machinery, etc.)
El Yes r] No
If yes, enter the value of the personal/business pr erty in ed in the purchase price $ (Must attach itemized list.)
D. IS A MANUFACTURED HOME INCLUDED IN PURCHASE PRICE? Fj YesO No
If yes, how much of the purchase price is allocated to the manufactured home? $
—1 N' What is the decal number?
Is the manufactured home subject to local property tax? Fj Yes r 0
E. DOES THE PROPERTY PRODUCE INCOME? ED Yes R No If yes, is the income from:
F-1 Lease/Rent El Contract F1 mineral rights F� Other (please explain):
F. WHAT WAS THE CONDITION OF THE PROPERTY AT THE TIME OF SALE?
EJ Good 1:1 Average [I Fair F] 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 F]
Partnership F-1
certify that the foregoing is true, correct and complete to the best of my knowledg& and belief
Q
This declaration is binding on each and every co-owner andlor partner
Corporation
Other Municipality LnI
NAME OF NEW OWNER/CORPORATE OFFICER
TITLE
Jeff A. HarrisoN
City Attorney
SIGNA7�1� OF N INER/CORPORATE OFFICER
DATE
10. 11__klr_&����
April 20, 2009
NAME 0 ITY d or printed)
FEDERAL EMPLOYER to NUMBER
City er
_rMAIL
ADDRE§9 (typed 4rkrinted)
__TP_HONE
NUMBER (8 a.m. -5 p.m.)
ADDRESS (optional)
4305 S_ __O�e Avenue, Vernon, California 90058
1(323) 583-8811
(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 ($20). American LegalNet, In
c,
BOE-502-A (BACK) REV. 10 (8-07) ASSR-70 (Rev. 08/07) F FormsWork/low.corn]
Date: q2a5t2009.(Rey:m�d April 15, 2009). Escrow Number: 91401-907609-09
Additional instructions made a part of previous pages as if fully incorporated therein. Page 1 of 9
NORTH
1AIVIERICIAN
0 TITLE
MCOMPANY
Like Clockwork@
TO: North American Title Company
101 North Brand Blvd., Suite 1800
Glendale, CA 91203 -
(818) 240-4912 Fax No. (818) 551-5327
ESCROW OFFICER: Tina DeBow
ESCROW NO: 91401-907609-09
DATE: February 25, 2009
(Revised April 15, 2009)
Re: Property address: 2716 Leonis Blvd., Vernon, CA 90058 APN: 6308-002-011 (hereinafter referred
to in the Agreement as Parcel A), Seller: Paper Box
MEMO BOX:
Buyer has deposited with Escrow initial deposit as called for in the Agreement: $ 44,680.00
Balance due prior to closing, witlyoutclosing costs $ 1,742,320.00
Total Consideration $ 1,787,000.00
The attached copy of the Commercial Real, Estate Association, Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate (Non -Residential) dated February 4, 2009 (hereinafter referred to as the "Agreement'�, shall
constitute your escrow Instructions. The following instructions are given you to utilize said "Agreement" as your escrow
instructions, which are as follows (in the event of a conflict between the Agreement and these instructions, the
Agreement shall control):
1. The date to be considered as the "Date of Agreement" as set forth in Section 1.2 and in other referenced areas of the
Agreement is hereby established as being February 25, 2009.
2. The "Closing Date" as referenced In Section 1.1 of the Agreement, shall be established at a later date, which shall be a
date which is mutually agreed to by the Parties in writing, and Is estimated to be on or before June 25, 2004) (said
date being 30 days after the expiration date of Buyer's contingencies, as referenced in Paragraphs 7 and 23 of the
Agreement.
3. - Buyer's signature on these instructions shall constitute Buyer's acknowledgment of a copy of the current preliminary
report dated as of January 23, 2009, issued by North American Title Company, under Order No. 907609, together with
copies of underlying documents, thereby satisfying this requirement.
4. Escrow Holder is hereby authorized and instructed to order a natural hazard disclosure report from JCP/LGS, at Seller's
expense, to be paid at close of escrow, from Seller's funds, in the approximate amount of $89.95, and deliver or cause to
be delivered a copy of the same, through escrow, to Buyer and Seller for their written acknowledgement of receipt of the
same, within the time period specified in the Agreement. Escrow's duties with same are limited to the duties set forth
herein and nothing else.
5. The time limit expiration dates for this escrow pertaining to the satisfaction of the Buyer's contingencies as set forth in
Paragraphs 7.2 and 23 of the Agreement, Is hereby established to be May 26, 2009 (said date being 90 days from Date of
Agreement). f
6. The close of escrow is contingent upon the close of Escrow No. 907638-TD, wherein Buyer is purchasing the subject
property commonly known as 2724 Leonis Blvd., Vernon, CA 90058,and said other escrow shall record concurrently
herewith.
7. Escrow Holder is hereby authorized and instructed to prepare a Grant Deed, for the conveyance by Seller to Buyer of the
subject property, which is legally described as per the legal description attached hereto as Exhibit "A" and incorporated
herein by this reference.
(CONTINUED)
Seller's Initials _ / Buyer's Initials
Date:_ L2/�5/2009 (Revised April 5� 200 Escrow Number; 91401-907609-09
Additional lnsthi&16iWriade a part of previous pages as if fully incorporated therein. page 2 of 9
8. The Buyer and Seller acknowledge that depending on the type (commercial and/or industrial) and location (city) of the
subject real property in this escrow, there may be disclosures, as well as civil ordinance requirement(s) that would affect
the transfer of the real property. Escrow Holder urges both the Buyer and the Seller to seek appropriate counsel to
ascertain what disclosures/civil ordinances requirements and will comply with the same outside of escrow. Unless
otherwise instructed in writing by the parties regarding these matters, Escrow Holder shall have no responsibilities or
liabilities in connection herewith.
9. The foregoing terms, conditions and instructions, including the "General Provisions" identified as items I through
31 hereto, (as if fully set forth herein), have been read and are understood by each of the undersigned, who hereby
agree to, concur with, approve and accept the same in their entirety. In the event of a conflict between the General
Provisions and the Agreement, the Agreement shall control.
GENERAL PROVISIONS
1. DEPOSIT AND DISBURSEMENT OF FUNDS/CHECK REISSUE
All funds received in this escrow shall be deposited with other escrow funds in a general escrow account or accounts of North American Title
Company, Inc. (hereinafter referred to as "NATC') with any state or national bank or savings and loan, and may be transferred to any other
such general escrow account or accounts. Said funds will not earn interest unless specifically Instructed. NATC shall have no obligation to
account to parties in any manner for the value of, or pay to parties, any benefit received by NATC, directly or indirectly, by reason of the
deposit of the escrowed funds or the maintenance of such accounts with that bank. Those benefits may include, without limitation, credits
allowed by that bank on loans to NATC and on accounting, reporting and other services and products of that bank and earnings on
investments made with the proceeds of such loans. Any such benefits shall be deemed additional compensation earned by NATC for its
services as escrow holder. All disbursements shall be made by check of NATC. NATC shall not be responsible for any delay in closing if funds
received by escrow are not available for immediate withdrawal. NATC is authorized not to close escrow or disburse until good funds as
provided for in California Insurance Code Section 12413.1 ("AB512") have been confirmed in escrow. If any check submitted to escrow Is
dishonored upon presentment for payment, you are authorized to notIfy all principals and/or their respective agents of'such nonpayment.
In the event any check(s) issued through the escrow or subescrow process, per the attached Sellers/Buyers/Borrowers Statement, are
uncashed or unnegotiated ("uncashed") for a period of 150 days after NATC's original issuance of such check(s), then NATC Is authorized and
instructed to cancel such check(s) and reissue to the same payee(s). The undersigned, both for himself/herself and for any third party
payee(s), recognize(s) that NATC incurs significant expense In tracking uncashed checks, canceling and reissuing checks, and maintaining
bank and accounting records of such checks, Since these activities by NATC would be additional services not otherwise contemplated and
therefore not compensated by NATC's other fees and charges as shown on the attached Sellers/Buyers/Borrowers Statement, the undersigned
acknowledges that a reasonable charge by NATC for such additional services Is and will be fifty dollars ($50.00), which will be deducted from
the payee's reissued check(s). In the event NATC Is requested by payee to cancel and reissue any check prior to the 150 days, NATC Is
authorized to charge $50 as Its fee for such service.
If the original canceled check is in an amount of $50 or less, then NATC is authorized and Instructed to charge and pay to itself as its fee the
entire amount of the check as canceled. NATC has sole discretion and authority to determine when it may be proper not to charge such $50
fee for these services.
If any uncashed reissued check also remains uncashed for a period of 150 days, then NATC Is authorized and instructed to process the
remaining funds for escheatment to the State of California, in accordance with NATCs customary escheatment procedures.
2. CLOSE OF ESCROW
The phrase "close of escrow" (or "COE" or "CE") as used in this escrow means the date on which documents are recorded, unless otherwise
specified.
3. DELIVERY, RECEIPT AND NOTICES
All written notices, communications, changes of instructions and documents Intended for NATC are required to be delivered timely at the
office of NATC as set forth herein. Delivery to the parties as used in these instructions is to be by regular mail, and receipt is deemed to be
72 hours after such mailing unless otherwise stated herein. All documents, balances and statements due the undersigned are to be mailed to
the respective addresses shown below, unless otherwise directed. Delivery of documents by Escrow to a real estate broker shall be deemed
delivery to the principal.
4. PRORATION, ADJUSTMENTS AND DEMANDS
Unless otherwise specified in writing, all proratlons or adjustments are to be made as of dose of escrow on the basis of a 30-day month.
NATC is to use the information contained In the latest available real property tax statement, without regard to any reassessments or
subsequent changes. Real property tax bills or statements Issued after close of escrow shall be handled directly between the parties outside
of escrow. NATC Is instructed to assume and shall be fully protected in assuming that all Information (for example, association fees, rents,
rental deposits, insurance, insurance premiums, beneficiary statements) provided to NATC by the parties or their agent(s) Is correct. NATC Is
authorized to pay all encumbrances necessary to place title in condition called for herein, including but not limited to prepayment penalties,
without further approval of the undersigned. Application of payoff funds: Should a check or wire be deemed unacceptable by lenders,
creditors, lien holders or beneficiary of a Deed of Trust, you are authorized to act on our behalf in requesting the funds, as well as any
balance in an impound account, be applied towards the balance due.
5. SUPPLEMENTAL TAXES
The parties acknowledge that the subject property may be subject to real property supplemental taxes due as a result of change of ownership
taking place through this escrow, prior changes in ownership, or improvements of the subject property. Any adjustment due on receipt of a
supplemental tax bill will be made by the parties outside of this escrow and NATC is released from all liability in connection with same.
(CONTINUED)
Seller's Initials Buyer's Initials*/
Date: 02/25/2009 (Revised April 15, 2009) Escrow Number: 91401-907609-09
Addiflon—din-structions m'-ade a part of previous pages as if fully Incorporated therein, Page 3 of 9
6. UTILITIES, WATER, GARBAGE AND ENVIRONMENTAL ISSUES
Transfer of utilities, water, and garbage service, or any interruptions or cancellations thereof are to be settled by the parties directly and
outside of escrow. NATC shall not be responsible for any late payments or nonpayment of any of these services. It Is acknowledged that
NATC has made no investigation concerning the property as to environmental or hazardous materials issues, and NATC is released of any
responsibility or liability in connection with such issues.
POSSESSION
Possession of the subject property shall be settled by the parties, and NATC shall not be liable or responsible for such possession.
8. RECORDATION OF INSTRUMENTS
NATC Is authorized and instructed to record any documents delivered through this escrow, the recording of which is necessary or proper In
the issuance of the requested policy or policies of title insurance. Recording Fees Include charges for services performed by North American
Title Company, Inc., in addition to an estimate of payments to be made to governmental agencies.
9. AUTHORIZATION TO FURNISH COPIES
NATC Is authorized to furnish copies of preliminary reports, Inspection reports, escrow instructions, supplements, amendments or notices of
cancellations and closing statements in this escrow to the real estate broker(s) and lender(s) referred to in this escrow. NATC may do so
without incurring liability to any party.
10. FIRE, FLOOD AND HAZARD INSURANCE
Other than as may be specifically Instructed by lender, NATC is not to be concerned with nor make any inquiry as to any fire, flood, hazard
and other liability insurance.
11. PERSONAL PROPERTY TAXES
No examination or assurance as to the existence, amount of payment of personal property taxes Is required of NATC unless specifically
instructed.
12. ACTION IN INTERPLEADER
The parties expressly agree that NATC, as escrow holder, has the absolute right at its election to file an action in interpleader requiring the
parties to answer and litigate their several claims and rights among themselves. NATC is authorized to deposit with the clerk of the court all
documents and funds held in this escrow. In the event such action is filed, the parties jointly and severally agree to pay NATC's cancellation
charges and costs, expenses and reasonable attorney's fees which NATC is required to expend In this interpleader action. Upon the filing of
the action, NATC shall be fully released from all obligations to further perform any dudes otherwise Imposed by the terms of this escrow.
13, USURY
NATC is not to be concemed with any question of usury In the processing of this escrow and NATC is hereby released of any responsibility of
liability therefor.
14. CANCELLATION OF ESCROW
Any principal requesting that NATC cancel this escrow shall file notice of demand to cancel In NATCs office in writing, NATC shall within a
reasonable time there after mail or otherwise deliver one copy of such notice of demand to cancel to the principals or their respective agents.
Unless written objection to such notice of demand to cancel Is filed with NATC within fifteen (15),calendar days after the date NATC mailed or
delivered the initial notice of demand to cancel, NATC is authorized to cancel this escrow. If NATC cancels this escrow, It Is authorized to
return the documents to the parties. NATC is, in any event, authorized to hold any money deposited in escrow until It Is in receipt of mutual
written Instructions signed by all parties or the order of a court of competent jurisdiction, concerning the disposition of such money. NATC
may return lender's papers and/or funds upon lender's demand. In the event of cancellation of this escrow, the fees and charges due NATC,
including expenditures incurred or authorized, shall be bome by the parties or decided by a court of competent jurisdiction.
15. CONFLICTING INSTRUCTIONS
Should NATC receive or become aware of any conflicting Instructions, demands or claims with respect to thisescrow or with respect to any
money or property deposited herein or affected, NATC shall have the right to discontinue any or all further acts on its part until in receipt of
consistent instructions or until the conflict Is resolved to NATC's satisfaction. In the event that any dispute between the parties is submitted
to arbitration, NATC is authorized to follow the award or decision of such arbitrator(s), whether or not such arbitration award or decision is
"binding" or "final". ,
16, TERMINATION OF AGENCY OBLIGATIONS
If there is no action taken on this escrow for any six month period, NATC's agency obligation shall terminate at its option and NATC shall be
authorized to return all documents, monies or other items to the parties depositing same. This shall not limit NATC's right to withdraw as
escrow agent from this transaction at any time. In the event of termination of NATC's agency obligations, the parties shall pay Its fees,
charges and any expenses incurred.
17. RIGHT OF RESIGNATION
NATC has the right to resign as escrow holder, upon reasonable written notice, and it is acknowledged that five calendar days shall be
deemed reasonable under this paragraph. If such right is exercised, NATC is authorized to return all funds and documents to the party who
deposited them and NATC shall have no further liability in this escrow.
18. MEMORANDA
NATC is to be concerned only with the directives specifically set forth in the escrow Instructions and amendments hereto, and is not to be
concerned with or liable for Items designated as "memoranda" in the within escrow instructions, nor with any other agreement or contract
between the parties.
19. DESTRUCTION OF RECORDS
NATC Is authorized to destroy or otherwise dispose of any and all documents, papers, Instructions, correspondence and other material
pertaining to this escrow at the expiration of five years from the close of escrow or cancellation thereof, without liability and without further
notice to parties in the transaction.
20. CHANGE OF OWNERSHIP
Revenue and Taxation Code Section 480.3 requires that Buyers complete a Preliminary Change of Ownership Report (PCOR) for all deeds and
other documents which reflect a change in ownership of real property. If such PCOR is not presented at time of recording, or is Incomplete, a
fee of $20 or as required by law will be charged to the appropriate party. NATC is relieved of all liability or responsibility as to the validity,
sufficiency or preparation of said PCOR.
21, INTERNAL REVENUE SERVICE REPORTING REQUIREMENTS
The parties acknowledge that NATC may be required to report this real estate transaction, or aspects thereof, to the Internal Revenue
Service. The parties authorize NATC to make such reporting as it deems necessary, and agree to hold NATC harmless from such reporting.
The parties also agree,to provide to NATC all documentation and Information requested by NATC to comply with reporting requirements.
(CONTINUED)
Seller's Initials Buyer's Initials
Date: 02 35 2009 (Revised April 15, 2009) Escrow Number: 91401-907609-09
i W.
Additional instructions made a part of previous pages as If fully incorporated therein. Page 4 of 9
22. FOREIGN INVESTOR REAL PROPERTY TAX ACT(S)
Under Section 1445 of the Internal Revenue Code as amended ("Section 1445"), the Foreign Investment in Real Property Tax Act ("FIRPTA"),
every Buyer of U.S. real property must, unless an exemption applies, deduct and withhold from Seller's proceeds ten percent (10%) of the
gross sales price. NATC is released from and shall have no liability, obligation or responsibility with respect to: (a) withholding of funds
.pursuant to Section 1445, or (b) advising the parties as to the requirements of such section, (c) determining whether the transferor is a
foreign person under such Section, or (d) obtaining a non -foreign affidavit or other basis for an exemption from withholding under such
Section, or otherwise making any inquiry concerning compliance with such Section by any party to the transaction.
State Withholding & Reporting for closings after January 1, 2003: Under California Law (Rev & Tax Code 18662 & 18668) a buyer may be
required to withhold and deliver to the Franchise Tax Board (FTB) either (a) an amount equal to three and one-third percent of the sales price
or (b) elect an altemate withholding amount based on applying the maximum tax rate to the seller's estimated gain, in the case of disposition
of Califomla real property Interest ("Real Property") by either: 1) a seller who is an individual or when the disbursement instructions authorize
the proceeds to be sent to a financial intermediary of seller, or 2) a corporate seller that has no permanent place of business In California. If
the seller elects an alternate withholding amount, the maximum tax rates are as follows: (a) 9.3% for Individuals, (b) 8.84% for corporations,
and (c) 10.84% for banks and financial corporations. Buyer may be subject to a penalty (equal to the greater of 10% of the amount
required to be withheld or $500) for failing to withhold and transmit the funds to FTB in the time required by law. Buyer is not required to
withhold any amount and will not be subject to penalty for failure to withhold if: a) the sale price of the Real Property does not exceed
$100,000; b) the seller executes a written certificate under penalty of perjury certifying that the seller is a corporation with a permanent place
of business in California; or c) the seller, who is an individual, executes a written certificate under penalty of, perjury certifying one of the
following: (I) the Real Property was the seller's principal residence (as defined in IPC 121); (11) the Real Propeft was last used as seller'
principal residence without regard to time period; (III) the Real Property is or will be exchanged for property of like kind (as defined in IRC
1031) and that the seller Intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for
California income tax purposes under IRC 1031; (iv) the Real Property has been compulsorily or involuntarily converted (as defined in IRC
1033) and the seller intends to acquire property similar or related in service or use as to be eligible for nonrecognition of gain for California
income tax purposes under IRC 1033; or (v) the Real Property sale will result in loss of California income tax purposes. Seller is subject to
penalties for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding laws. FTB may grant reduced withholding and
waivers from withholding on a case -by -case basis for corporations or other entities.
For additional Information regarding California withholding, contact the Franchise Tax Board at (toll free) 888-792-4900), or by e-mail at
urws@ftb.ca.gov or visit their website at www,ftb.ca.gov
23. DISCLOSURE OF TAXPAYER IDENTIFICATION NUMBERS
Internal Revenue Code Section 6109(h) imposes requirements for fumishing, disclosing and including taxpayer Identification numbers In tax
returns on the parties to a residential real estate transaction Involving seller -provided financing. The parties understand that the disclosure
reporting requirements are exclusive obligations between the parties to this transaction and that NATC is not obligated to transmit the
taxpayer Identification numbers to the Internal Revenue Service or to the parties. NATC is not rendering an opinion concerning the effect of
this law on this transaction, and the parties are not relying upon any statements made or omitted by the escrow or dosing officer.
To facilitate compliance with this law, the parties to this escrow hereby authorize NATC to release any party's taxpayer identification number
to any requesting party who Is a party to this transaction. The requesting party shall deliver a written request to escrow. The parties hereto
waive all rights of confidentiality regarding their respective taxpayer identification numbers and agree to defend, indemnify, and hold NA7rC
harmless from and against any fees, costs, or judgements Incurred and/or awarded in connection with the release of taxpayer identification
numbers.
24. "FAX/ ELECTRONIC" TRANSMISSIONS
NATC is authorized to accept and rely upon instructions and amendments thereto as such may be submitted via facsimile machines ("FAX")
OR electronic media . The parties hereby agree and Instruct Escrow Holder to rely upon such documents bearing original signatures. The
parties hereby agree to provide to Escrow Holder the original documents within 72 hours of transmission. The parties further acknowledge
and agree that documents necessary for recording by the County Recorder must contain original/notarized signatures, and therefore, non -
receipt of the original document (s) to record can delay the close of Escrow.
25. AGREEMENT OF CO-OPERATION (Unjust Enrichment)
In the event that any party to this escrow received funds or is credited with funds that they are not entitled to, for whatever reason, they
agree upon written demand, to return said funds to the proper party entitled or to the escrow for disbursement. In the event that suit is
brought to enforce the return of said funds, the parties agree to reimburse the prevailing party to reasonable Attorney Fees.
26, OFFICIAL BUSINESS HOURS:
North American Tide Companies official business hours are 8am through 5pm Monday through Friday, unless otherwise posted.
27, MISCELLANEOUS FEES:
The Buyer (s)/Borrower (s) hereby agree to pay an elec.tronic delivery fee in the event lender chooses to send the loan documents
electronically. North American Title Company may also charge a fee for special courier services, a per check charge for payment of consumer
debt (credit cards and other non -secured loans), a wiring fee for the wiring of funds due the lender to satisfy an existing loan and/or the
proceeds due the Seller (s), Buyer (s), Borrower (s), and for drawing any additional documents necessary to close this transaction.
28. CONTINGENCY PERIODS:
Escrow Holder shall not be responsible for monitoring contingency time periods between the parties. The parties shall execute such
documents as may be requested by Escrow Holder to confirm the status of any such period.
29. IMPORTANT NOTICE:
Except for wire transfers, funds remitted to the Escrow are subject to availability requirements by Sections 123413,1 of the Califomla
Insurance Code. CASHIERS, CERTIFIED OR TELLER!S checks, payable to North American Title Company are generally available for
disbursement on the next business day following the date of deposit to North American Title Companies Trust Account.
Other forms of payment may cause extended delays In the closing of your transaction pursuant to the requirements Imposed by State Law -
(Wire transfer information available upon request,)
(CONTINUED)
Seller's Initials I- Buyer's Initials
Date: _R2/ 09 (Keyl�sed !�pril.15, ZO-09)-..-..-- Escrow Number: 91401-907609-09
. _Z5/10_ __ -
Additional instructions made a part of previous pages as if fully incorporated therein. Page 5 of 9
IMPORTANT NOTE REGARDING WIRING OF FUNDS
ACH Funds - Automatic Clearing House
North American Title Company will not accept funds in the form of ACH transfers
30. ESCROW INSTRUCTIONS, COUNTERPART APPROVAL AND SEVERABILM
Any escrow instruction, amendment or supplement to these instructions must be in writing.
Collectively, these escrow instructions constitute the entire escrow between the escrow holder and the
parties. These escrow instructions, amendments and supplements may be executed in one or more
counterparts, each of which independently shall have the same effect as if it were the original, regardless
of date of execution or delivery, and all of which taken together shall constitute one and the same
instructions. In these instructions, whenever the context so requires, the masculine gender includes the
feminine and/or neuter, and the singular includes the plural. In the event one or more of these General
Provisions is held to be invalid in judicial, administrative or other proceedings, the remaining General
Provisions will continue to be operative. Should there be any conflict between these General Provisions
and any other agreements of which these General Provisions are a part, all the terms and conditions of
these General Provisions shall control as to NATC. Once the parties have performed and/or satisfied all
conditions to escrow, NATC is authorized to close escrow without further instruction or authorization,
31. ALL PARTIES ACKNOWLEDGE THAT NORTH AMERICAN TITLE COMPANY HAS NOT GIVEN AND WILL
NOT GIVE ANY LEGAL, TAX, REAL ESTATE OR INVESTMENT ADVICE IN THE ESCROW, NOR HAS IT
MADE NOR WILL IT MAKE ANY INVESTIGATION, REPRESENTATIONS, OR ASSURANCES AS TO SUCH
MATTERS OR AS TO COMPLIANCE OF THIS TRANSACTION WITH ANY TAX, SECURITIES, OR ANY
OTHER FEDERAL OR STATE LAWS OR REGULATIONS. NORTH AMERICAN TITLE COMPANY
RECOMMENDS THAT THE PARTIES SEEK AND OBTAIN INDEPENDENT LEGAL COUNSEL AND OTHER
PROFESSIONAL ADVICE AS To ALL SUCH MATTERS.
THE ESCROW HOLDER IS NORTH AMERICAN TITLE COMPANY, INC., WHICH IS LICENSED BY THE
CALIFORNIA DEPARTMENT OF INSURANCE.
SELLER:
0. E. Clark Paper Box Go., a California
corporation
By: Oliver E. Clark 111, President
MAILING ADDRESS
(AFTER CLOSE OF ESCROW):
Home Telephone:
Work Telephone:
Cell Phone:
Email Address:
BUYER:
City of Vernon, E� body corporate and politic
By( fiff 4/harrison, City Attorney
MAILING ADDRESS
(AFTER CLOSE OF ESCROW):
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Seller's Initials (C I ONTINUED) —1
Buyer's Initials 949 -
scrpwfLumb(Lrj91401-907609-09
Additional instructions made a part of previous pages as If fully Incorporated therein. Page 6 of 9
EXHIBIT A
LOT 10 OF TRACT 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.
EXCEPT THE EAST 100 FEET OF SAID LAND.
(CONTINUED)
Seller's Initials Buyer's Initial
S*
j, Date:_ 02125/2009 (Revised A 1[ 15, 2009) Escrow Number: 91401-907609-09
Additional instructions made a part of previous pages as If fully Incorporated therein. Page 7 of 9
--- SELLER'S INSTRUCTIONS AS TO DISBURSEMENT OF PROCEEDS AT CLOSE OF ESCROW:
TO: North American Title Company
R E: 91401-907609-09
Upon the close of the above referenced escrow, you are instructed to disburse the net proceeds due the undersigned as
follows:
Check for sale/loan proceeds will be picked up at your office.
Check is to be (delivered to) [] (picked up by) R my real estate agent.
Mail check to:
wire transfer fundsandcharge a transfer fee to the account of the undersigned i n the
amount of $25.00 for domestic and $50.00 for international wire, North American Title
does not guarantee the time of arrival of funds at receiving bank.
Name of Bank:
Address of Bank:
Phone # of Bank:
ABA # of Bank:
Account #:
Name on Account:
For credit to:
Contact your bank for ABA number. Do not rely on the ABA number located
on the bottom of your check or deposit slip
wire transfer funds to Escrow # and charge a transfer fee to the
account of the undersigned in the amount of $25.00 for domestic and $50.00 for
international wire if wiring funds to another Title/Escrow Company. North American
Title Company does not guarantee the time of arrival of funds at other
Title/Escrow Company's bank.
Name of Company:
Address of Company:
Phone # of Company:
Contact Person:
Other instructions:
0. E. Clark Paper Box Co., a California corporation
Signature: Oliver E. Clark III,
Title: President
(CONTINUED)
Seller's Initials Buyer's Initials
Date: U2,L512qq? -,.--.E,scrow N-u.mbe-.r:-914.01-90,7-6.09.-0,9-.-,---,--
ns made a part of previous pages as if fu1]y_iricorporab6d_tKr,1n'.' Pag e 8 of 9
Privacy Policy Notice
We at the North American Title Group family of companies take your privacy very seriously. This Notice is being given on
behalf of each of the companies listed belowl (the "North American Title Companies"), as well as on behalf of North
American Advantage Insurance Services, LLC. It explains our policy regarding the personal information of our customers
and our former customers.
OUR PRIVACY POLICIES AND PRACTICES
The North American Title Compan
1 . Information North American Title Companies collect, and the sources from which we collect it: On forms
related to your real estate transaction, North American Title Companies collect personal information that you, our affiliates
or third parties have provided to us, such as, for example, your name, address, and sale price of your home. All of the
information that we collect is referred to in this notice as "NAT Collected Information".
2. What information North American Title Companies disclose to our affiliates: From time to time, as permitted
by law, the North American Title Companies may share NAT Collected Information with each other and with North
American Advantage Insurance Services, LLC ("NAAIS") about customers and former customers. You may ask us not to
share NAT Collected Information among the North American Title Companies and NAAIS by writing to us and letting us
know at: North American Title Group, Inc., Attention: Corporate Affairs, 700 NW 107th Avenue, Suite 300, Miami, FL
33172. Your request will not affect NAT Collected Information that the North American Title Companies are otherwise
permitted by law to share, such as, in certain circumstances, NAT Collected Information related to our experiences and
transactions with you.
3. What information North American Title Companies disclose to third parties:
If permitted by federal law and the law of your state, we may disclose some or all of the following
information to companies that perform 'marketing services on our behalf and to certain unaffiliated
insurance companies with whom we have joint marketing agreements: your name, current address,
purchased property address, and closing date.
We also may share NAT Collected Information about customers and former customers with other
unaffiliated third parties, as permitted by law. For example, NAT Collected Information may be shared in
certain circumstances (A) with companies involved in servicing or processing your account (B) with
insurance regulatory authorities, and (C) with law enforcement officials, to protect against fraud or other
crimes.
4. Your right to access your personal Information: You have the right to review your personal information that we
have on record about you, If you wish to review that information, please contact the local North American Title Company
office identified on the title insurance product to which this notice is attached or where you received this notice and give us
a reasonable time to make that information available to you. If you believe any information is incorrect, notify us, and if we
agree, we will correct it. If we disagree, we will advise you in writing why we disagree.
North American Advantage Insurance Services, LLC
I . Information North American Advantage Insurance Services, LLC ("NAAIS") collect and sources from which
we collect it: NAAIS collects personal information about You from you, our affiliates, or third parties on forms related to
your transaction with NAAIS or a North American Title Company, such as your name, address, or information about the
property that is or will be insured. We also receive information from companies, which compile and distribute public
records. All of the information that NAAIS collects, as described in this paragraph, is referred to in this notice as "NAAIS
Collected Information."
2. Information NAAIS may disclose to its affiliates or third parties: NAAIS may disclose NAAIS Collected
Information about you or others without your permission as permitted or required by law, including to the following types of
institutions for the reasons described:
To a third party or an affiliate if the disclosure will enable that party to perform a business, professional or
insurance function for us in connection with an insurance transaction involving you.
Additional Instructions Made a part of previous -pages as if fully Incorporated- therein, --Page 9-of 9
To an insurance institution, agent, or credit reporting agency in order to detect or prevent criminal activity, fraud or
misrepresentation in connection with an insurance transaction.
To an insurance institution, agent, or credit reporting agency for either this agency or the entity to whom we
disclose the information to perform a function in connection with an insurance transaction involving you.
To an insurance regulatory authority, law enforcement, or other governmental authority in order to protect our
interests in preventing or prosecuting fraud, or if we believe that you have conducted illegal activities.
3. Your right to access and amend your personal information: You have the right to request access to the
personal information that we record about you. Your right includes the right to know the source of the information and the
identity of the persons, institutions or types of institutions to whom we have disclosed such information within two (2)
years prior to your request. Your right includes the right to view such information and copy it in person, or request that a
copy of it be sent to you by mail (for which we may charge you a reasonable fee to cover our costs). Your right also
includes the right to request corrections, amendments or deletions of any information in our possession. The procedures
that you must follow to request access to or an amendment of your information are as follows:
To obtain access to your information: You should submit a request in writing to: North American Title Group, Inc.,
Attention: Corporate Affairs, 700 NW 107th Avenue, Suite 300, Miami, FL 33172. The request should include your name,
address, social security number, telephone number, and the recorded information to which you would like access. The
request should state whether you would like access in person or a copy of the information sent to you by mail. Upon
receipt of your request, we will contact you within 30 business days to arrange providing you with access in person or the
copies that you have requested.
To correct, amend, or delete any of your information: You should submit a request in writing to: North American Title,
Group, Inc., Attention: Corporate Affairs, 700 NW 107th Avenue, Suite 300, Miami, FL 33172. The request should include
your name, address, social security number, telephone number, the specific information in dispute, and the identity of the
document or record that contains the disputed information. Upon receipt of your request, we will contact you within 30
business days to notify you either that we have made the correction, amendment or deletion, or that we refuse to do so
and the reasons for the refusal, which you will have an opportunity to challenge.
SECURITY PROCEDURES
We restrict access to NAT Collected Information and NAAIS Collected Information about you to individuals who need to
know such information in order to provide you with your product or service. We maintain physical, electronic and
procedural safeguards to protect NAT Collected I nformation and NAAIS Collected Information about you.
CHANGES TO OUR PRIVACY POLICY
This Notice reflects our privacy policy as of February 1, 2008. We reserve the right to change, modify or amend this policy
at any time. Please check our Privacy Policy periodically for changes.
1The North American Title Group Family of Companies are: North American Title Company, North American Title Insurance Company, North American Title
Alliance, LLC, North American Title Florida Alliance, LLC, North American Services, LLC, North American Exchange Company, North American Title Agency,
North American Abstract Agency and North American Legal Services, L.L.C.
ACKNOWLEDGEMENT
Your receipt of a copy of the preliminary report, commitment, your policy of insurance, or escrow documents accompanied
by this Notice will constitute your acknowledgment of receipt of this Privacy Policy Notice.
BOE-502-A (Front) Rev. 10 (8-07)
PRELIMINARY CHANGE OF OWNERSHIP REPORT
[To 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: Oliver E. Clark, III and Jean A. Clark
BUYER/TRANSFEREE: City of Vernon
ASSESSOR'S PARCEL NUMBER(S): 6308-002-010
PROPERTY ADDRESS OR LOCATION: 2724 Leonis Boulevard
Vernon, CA 90058
MYL TAX INFORMATION TO: Name:
&_... it A __0— Address:
IAGF I%f IL r f Phone Number (8 a.m. - 5 p.m.): I I
NOTICE: A lien for property taxes applies to your property on January I of each year for the taxes owing In the following fiscal year, July I 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 I 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.
The property, which you acquired, may be subject to a supplemental assessment In an amount to be determined by the County Assessor. For further Information on your
supplemental roll obligation, please call the County Assessor's Office.
PARTI: TRANSFER INFORMATION (please answer all e7vasftns)
Yes No
F-1 F_� A. Is this transfer solely between husband and wife (addition of a spouse, death of a spouse, divorce settlement, etc.)?
F_j F-1 B. Is this transaction only a correction of"the name(s) of the person(s) holding title to the property (for example, a name change upon
marriage)? Please explain
F__1 F7 C. Is this document recorded to create, terminate, or reconvey a lender's interest in the property?
F-1 D. Is this transaction recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest
(e.g. cosigner)? Please explain
E. Is this document recorded to substitute a trustee of trust, mortgage, or other similar document?
F. Did this transfer result In the creation of a joint tenancy In which the seller (transferor) remains as one of the joint tenants?
F7 F-1 G. Does this transfer return property to the person who created the joint tenancy (original transferor)?
H. Is this transfer of property:
F-1 F-1 1. to a revocable trust that may be revoked by the transferor and is for the benefit of the 7 transferor F� transferor's spouse?
71 El 2. to a trust that may be revoked by the Creator/Grantor who is also a joint tenant, and which names the other joint tenant(s) as
beneficiaries when the Creator/Grantor dies?
F-1 7 3. to an irrevocable trust for the benefit of the F-1 creator/Grantor and/or F7Grantor's spouse?
F-1 7 4. to an Irrevocable trust from which the property reverts to the Creator/Granbor within 12 years?
F-1 7 1. If this property is subject to a lease, Is the remaining lease term 35 years or more including written Options?
F-1 F-1 *J. Is this a transfer between, parent(s) and child(ren)? 0 or from grandparent(s) to grandchild(ren)?
F_� F-1 *K. Is this transaction to replace a principal residence by a person 55. years of age or older?
Within the same county? F_� Yes 7 No
*L. Is this transact -ion to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code Section
69.5? Within the same county F1 Yes F-1 No
M. Is this transfer solely between domestic partners currently registered with the California Secretary of State?
*If you checked yes to 1, K, or L, you may qualify for a property tax reassessment exclusion, which may result in lower taxes on your property. If you do not file a
claim, your property will be reassessed.
Please provide any other Information that would help the Assessor to understand the nature of the transfer.
if the conveying document constitutes an exclusion from a change in ownership as defined In Section 62 of the Revenue and Taxation Code for any reason other than
those listed above, set forth the specific exclusions claimed:
Please answer all questions in each section. If a question does not apply, Indicate With INIA.' Sign and Date at bottom of second page.
PART 11: OTHER TRANSFER INFORMATION
A. Date of transfer if other than recording date
B. Type oftransfer. (please check appropriate box),
'M Purchase 0 Foreclosure Gift Trade or Exchange Merger, Stock, or Partnership Acquisition
Q Contract of Sale - Date of Contract
7 Inheritance - Date of Death E] Other (please explain):
E] creation of a Lease Assignment of a Lease E] Ternnination of a Lease EJ Sale/Leaseback
F7 Date lease began
F� Original term in years (including written options)
Remaining term in years (including written options)
Monthly Payment Remaining Term:
C. Was only a partial interest in the property transferred? E] Yes [—] No If yes indicate the percentage transferred
Piease-write Assesioes Parcel Number(s): 6308-002-010
Please answer, to the best of your knowledge, all applicable questions, then sign and date. If a question does not apply, indicate with "NIA.
PART III: PURCHASE PRICE AND TERMS OF SALE
A. CASH DOWN PAYMENT OR value of trade or exchange (excluding closing costs)
Amount $
B. FIRST DEED OF TR I UST @ % interest for years. Pymts./Mo. = $ (Prin. & Int. only) Amount $
[:1 FHA( (Discount Points) El Fixed rate [_1 New loan
EJ Conventional El variable rate EJ Assumed existing loan balance
F_J VA( Discount Points) All inclusive D.T. ($ Wrapped) E] Bank or savings & loan
Ej Cal -Vet L' oan carried by seller Finance company
Balloon payment El Yes No Due Date Amount $
C. SECOND DEED OF TRUST @ % interest for _ years. Pymts./Mo. = $ (Prin. & Int. only) Amount $
El Bank or savings & loan [:1 Fixed rate New loan
El Loan carried by seller 1:1 Variable rate Assumed isting loan balance
Balloon payment El Yes 0 No Due Date
_,-1 Amount $
D. OTHER FINANCING: Is other financing involve d not covered in (b) or (c) above? El Yes Amount $
Type @ % interest for years. Pymts./Mo. :5�4 (Prin. & Int. only)
Bank or savings & loan Fixed rate r w loan
Loan carried by seller r 1 variable rate A surned existing loan balance
Balloon payment El Yes F #
I No Due Date Amount $
E. WAS AN IMPROVEMENT BOND ASSUMED BY THE BUYER? Yes 0 N Outstanding Balance: Amount $
. I
F. TOTAL PURCHASE PRICE (or acquisition price, if traded or exchanged, in de r al state mmissionifpaid)
T TAI 'TE OUGH E
L
me
G. PROPERTY PURCHASED [] Through a broker Direct fromn /sler From a amily meZmb 7 er(please explai
I
If purchased through a broker, provide broker's name and F i ber:
Please explain any special terms, seller concessions, or financing4ancj/any
and terms of sale:
PART
A. TYPE OF PROPERTY TRANSFERRED:
Single-family residence
Multiple -family residence (no. of units:
ElCommercial/lindustrial
El Other (Description: i.e., timber, miner te�rrlghts, et
y ,e
B. IS THIS PROPERTY INTENDED A� PRIWIPAL RE�S
understand the purchase price
,Kgri ultural F1 Timeshare
o-op/Own-your-own manufactured home
Condominium unimproved lot ,
�?es I I No
If yes, enter date of occupancy nl/ / , 20�or intended occupancy 20_
(rNnth) (day)
� / ly, ?) (month) (day) (year)
C. IS PERSONAUBUSINESS PROPERTXLNAUDED IN PURCHASE PRICE Le., furniture, farm equipment, machinery, etc.)
(other than a manufactured home subject to local property tax)? El Yes LJ No
If yes, enter the value of the personal/business property included in the purchase price $ (Must attach itemized list)
D. IS A MANUFACTURED HOME INCLUDED IN PURCHASE PRICE? [:1 YesEl No
If yes, how much of the purchase price is allocated to the manufactured home? $
Is the manufactured home subject to local property tax? Yes [:] N 0 What is the decal number?
E. DOES THE PROPERTY PRODUCE INCOME? Yes No If yes, is the income from:
F1 Lease/Rent El contract F1 mineral rights F-1 Other (please explain):
F. WHAT WAS THE CONDITION OF THE PROPERTY AT THE TIME OF SALE?
El Good El Average [:1 Fair El Poor
Please explain the physical condition of the property and provide.any other information (such as restrictions, etc.) thatwould assistthe Assessor in determining
the value of the property:
CERTIFICATION
OWNERSHIP TYPE (V)
Proprietorship 17
Partnership
certify that the foregoing is true, correct and complete to the best of my knowledge and belief
Corporation
This declaration is binding on each and every co-owner andlor partner
Other Municipality
NAME OF NEW OWNER/CORPORATE OFFICER
TITLE
Jeff A. Harrison
City Attorney
SIG RE OF NE WNER/CORPOSCATE OFFICER
DATE
April20,2009
NAMEfJNT'J'0t
ad or printed)
FEDERAL EMPLOYER ID NUMBER
I r
City Ver
r'
n
V
ADDRESS (typed or printed)
PHONE NUMBER (8 a.m. - 5 p.m.)
E-MAIL ADDRESS (optional)
4305 Santa Fe Avenue, Vernon, California 90058
1(323) 583-8811 1
(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.($20). American LegalNet, Inc.
BOE-502-A (BACK) REV. 10 (8-07) ASSR-70 (Rev. 08/07) www.FormsWorkflow.com
Date: 02/2,5/2009. (Revised April 15, 2009)
Additional instructions made a part of previous pages as if fully incorporated therein.
Escrow Number: 91401-9076aa-09
Page I of 9
ILENORTH
,4=AMERICAN
IrTITLE
m COMPANY
Like Clockwork@
TO: North American Title Company
101 North Brand Blvd., Suite 1800
Glendale, CA 91203
(818)240-4912 Fax No. (818)551-5327
ESCROW OFFICER: Tina DeBow
ESCROW NO: 91401-907638-09
DATE: February 26, 2009
(Revised April 15, 2009)
Re: Property address: 2724 Leonis Blvd., Vernon, CA 90058 APN: 6308-002-010 (hereinafter referred
to in the Agreement as Parcel B), Seller: Clark Trust.
MEMO BOX:
Buyer has deposited with Escrow initial deposit as called for in the Agreement: $ 55,320.00
Balance due prior to closing, without closing costs $ 2,157,680-00
Total Consideration $ 2,213,000.00
The attached copy of the Commercial Real Estate Association, Standard Offer, Agreement and Escrow Instructions for
Purchase of Real Estate (Non -Residential) dated February 4, 2009 (hereinafter referred to as the "Agreement'% shall
constitute your escrow instructions. The following instructions are given you to utilize said "Agreement" as your escrow
instructions, which are as follows (in the event of a conflict between the Agreement and these instructions, the
Agreement shall control):
1. The date to be considered as the "Date of Agreement" as set forth In Section 1.2 and in other referenced areas of the
Agreement is hereby established as being February 25, 2009.
2. The "Closing Date" as referenced In Section 1.1 of the Agreement, shall be established at a later date, which shall be a
date which is mutually agreed to by the Parties in writing, and is estimated to be on or before 3une 25, 2009 (said
date being 30 days after the expiration date of Buyer's contingencies, as referenced in Paragraphs 7 and 23 of the
Agreement.
3, Buyer's signature on these instructions shall constitute Buyer's acknowledgment of a copy of the current preliminary
report dated as of January 23, 2009, issued by North American Title Company, under Order No. 907609, together with
copies of underlying documents, thereby satisfying this requirement.
4. Escrow Holder Is hereby authorized and instructed to order a natural hazard disclosure report from JCP/LGS, at Seller's
expense, to be paid at close of escrow, from Seller's funds, In the approximate amount of $89,95, and deliver or cause to
be delivered a copy of the same, through escrow, to Buyer and Seller for their written acknowledgement of receipt of the
same, within the time period specified in the Agreement. Escrow's duties with same are limited to the duties set forth
herein and nothing else.
5. The time limit expiration dates for this escrow pertaining to the satisfaction of the Buyer's contingencies as set forth in
Paragraphs 7.2 and 23 of the Agreement, is hereby established to be May 26, 2009 (said date being 90 days from Date of
Agreement).
6. The close of escrow is contingent upon the close of Escrow No. 907609-TD, wherein Buyer is purchasing the subject
property commonly known as 2716 Leonis Blvd., Vernon, CA 90058, and said other escrow shall record concurrently
herewith.
7. Escrow Holder is hereby authorized and instructed to prepare a Grant Deed, for the conveyance by Seller to Buyer of the
subject property, which is legally described as per the legal description attached hereto as Exhibit "A" and incorporated
herein by this reference.
(CONTINUED)
Seller's Initials Buyer's Initials
Pate: 0Z1?,.P/?Q09. (Revised April 15, 2009) Escrow Number: 91401-907638-09
Additional instructions made a part of previous pages as if fully incorporated therein. Page 2 of 9
8. The Buyer and Seller acknowledge that depending on the type (commercial and/or industrial) and location (city) of the
Subject real- property in this escrow,- there may -be disclosures, as well as -civil ordinance requirement(s) that -would -affect
the transfer of the real property. Escrow Holder urges both the Buyer and the Seller to seek appropriate counsel to
ascertain what disclosures/civil ordinances requirements and will comply with the same outside of escrow. Unless
otherwise instructed in writing by the parties regarding these matters, Escrow Holder shall have'no responsibilities or
liabilities in connection herewith.
9. The foregoing terms, conditions and instructions, including the "General Provisions" identified as items 1 through
31 hereto, (as if fully set forth herein), have been read and are understood by each of the undersigned, who hereby
agree to, concur with, approve and accept the same in their entirety. In the event of a conflict between the General
Provisions and the Agreement, the Agreement shall control.
GENERAL PROVISIONS
1. DEPOSIT AND DISBURSEMENT OF FUNDS/CHECK REISSUE
All funds received in this escrow shall be deposited with other escrow funds in a general escrow account or accounts of North American Title
Company, Inc. (hereinafter referred to as "NATC") with any state or national bank or savings and loan, and may be transferred to any other
such general escrow account or accounts. Said funds will not earn interest unless specifically Instructed. NATC shall have no obligation to
account to parties in any manner for the value of, or pay to parties, any benefit received by NATC, directly or indirectly, by reason of the
deposit of the escrowed funds or the maintenance of such accounts with that bank, Those benefits may include, without limitation, credits
allowed by that bank on loans to NATC and on accounting, reporting and other services and products of that bank and earnings on
Investments made with the proceeds of such loans. Any such benefits shall be deemed additional compensation earned by NATC for its
services as escrow holder. All disbursements shall be made by check of NATC. NATC shall not be responsible for any delay in closing if funds
received by escrow are not available for immediate withdrawal. NATC Is authorized not to close escrow or disburse until good funds as
provided for in California Insurance Code Section 12413.1 ("AB512") have been confirmed in escrow. if any check submitted to escrow is
dishonored upon presentment for payment, you are authorized to notify all principals and/or their respective agents of such nonpayment.
In the event any check(s) Issued through the escrow or subescrow process, per the attached Sellers/Buyers/Borrowers Statement, are
uncashed or unnegodated ("uncashed") for a period of 150 days after NATC's original issuance of such check(s), then NATC Is authorized and
Instructed to cancel such check(s) and reissue to the same payee(s). The undersigned, both for himself/herself and for any third party
payee(s), recognIze(s) that NATC Incurs significant expense in tracking uncashed checks, canceling and reissuing checks, and maintaining
bank and accounting records of such checks. Since these activities by NATC would be addibonal services not otherwise contemplated and
therefore not compensated by NATC's other fees and charges as shown on the attached Sellers/Buyers/Borrowers Statement, the undersigned
acknowledges that a reasonable charge by NATC for such additional services Is and will be fifty dollars ($50.00), which will be deducted from
the payee's reissued check(s). In the event NATC Is requested by payee to cancel and reissue any check prior to the 150 days, NATC is
authorized to charge $50 as its fee for such service.
If the original canceled check is in an amount of $50 or less, then NATC is authorized and instructed to charge and pay to itself as its fee the
entire amount of the check as canceled. NATC has sole discretion and authority to determine when it may be proper not to charge such $50
fee for these services.
if any uncashed reissued check also remains uncashed for a period of 150 days, then NATC is authorized and instructed to process the
remaining funds for escheatment to the State of California, in accordance with NATC's customary escheatment procedures.
2. CLOSE OF ESCROW
The phrase "close of escrow" (or "COE" or "CE") as used in this escrow means the date on which documents are recordedr unless otherwise
specified.
3. DELIVERY, RECEIPT AND NOTICES
All written notices, communications, changes of Instructions and documents Intended for NATC are required to be delivered timely at the
office of NATC as set forth herein, Delivery to the parties as used in these instructions Is to be by regular mail, and receipt is deemed to be
72 hours after such mailing unless otherwise stated herein. All documents, balances and statements due the undersigned are to be mailed to
the respective addresses shown below, unless otherwise directed. Delivery of documents by Escrow to a real estate broker shall be deemed
delivery to the principal.
4. PRORATION, ADJUSTMENTS AND DEMANDS
Unless otherwise specified In writing, all prorations or adjustments are to be made as of close of escrow on the basis of a 30-day month.
NATC is to use the information contained In the latest available real property tax statement, without regard to any reassessments or
subsequent changes. Real property tax bills or statements issued after close of escrow shall be handled directly between the parties outside
of escrow. NATC is Instructed to assume and shall be fully protected in assuming that all information (for example, association fees, rents,
rental deposits, insurance, Insurance premiums, beneficiary statements) provided to NATC by the patties or their agent(s) Is correct. NATC Is
authorized to pay all encumbrances necessary to place litle in condition called for herein, including but not limited to prepayment penalties,
without further approval of the undersigned. Application of payoff funds: Should a check or wire be deemed unacceptable by lenders,
creditors, fien holders or beneficiary of a Deed of Trust, you are authorized to act on our behalf In requesting the funds, as, well as any
balance in an impound account, be applied towards the balance due.
S. SUPPLEMENTALTAXES
The parties acknowledge that the subject property may be subject to real property supplemental taxes due as a result of change of ownership
taking place through this escrow, prior changes in ownership, or improvements of the subject property. Any adjustment due on receipt of a
supplemental tax bill will be made by the patties outside of this escrow and NATC is released from all liability in connection with same,
(CONTINUED)
Seller's Initials Buyer's Initials
Date: 02/26/2009 (Revised April 15, 2009) Escrow Number: 91401-9Q7638-09
Additional Instructions made a part of previous pages as if fully incorporated therein, Page 3 of 9
6. UTILITIES, WATER, GARBAGE AND ENVIRONMENTAL ISSUES
--Transfer-of utilities, water, and -garbage -service, or any interruptions -or cancellations thereof are -to -be -settled- by the-pardes-directly and
outside of escrow. NATC shall, not be responsible for any late payments or nonpayment of any of these services, It is acknowledged that
NATC has made no investigation concerning the property as to environmental or hazardous materials issues, and NATC Is released of any
responsibility or liability in connection with such Issues,
7. POSSESSION
Possession of the subject property shall be settled by the parties, and NATC shall not be liable or responsible for such possession.
8. RECORDATION OF INSTRUMENTS
NATC Is authorized and Instructed to record any documents delivered through this escrow, the recording of which is necessary or proper in
the issuance of the requested policy or policies of title insurance. Recording Fees Include charges for services performed by North American
Title Company, Inc., in addition to an estimate of payments to be made to governmental agencies.
9. AUTHORIZATION TO FURNISH COPIES
NATC Is authorized to furnish copies of preliminary reports, inspection reports, escrow instructions, supplements, amendments or notices of
cancellations and closing statements in this escrow to the real estate broker(s) and.lender(s) referred to in this escrow. NATC may do so
without incurring liability to any party.
10. FIRE, FLOOD AND HAZARD INSURANCE
other than as may be specifically instructed by lender, NATC Is not to be concerned with nor make any inquiry as to any fire, flood, hazard
and other liability Insurance,
11. PERSONAL PROPERTY TAXES
No examination or assurance as to the existence, amount of payment of personal property taxes is required of NATC unless specifically
instructed.
12. ACTION IN INTERPLEADER
The parties expressly agree that NATC, as escrow holder, has the absolute right at its election to file an action in interpleader requiring the
parties to answer and litigate their several claims and rights among themselves. NATC Is authorized to deposit with the clerk of the court all
documents and funds held in this escrow, In the event such action is flied, the paffies jointly and severally agree to pay NATC's cancellation
charges and costs, expenses and reasonable attorney's fees which NATC is required to expend in this interpleader action. Upon the filing of
the action, NATC shall be fully released from all obligations to further perform any duties otherwise imposed by the terms of this escrow.
13. USURY
NATC is not to be concerned with any question of usury in the processing of this escrow and NATC is hereby released of any responsibility of
liability therefor.
14. CANCELLATION OF ESCROW
Any principal requesting that NATC cancel this escrow shall file notice of demand to cancel In NATC's office In writing. NATC shall within a
reasonable time there after mail or otherwise deliver one copy of such notice of demand to cancel to the principals or their respective agents.
Unless written objection to such notice of demand to cancel Is filed with NATC within fifteen (15) calendar days after the date NATC mailed or
delivered the initial notice of demand to cancel, NATC is authorized to cancel this escrow. If NATC cancels this escrow, It Is authorized to
return the documents to the parties, NATC Is, In any event, authorized to hold any money deposited in escrow until It Is In receipt of mutual
written Instructions signed by all parties or the order of a court of competent jurisdiction, concerning the disposition of such money. NATC
may return lender's papers and/or funds upon lender's demand, In the event of cancellation of this escrow, the fees and charges due NATC,
including expenditures incurred or authorized, shall be bome by the parties or decided by a court of competent jurisdiction.
15. CONFLICTING INSTRUCTIONS
Should NATC receive or become aware of any conflicting instructions, demands or claims with respect to this escrow or with respect to any
money or property deposited herein or affected, NATC shall have the right to. discontinue any or all further acts on Its part until In receipt of
consistent instructions or until the conflict is resolved to NATC's satisfaction. In the event that any dispute between the parties is submitted
to arbitration, NATC is authorized to follow the award or decision of such arbltrator(s), whether or not such arbitration award or decision is
"binding" or "final".
16. TERMINATION OF AGENCY OBLIGATIONS
If there is no action taken on this escrow for any six month period, NATC's agency obligation shall terminate at its option and NATC shall be
authorized to return all documents, monies or other items to the parties depositing same. This shall not limit NATCs right to withdraw as
escrow agent from this transaction at any time. In the event of termination of NATC's agency obligations, the parties shall pay its fees,
charges and any expenses incurred.
17. RIGHT OF RESIGNATION
NATC has the right to resign as escrow holder, upon reasonable written notice, and it is acknowledged that five calendar days shall be
deemed reasonable under this paragraph. If such right is exercised, NATC is authorized to return all funds and documents to the party who
deposited them and NATC shall have no further liability In this escrow.
18, MEMORANDA
NATC is to be concerned only with the directives specifically set forth in the escrow instructions and amendments hereto, and Is not to be
concerned with or liable for items designated as "memoranda" In the within escrow instructions, nor with any other agreement or contract
between the parties.
19. DESTRUCTION OF RECORDS
NATC Is authorized to destroy or otherwise dispose of any and all documents, papers, Instructions, correspondence and other material
pertaining to this escrow at the.expiration of five years from the close of escrow or cancellation thereof, without llab)lity and without further
notice to parties in the transaction.
20. CHANGE OF OWNERSHIP
Revenue and Taxation Code Section 480.3 requires that Buyers complete a Preliminary Change of Ownership Report (PCOR) for all deeds and
other documents which reflect a change in ownership of real property. If such PCOR Is not presented at time of recording, or Is Incomplete, a
fee of $20 or as required by law will be charged to the appropriate party. NATC Is relieved of all liability or responsibility as to the validity,
sufficiency or preparation of said PCOR.
21. INTERNAL REVENUE SERVICE REPORTING REQUIREMENTS
The parties acknowledge that NATC may be required to report this real estate tr-ansaction, or aspects thereof, to the Internal Revenue
Service. The parties authorize NATC to make such reporting as it deems necessary, and agree to hold NATC harmless from such reporting.
The parties also agree to provide to NATC all documentation and Information requested by NATC to comply with reporting requirements.
Seller's Initials
(CONTINUED)
Buyer's Initials
Date: .02/26/2DO9 (Revised April 15, 2009), Escrow Number: 91401-907638-09
Additional Instructions made a part of previous pages as if fully incorporated therein. Page 4 of 9
22. FOREIGN INVESTOR REAL PROPERTY TAX ACT(S)
Under Section -1445 of-the-Internal-Revenue-Code-as-amended-("SecUon 1445 "),-the-Foreign Investment in- Real- Property Tax-Act-(FIRPTA"), -
every Buyer of U.S. real property must, unless an exemption applies, deduct and withhold from Seller's proceeds ten percent (10%) of the
gross sales price. NATC is released from and shall have no liability, obligation or responsibility with respect to: (a) withholding of funds
pursuant to Section 1445, or (b) advising the parties as to the requirements of such section, (c) determining whether the transferor is a
foreign person under such Section, or (d) obtaining a non -foreign affidavit or other basis for an exemption from withholding under such
Section, or otherwise making any Inquiry concerning compliance with such Section by any party to the transaction.
State Withholding & Reporting for closings after January 1, 2003: Under California Law (Rev & Tax Code 18662 & 18668) a buyer may be
required to withhold and deliver to the Franchise Tax Board (FTB) either (a) an amount equal to three and one-third percent of the sales price
or (b) elect an alternate withholding amount based on applying the maximum tax rate to the seller's estimated gain, In the case of disposition
of California real property interest ("Real Property") by either: 1) a seller who Is an Individual or when the disbursement instructions authorize
the proceeds to be sent to a finandal intermediary of seller, or 2) a corporate seller that has no permanent place of business in California. If
the seller elects an alternate withholding amount, the maximum tax rates are as follows: (a) 9.3% for individuals, (b) 8.84% for corporations,
and (c) 10.84% for banks and financial corporations. Buyer may be subject to a penalty (equal to the greater of 10% of the amount
required to be withheld or $500) for failing to withhold and transmit the funds to FTB in the time required by law. Buyer is not required to
withhold any amount and will not be subject to penalty for failure to withhold if: a) the sale price of the Real Property does not exceed
$100,000; b) the seller executes a written certificate under penalty of perjury certifying that the seller is a corporation with a permanent place
of business in California; or c) the seller, who is an individual, executes a written certificate under penalty of perjury certifying one of the
following: (I) the Real Property was the seller's principal residence (as defined in IRC 121); (Ii) the Real Property was last used as seller'
principal residence without regard to firne period: (III) the Real Property Is or will be exchanged for property of like kind (as defined in IRC
1031) and that the seller intends to acquire property similar or related in service or use so as to be eligible for nonrecognition of gain for
Califonnia income tax purposes under IRC 1031; (iv) the Peal Property has been compulsorily or involuntarily converted (as defined in IRC
1033) and the seller intends to acquire property similar or related In service or use as to,be eligible for nonrecognitlon of gain for California
income tax purposes under IRC 1033; or (v) the Real Property sale will result in loss of California income tax purposes. Seller is subject to
penalties for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding laws. FTB may grant reduced withholding and
waivers from withholding on a case -by -case basis for corporations or other entities.
For additional Information regarding California withholding, contact the Franchise Tax Board at (toll free) 888-792-4900), or by e-mail at
urws@ftb.ca.gov or visit their website at www.ftb.ca.gov
23. DISCLOSURE OF TAXPAYER IDENTIFICATION NUMBERS
Interrial Revenue Code Section 6109(h) Imposes requirements for furnishing, disclosing and Including taxpayer identification numbers In tax
returns on the parties to a residential real estate transaction involving seller -provided financing. The parties understand that the disclosure
repordng requirements are exclusive obligations between the parties to this transaction and that NATC Is not obligated to b-ansmit the
taxpayer identification numbers to the Internal Revenue Service or to the parties, NATC Is not rendering an opinion concerning the effect of
this law on this transaction, and the parties are not relying upon any statements made or omitted by the escrow or closing officer.
To facilitate compliance with this law, the parties to this escrow hereby authorize NATC to release any party's taxpayer Identification number
to any requesting party who is a party to this transaction, The requesting party shall deliver a written request to escrow. The parties hereto
waive all rights of confidentiality regarding their respective taxpayer identification numbers and agree to defend, indemnify, and hold NATC
harmless from and against any fees, costs, or judgements incurred and/or awarded In connection with the release of taxpayer identification
numbers.
24. -FAX/ ELECTRONIC" TRANSMISSIONS
NATC is authorized to accept and rely upon instructions and amendments thereto as such may be submitted via facsimile machines ("FAX")
OR electronic media ..The parties hereby agree and Instruct Escrow Holder to rely upon such documents bearing original signatures. The
parties hereby agree to provide to Escrow Holder the original documents within 72 hours of transmission, The parties further acknowledge
and agree that documents necessary for recording by the County Recorder must contain original/notarized signatures, and therefore, non -
receipt of the original document (s) to record can delay the close of Escrow.
25. AGREEMENT OF CO-OPERATION (Unjust Enrichment)
In the event that any party to this escrow received funds or is credited with funds that they are not enfitled to, for whatever reason, they
agree upon written demand, to return said funds to the proper party entitled or to the escrow for disbursement. In the event that suit is
brought to enforce the return of said funds, the parties agree to reimburse the prevailing party to reasonable Attorney Fees.
26. OFFICIAL BUSINESS HOURS:
North American Title Companies official business hours are 8am through 5pm Monday through Friday, unless otherwise posted,
27. MISCELLANEOUS FEES:
The Buyer (s)/Borrower (s) hereby agree to pay an electronic delivery fee in the event lender chooses to send the loan documents
electronically. North American Title Company may also charge a fee for special courier services, a per check charge for payment of consumer
debt (credit cards and other non -secured loans), a wiring fee for the wiring of funds due the lender to satisfy an existing loan and/or the
proceeds due the Seller (s), Buyer (s), Borrower (s), and for drawing any additional documents necessary to close this transaction.
28. CONTINGENCY PERIODS:
Escrow Holder shall not be responsible for monitoring contingency time periods between the pardes. The parties shall execute such
documents as may be requested by Escrow Holder to confirm the status of any such period.
29. IMPORTANT NOTICE:
Except for wire transfers, funds remitted to the Escrow are subject to availability requirements by Sections 123413.1 of the California
Insurance Code. CASHIERS, CERTIFIED OR TELLERS checks, payable to North American Title Company are generally available for
disbursement on the next business day following the date of deposit to North American Title Companies Trust Account.
Other forms of payment may cause extended delays in the closing of your transaction pursuant to the requirements imposed by State Law -
(Wire transfer Information available upon request.)
(CON17NUED)
Seller's Initials Buyer's Initial
Date.. 02/21612009 (Revised.April 15, 2069) Escncow,Rum4er. 914Q1-9NQ�-Q9
Additional instructions made a part of previous pages as If fully incorporated -therein. Page 5 of 9
IMPORTANT NOTE REGARDING WIRING OF FUNDS
ACH- Funds - Automatic CleElring. House
North American Title Company will not accept funds In the form of ACH transfers
30. ESCROW INSTRUCTIONS, COUNTERPART APPROVAL AND SEVERABILITY
Any escrow instruction, amendment or supplement to these instructions must be in writing.
Collectively, these escrow instructions constitute the entire escrow between the escrow holder and the
parties. These escrow instructions, amendments and supplements may be executed in one or more
counterparts, each of which independently shall have the same effect as if it were the original, regardless
of date of execution or delivery, and all of which taken together shall constitute one and the game
instructions. In these instructions, whenever the context so requires, the masculine gender includes the
feminine and/or neuter, and the singular includes the plural. In the event one or more of these General
Provisions is held to be invalid in judicial, administrative or other proceedings, the remaining General
Provisions will continue to be operative. Should there be any conflict between these General Provisions
and any other agreements of which these General Provisions are a part, all the terms and conditions of
these General Provisions shall control as to NATC. Once the parties have performed and/or satisfied all
conditions to escrow, NATC is authorized to close escrow without further instruction or authorization.
31. ALL PARTIES ACKNOWLEDGE THAT NORTH AMERICAN TITLE COMPANY HAS NOT GIVEN AND WILL
NOT GIVE ANY LEGAL, TAX, REAL ESTATE OR INVESTMENT ADVICE IN THE ESCROW, NOR HAS IT
MADE NOR WILL IT MAKE ANY INVESTIGATION, REPRESENTATIONS, OR ASSURANCES AS TO SUCH
MATTERS OR AS TO COMPLIANCE OF THIS TRANSACT -ION WITH ANY TAX, SECURITIES, OR ANY
OTHER FEDERAL OR STATE LAWS OR REGULATIONS. NORTH AMERICAN TITLE COMPANY
RECOMMENDS THAT THE PARTIES SEEK AND OBTAIN INDEPENDENT LEGAL COUNSEL AND OTHER
PROFESSIONAL ADVICE AS TO ALL SUCH MATTERS.
THE ESCROW HOLDER IS NORTH AMERICAN TITLE COMPANY, INC., WHICH IS LICENSED BY THE
CALIFORNIA DEPARTMENT OF INSURANCE,
SELLER:
Oliver E. Clark, III and Jean A. Clark,
Trustees of the Oliver E. Clark III and Jean A.
Clark Family Trust dated October 12, 1983
Oliver E. Clark, 111, Trustee
Jean A. Clark, Trustee
MAILING ADDRESS (AFTER CLOSE OF ESCROW):
Home Telephone:
Work Telephone:
Cell Phone:
Email Address:
Seller's Initials - /.
BUYER:
City of Vernon, _0body corporate and politic
Bq�ff 1P arrison, City Attorney
MAILING ADDRESS
(AFTER CLOSE OF ESCROW):
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
(CONTINUED)
Buyer's Initials
Date; .02/26/2.0.09. (ReAsed Aprit 15, 2QQ9). Escrow Number: 91401-907 638-09
Additional instructions made a part of previous pages as if fully incorporated therein. Page 6 of 9
EXHIBIT A
THE EAST 100 FEET OF LOT 10 OF TRACT 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.
(CONTINUED)
Seller's Initials Buyer's Initials
Date: 02 /Z009 (genCispo Aprff 15, 2009) Escrow Number: 91401-907638-09
126
Additional instructions made a part of previous pages as if fully incorporated therein. Page 7 of 9
---------SELLER`S-INSTRUCTIONS AS -TO DISBURSEMENT OF--PROCEEDS-AT- CLOSE- OF -ESCROW:
TO: North American Title Company
RE: 91401-907638-09
Upon the close of the above referenced escrow, you are instructed to disburse the net proceeds due the undersigned as
follows:
Check for sale/loan proceeds will be picked up at your office.
Check is to be (delivered to) E] (picked up by) n my real estate agent.
Mail check to:
Wire transfer funds and charge a transfer fee to the account of the undersigned in the
amount of $25.00 for domestic and $50.00 for international wire. North American Title
does not guarantee the time of arrival of funds at receiving bank.
r
Name of Bank:
Address of Bank:
Phone # of Bank:
ABA # of Bank;
Account #:
Name on Account:
For credit to:
Contact your bank for ABA number. Do not rely on the ABA number located
on the bottom of your check or deposit slip
F1 wire transfer funds to Escrow # and charge a transfer fee to the
account of the undersigned in the amount of $25.00 for domestic and $50.00 for
international wire if wiring funds to another 7itle/Escrow Company. North American
Title Company does not guarantee the time of arrival of funds at other'
Title/Escrow Company's bank.
Name of Company:
Address of Company:
Phone # of Company:
Contact Person:
other instructions:
Signature: Oliver E. Clark III, Trustee Signature: 3ean A. Clark, Trustee
(CONTINUED)
Seller's Initials Buyer's Initials
Qatte: . 02/25/2QQ9
Additional instructions made a part of previous pages as if fully incorporated therein.
Escrow Number: 91401-907638-09
Page 8 of 9
Privacy Policy Notice
We at the North American Title Group family of companies take your privacy very seriously, TWis Notice is being given on
behalf of each of the companies listed belowl (the "North American Title Companies"), as well as on behalf of North
American Advantage Insurance Services, LLC, It explains our policy regarding the personal information of our customers
and our former customers.
OUR PRIVACY POLICIES AND PRACTICES
The North American Title Compani
1 . Information North American Title Companies collect, and the sources from which we collect it: On forms
related to your real estate transaction, North American Title Companies collect personal information that you, our affiliates
or third parties have provided to us, such as, for example, your name, address, and sale price of your home. All of the
information that we collect is referred to in this notice as "NAT Collected Information".
2. What information North American Title Companies disclose to our affiliates: From time to time, as permitted
by law, the North American Title Companies may share NAT Collected Information with each other and with North
American Advantage Insurance Services, LLC ("NAAIS") about customers and former c6stomers. You may ask us not to
share NAT Collected Information among the North American -Title Companies and NAAIS by writing to us and letting us
know at: North American Title Group, Inc., Attention: Corporate Affairs, 700 NW 107th Avenue, Suite 300, Miami, FL
33172. Your request will not affect NAT Collected Information that the North American Title Companies are otherwise
permitted by law to share, such as, in certain circumstances, NAT Collected Information related to our experiences and
transactions with you.
3. What information North American Title Companies disclose to third parties:
If permitted by federal law and the law of your state, we may disclose some or all of the following
information to companies that perform marketing services on our behalf and to certain unaffiliated
insurance companies with whom we have joint marketing agreements: your name, current address,
purchased property address, and closing date.
We also may share NAT Collected Information about customers and former customers with other
unaffiliated, third parties, as permitted by law. For example, NAT Collected Information may be shared in
certain circumstances (A) with companies involved in servicing or processing your account (B) with
insurance regulatory authorities, and (C) with law enforcement officials, to protect against fraud or other
crimes.
4. Your right to access your personal information: You have the right to review your personal information that we
have on record about you. If you wish to review that information, please contact the local North American Title Company
office identified on the title insurance product to which this notice is attached or where you received this notice and give us
a reasonable time to make that information available to you. If you believe any information is incorrect, notify us, and if we
agree, we will correct it. If we disagree, we will advise you in writing why we disagree.
North American Advantane Insurance Services, LL
I . Information North American Advantage Insurance Services, LLC ("NAAIS") collect and sources from which
we collect it: NAAIS collects personal information about you from you, our affiliates, or third parties on forms related to
your transaction with NAAIS or a North American Title Company, such as your name, address, or information about the
property that is or will be insured, We also receive information from companies, which compile and distribute public
records. All of the information that NAAIS collects, as described in this paragraph, is referred to in this notice as "NAAIS
Collected Information."
2, Information NAAIS may disclose to its affiliates or third parties: NAAIS may disclose NAAIS Collected
Information about you or others without your permission as permitted or required by law, including to the following types of
institutions for the reasons described:
To a third party or an affiliate if the disclosure will enable that party to perform a business, professional or
insurance function for us in connection with an insurance transaction involving you.
Additional instHuictions made a part of previous pages as if fully incorporated therein. Page 9 of 9
To an insurance institution, agent, or credit reporting agency in order to detect or prevent criminal activity, fraud or
misrepresentation in -connection with an insurance transaction. -
To an insurance institution, agent, or credit reporting agency for either this agency or the entity to whom we
disclose the information to perform a function in connection with an insurance transaction involving you.
To an insurance regulatory authority, law enforcement, or other governmental authority in order to protect our
interests in preventing or prosecuting fraud, or if we believe that you have conducted illegal activities.
3, Your right to access and amend your personall information: You have the right to request access to the
personal information that we record about you. Your right includes the right to know the source of the information and the
identity of the persons, institutions or types of institutions to whom we have disclosed such information within two (2)
years prior to your request, Your right includes the right to view such information and copy it in person, or request that a
copy of it be sent to you by mail (for which we may charge you a reasonable fee to cover our costs). Your right also
includes the right to request corrections, amendments or deletions of any information in our possession. The procedures
that you must follow to request access to or an amendment of your information are as follows:
To obtain access to your information: You should submit a request in writing to: North American Title Group, Inc.,
Attention: Corporate Affairs, 700 NW 107th Avenue, Suite 300, Miami, FL 33172. The request should include your name,
address, social security number, telephone number, and the recorded information to which you would like access. The
request should state whether you would like access in person or a copy of the information sent to you by mail. Upon
receipt of your request, we will contact you within 30 business days to arrange providing you with access in person or the
copies that you have requested.
To correct, amend, or delete any of your information: You should submit a request in writing to: North American Title
Group, Inc., Attention: Corporate Affairs, 700 NW 107th Avenue, Suite 300, Miami, FL 33172. The request should include
your name, address, social security number, telephone number, the specific information in dispute, and the identity of the
document or record that contains the disputed information. Upon receipt of your request, we will contact youmithin 30
business days to notify you either that we have made the correction, amendment or deletion, or that we refuse to do so
and the reasons for the refusal, which you will have an opportunity to challenge.
SECURITY PROCEDURES
We restrict access to NAT Collected Information and NAAIS Collected Information about you to individuals who need to
know such information in order to provide you with your product or service. We maintain physical, electronic and
procedural safeguards to protect NAT Collected Information and NAAIS Collected Information about you.
CHANGES TO OUR PRIVACY POLICY
This Notice reflects our privacy policy as of February 1, 2008. We reserve the right to change, modify or amend this policy
at any time. Please check our Privacy Policy periodically for changes.
rance Company, North American Title
1The North American Title Group Family of Companies are: Norlh,American Title Company, North American Title Insu
Alliance, LLC, North American Title Florida Alliance, LLC, North American Services, LLC, North American Exchange Company, North American Title Agency,
North American Abstract Agency and North American Legal Services, L.L.C.
ACKNOWLEDGEMENT
Your receipt of a copy of the preliminary report, commitment, your policy of insurance, or escrow documents accompanied
by this Notice will constitute your acknowledgment of receipt of this Privacy Policy Notice.
W. mn
INDUSTRIAL DEVELOPMENT DEPARTMENT
4305 Santa Fe Avenue, Vemon, Califomia 90058
Telephone (323) 583-8811
June 11, 2009
VIA U.S. MAIL
Ms. Tina DeBow
Senior Advisory Escrow Officer
North American Title Company
101 N. Brand Blvd., Suite 1800
Glendale, CA 91203
Re: O.E. Clark - 2716 Leonis Blvd., Vernon, California
Escrow No. 907609-TD
O.E. Clark - 2724 Leonis Blvd., Vernon, California
Escrow No. 907638-TD
Dear Tina:
Enclosed please find the signed original Buyer's Estimated
Settlement Statements and Certificates of Acceptance to Grant
Deeds for APN 6306-002-010 and 6308-002-011 regarding the above -
referenced escrows.
If,you have any questions, please do not hesitate to contact me.
Sincerel
-1y'
i A. rrison
D)Viectoff Industrial Development
JH:jl
Enclosures
cc: Nelly Giron, City Clerk (Resolution No. 9861)
E�rchtsivefy Industriaf
f4NORTH
AMERICAN North Am etican Title Company
0TITLE
0000MPANY 101 North Brand Blvd., Suite 1800 - Glendale, CA 91203
Uke Clockwot*-
Buyer's Estimated Settlement Statement
Amended.- Tuesday Jun 9, 2009 4:11 PM
Property: 2716 Leonis Boulevard, Vernon, CA 90058 File No: 91401-907609-09
Officer: Tina DeBow/td
New Loan No:
Settlement Date:
Disbursement Date: 06/25/2009
Print Date: 6/9/2009, 4:29 PM
Buyer: City of Vernon
Address: 4305 South Santa Fe Avenue, Vernon, CA 90058
Seller: 0. E. Clark Paper Box Co.
Address: 16601 Carousel Lane, Huntington Beach, CA 92649
i=B C
Consideration:
Total Consideration
1,787,000.00
Deposits in Escrow:
Receipt No. 146260 on 02/26/2009 by City ofVcmon
44,680.00
Title/Escrow _�arg��_ to -
U Prade T)olicv to ALTA Owner's - North American Title Ccjipp�n
y_
394.00
Escrow Fee -North American Title Co!!!p4U
893.50.
Processing Fee - North.American Title Cq_Mp��
75.00
Courier/Overnig�t Fee - North American Titl�,Comp2Ey_
25.00
Document E Ucaratio� F�c - North American Title CoRl�.
75.00
Disbursements Paid:
est. refund ofcxccss funds deposited to Pad (Refundable At Close)
250.00
Cash (X From) To) Borrower
1,744,032.50
Totals
1,789,712.50
1,788,712.50
-77
Notice: This Estimated Settlement Statement #2 is subject to changes, corrections or
additions at the time of final computation of the Settlement Statement.
Buyer(S):
City 0 ernon a d politic
— t7lrh
13y:J0*11-larq�9fi, City Attorney
Page I of I
WNORTH
MERICAN
North American Title Company
COTITLE
MPANY
101 North Brand Blvd., Suite 1800 - Glendale, CA 91203
Like Clockwat**
Buyer's Estimated Setdement Statement
Amended: Tuesday Jun 9, 2009 4:15 PM
IProperty: 2724 Leonis Boulevard, Vernon, CA 90058
Buyer: City of Vernon
Address: 4305 Santa Fe Avenue, Vernon, CA 90058
Seller; Oliver E. Clark, III and Jean A. Clark
Address: —16601 Carousel Lane, Huntington Beach, CA 92649
q
File No: 91401-907638-09
Officer: Tina DeBow/td
New Loan No:
Settlement Date:
Disbursement Date: 06/25/2009
Print Date: 6/9/2009, 4:15 I'M
on
B e dit
u RTI r
Consideration:
Total Consideration
7
Deposits in Escrow:
Receipt No. 146259 on 02/26/2009 by Cit�i of Vernon
55,320.00
Title/Escrow Charg�js t4�.:
_.Kp&KL�e to ALTA Owners - R�rt morican Title CoTpany
466.00
Courier/Ovemi ht Fee - North American Title gop
Escrow Fee - North American Title Com an
1,106.50
_�Pro�S!!sing Fee - North American Tit!c C!jmnEy
75.00
Document �!Ma�Lti_�n Fee - 1�-�r—thAmerican Titlego�p�ny
5.00
Disbursements Paid:
cst refund of excess funds d JE.cfundableXt Close)
250.00
Cash (X From) To) Borrower
2,159,677.50
Totals
2,214,997.50
2,214,997.50
Notice: This Estimated Settlement Statement #2 is subject to changes, corrections or
additions at the time of final computation of the Settlement Statement.
Buyer(S)-.
City
addy corporate and politic
City Attorney
Page 1 of I
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant Deed dated
9 2009, from Oliver E. Clark III and Jean A. Clark, Trustees of
The Oliver E. Clark III and Jean A. Clark Family Trust dated October 1�, 1983, for the
property commonly known as:. 2724 Leonis Blvd., Vernon, CA 90058, is hereby
accepted by the undersigned officer(s) on behalf of the City Council of said City pursuant
to authority conferred by Resolution No. 9861 of the City Council of said City
adopted on February 23 , 2009 and the City consents to the recordation
thereof by its duly authorized officer(s).
Date: -june 11, 2009
City of Vernon
By:
Name: Hilario Gonzales
Title: Mayor
ATTEST:
anuela Giron, City Cl�rk
APPROVEAS TO FORM:
Na Harrison
Ti orney
Assessor's Parcel Numbers: APN: 6308-002-010
RECORDING REQUESTED BY
North American Title Company
Order no. 907638-62
Escrow No. 907638-TD
WHEN RECORDED MAIL TO:
City of Vernon
Attn: Jeff A. Harrison, CityAttorney
4305 Santa Fe Avenue
Vernon, CA 90058
MAIL TAX STATEMENTS TO:
EXEMPT
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
APN: 6308-002-010
DOCUMENTARY TRANSFER TAX IS NONE — NOT REQUIRED SEC. 11922
REVENUE TAXATION CODE.
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED,
Oliver E. Clark, 111,and Jean A. Clark, Trustees of The Oliver E. Clark III and Jean A. Clark
Family Trust dated October 12, 1983, as amended and restated on March 6, 2001, who acquired
title as, Oliver E. Clark, III and Jean A. Clark, Trustees of The Oliver E. Clark Ell and Jean A.
Clark Family Trust dated October 12, 1983 for the benefit of Oliver E. Clark III (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 EAST 100 FEET OF LOT 10 OF TRACT 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.
Commonly known as 2724 Leonis Blvd., Vernon, CA 90058
DATE:
PAGE 1'
CONTINUED ON PAGE 2
PAGE 2
CONTINUED FROM PAGE 1
GRANTDEED—APN: 6308-002-010
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.
Oliver E. Clark III and Jean. A. Clark, Trustees of The Oliver E. Clark III and Jean A. Clark
Family Trust dated October 12, 1983, as Amended and Restated on March 6, 2001
By: By:
Oliver E. Clark III, Trustee Jean A. Clark, Trustee
"This document is being executed in counter part, each of which when taken together shall
constitute one and the same instrument,"
State of California
County of
On before me, a Notary Public in and for said State,
personally appeared, Oliver E. Clark III and Jean A. Clark, who proved to me the basis of satisfactory
evidence) to be the person (s) whose name (s) is/are subscri ' bed 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.
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.
Signature
(Area for Notary Seal)
ESCROW NO. 907638-TD ORDER NO. 907638-62
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant Deed dated 1
2009, from 0. E. Clark Paper Box Co., a California corporation, for the property commonly known as:
2716 Leonis Blvd,, Vernon, CA 90058, is hereby accej)ted by the undersigned officer(s) on behalf of the
City Council of said City pursuant to authority conferred by Resolution No. 9861 ofthe City Council
of said City adopted on February 2 3 , 2009 and the City consents to the recordation thereof by.
its duly authorized officer(s).
Date: —June 11, 2009
City of Vernon
By: AjnaO-�
Name: Hilario Gonzales
Title: Mayor
ATTEST:
Manuela Giron, �iety derk
APPROVED A$ TO FORM:
Assessor's Parcel Numbers: APN: 6308.002-011
RECORDING REQUESTED BY
North American Title Company
Order no. 907609-62
Escrow No. 907609-TD
WHEN RECORDED MAIL TO:
City of Vernon
Attn: Jeff A. Harrison, City Attorney
4305 Santa Fe Avenue
Vernon, CA 90058
MAIL TAX STATEMENTS TO:
EXEMPT
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
APN: 6308-002-011
DOCUMENTARY TRANSFER TAX IS NONE — NOT REQUIRED SEC. 11922
REVENUE TAXATION CODE.
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED,
0. E. Clark Paper Box Co., a California corporation (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:,
LOT 10 OF TRACT 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.
EXCEPT THE EAST 100 FEET OF SAID LAND.
Commonly known. as 2716 Leonis Blvd., Vernon, CA 90058
PAGE I
CONTINUED ON PAGE 2
PAGE 2
CONTINUED FROM PAGE 1
GRANT DEED
APN: 6308-002-011
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.
DATE: 2009
0. E. Clark Paper Box Co., a California corporation
By:
Oliver E. Clark III, President
State of California
County of
On before me, a Notary Public in and for said
State, personally appeared, Oliver E. Clark 111, who proved to me 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.
I certify under penalty of perjury under the laws of the State of California that the foregoing
paragraph is trueand correct.
WITNESS my hand and official seal.
Signature
(Area for Notary Seal)
ESCROW NO. 907609-TD ORDER NO. 907609-62
O.E. Clark Amendment to Escrow Instructions
Pagel of2
Lehr, Judy
From: Lehr, Judy
Sent: Thursday, June 11, 2009 1:40 PM
To: 'Slon, Sandra'; Tina DeBow
Cc: Harrison, Jeff
Subject: RE: O.E. Clark
Attachments: OE Clark Closing Statements.pdf; OE,Clark.Certificates of Acceptance.pdf
Tina and Sandy,
Attached are the signed Buyer's Estimated Settlement Statements and Certificates of Acceptance for Grant Deeds
regarding Escrow Nos. 907638-TD (2724 Leonis Boulevard) and 907609-TP (2716 Leonis Boulevard). The originals are
being mailed to Tina today.
Judy Lehr
City Attorney Dept, City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Work: (32�) 583-8811 x 368
Fax: (323) 826-1438
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail
messages attached to it may contain confidential information that is legally privileged. If you are not the
intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that
any disclosure, copying, distribution or use of any of the information contained in or attached to this
transmission is STRICTLY PROHIBITED. If you have received this transmission in error, please immediately
notify the sender. Please destroy the original transmission and its attachments without reading or saving in any
mariner.
From: Slon, Sandra [mailto:SSIon@troygould.com]
Sent: Wednesday, June 10, 2009 5:17 PM
To: Lehr, Judy; Tina DeBow
Cc: Harrison, Jeff
Subject: RE: O.E.. Clark Amendment to Escrow Instructions
Thanks, Judy. Did Jeff also sign the Closing Statements? Thanks. Sandy
Sandra Sion
(310) 789-1392 - Fax (310) 789-1492
sslon@troygould.com
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, CA 90067-2367
www.trovqould.com
6/11/2009
O.E. Clark Amendment to Escrow Instructions
Page 2 of 2
Tax Advice Disclaimer: Any federal tax advice contained in this communication (including attachments) was not intended to be used, and it
cannotbeused b you forthe purpose o o ing any pena y a may e mpose y t e Interna Revenue Service or (2) promoting,
marketing or recommending to another party any transaction or matter addressed herein. If you would like such advice, please contact us.
Notice to Recipient: This e-mail is meant only for the intended recipient of the transmission, and may be a communication privileged by
law. If you received this e-mail in error, any review, use, dissemination, distribution, or copying of the e-mail is strictly prohibited. Please
notify us immediately of the error by return e-mail and delete this message from your system. Thank you in advance for your cooperation,
----- Original Message -----
From: Lehr, Judy [mailto:JLehr@ci.vernon.ca.us]
Sent: Wednesday, June 10, 2009 5:15 PM
To: Tina DeBow
Cc: Sion, Sandra; Harrison, Jeff
Subject: O.E. Clark Amendment to Escrow Instructions
Tina,
Attached are copies of the signed Amendments to Escrow Instructions regarding Escrow Nos. 907638-TD
(2724 Leonis Boulevard) and 907609-TD (2716 Leonis Boulevard).
Once the Mayor has signed the Certificates of Acceptance for the Grant Deeds, the originals will be mailed
to you.
<<O. E. Clark Amendment to Escrow Instructions. pdf>>
Judy Lehr
City Attorney Dept, City of Vemon
4305 Santa Fe Avenue
Vemon, CA 90058
Work: (323) 583-8811 x 368
Fax: (323) 826-1438
CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous
e-mail messages attached to it may contain confidential information that is legally privileged. If
you are not the intended recipient, or a person responsible for delivering it to the intended recipient,
you are hereby notified that any disclosure, copying, distribution or use of any of the information
contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received
this transmission in error, please immediately notify the sender. Please destroy the original
transmission and its attachments without reading or saving in any manner.
6/11/2009
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: September 3, 2009
TO: Nelly Giron, City Clerk
FROM: Judy Lehr,.Legal Services Administrative Secretary
RE: O.E. Clark 2716 Leonis Blvd. and 2724 Leonis Blvd.
Attached please find for your retention an Owner's Policy of Title
Insurance and the recorded Grant,Deed regarding each of the above -
reference matter.
JL:em
Enclosures
(Resolution No. 9861)
Form No. 1402.06
Policy Page 1
ALTA Owner's Policy (6-17-06) Policy Number: 91401-09-907609-01
1100302PO50600
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
First American Title Insurance Company
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be
given to the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SURIECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS
FROM COVERAGE CONTAINED IN SCHEDULE B AND THE
CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a
California corporation (the "Company) insures, as of Date of Policy
and, to the extent stated in Covered Risks 9 and 10, after Date of
Policy, against loss or damage, not exceeding the Amount of
Insurance, sustained or incurred by the Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered
Risk includes but is not limited to insurance against loss from
(a) A defect in the Title caused by
(i) forgery, fraud, undue influence, duress, incompetency,
incapacity, or impersonation;
(ii) failure of any person or Entity to have authorized a
transfer or conveyance;
(iii) a document affecting Title not properly created,
executed, witnessed, sealed, acknowledged, notarized, or
delivered;
(i v) failure to perform those acts necessary to create a
document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or
otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in
the Public Records including failure to perform those acts
by electronic means authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the
Title by a governmental authority due or payable, but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or
adverse circumstance affecting the Title that would be
disclosed by an accurate and complete land survey of the
Land. The term "encroachment" includes encroachments of
existing improvements located on the Land onto adjoining
land, and encroachments onto the Land of existing
improvements located on adjoining land.
3. Unmarketable Title.
4. No right of access to and from the Land.
5. The violation or enforcement of any law, ordinance, permit, or
governmental regulation (including those relating to building and
zoning) restricting, regulating, prohibiting, or relating to
(a) the occupancy, use, or enjoyment of the Land;
(b) the character, dimensions, or location of any improvement
erected on the Land;
(c) the subdivision of land; or
(d) environmental protection
if a notice describing any part of the Land, is recorded in the
Public RQrcls setting forth the violation or intention to enforce,
but only to the extent of the violation or enforcement referred to
in that notice.
5. An enforcement action based on the exercise of a governmental
police power not covered by Covered Risk 5 if a notice of the
enforcement action, describing any part of the Land, is recorded
in the Public Records, but only to the extent of the enforcement
referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the
exercise, describing any part of the Land, is recorded in the
Public Records.
S. Any taking by a governmental body that has�occurred and is
binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being
defective
(a) as a result of the avoidance in whole or in part, or from a
court order providing an alternative remedy, of a transfer of
all or any part of the title to or any interest in the Land
occurring prior to the transaction vesting Title as shown in
Schedule A because that prior transfer constituted a
fraudulent or preferential transfer under federal bankruptcy,
state insolvency, or similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in
Schedule A constitutes a preferential transfer under federal
bankruptcy, state insolvency, or similar creditors' rights laws
by reason of the failure of its recording in the Public Records
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value
or to a judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter
included in Covered Risks I through 9 that has been created or
attached or has been filed or recorded in the Public Records
subsequent to Date of Policy and prior to the recording of the
deed or other instrument of transfer in the Public Records that
vests Title as shown in Schedule A.
The Company will also pay the costs, attorneys' fees, and expenses
incurred in defense of any matter insured against by this policy, but
only to the extent provided in the Conditions.
OA� �/,
All.
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and
the Company will not pay loss or damage, costs, attorneys' fees, or expenses that
arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation (including those
relating to building and zoning) restricting, regulating, prohibiting, or
relating to
(I) the occupancy, use, or enjoyment of the Land;
(!I) the character, dimensions, or location of any improvement erected on
the Land;
(III) the subdivision of land; or
(Iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental
regulations. This Exclusion 1(a) does not modify or limit the coverage provided
under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or
limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the
coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of
Policy, but Known to the Insured Claimant and not disclosed in writing to
the Company by the Insured Claimant prior to the date the Insured
Claimant became an Insured under this policy,
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy (however, this does not
modify or limit the coverage provided under Covered Risks 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the
Insured Claimant had paid value for the Title.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency,
or similar creditors' rights laws, that the transaction vesting the Title as shown
in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this
policy.
5. Any lien on the Title for real estate taxes or assessments imposed by
governmental authority and created or attaching between Date of Policy and
the date of recording of the deed or other instrument of transfer in the Public
Records that vests Title as shown in Schedule A.
CONDITIONS
1. DEFINITION OF TERMS
The following terms when used in this policy mean:
(a) "Amount of Insurance": The amount stated in Schedule A, as may be
increased or decreased by endorsement to this policy, increased by
Section 8(b), or decreased by Sections 10 and 11 of these Conditions.
(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.
(c) 'Entity": A corporation, partnership, trust, limited liability company, or
other similar legal entity.
(d) "Insured": The Insured named in Schedule A.
(I) The term "Insured" also includes
(A) successors to the Title of the Insured by operation of law as
distinguished from purchase, including heirs, devisees, survivors,
personal representatives, or next of kin;
(B) successors to an Insured by dissolution, merger, consolidation,
distribution, or reorganization;
(C) successors to an Insured by its conversion to another kind of
Entity;
(D) a grantee of an Insured under a deed delivered without
payment of actua I valuable consideration conveying the Title
(1) if the stock, shares, memberships, or other equity interests
of the grantee are wholly -owned by the named Insured,
(2) if the grantee wholly owns the named Insured,
(3) If the grantee is wholly -owned by an affiliated Entity of the
named Insured, provided the affiliated Entity and the
named Insured are both wholly -owned by the same person
or Entity, or
(4) if the grantee is a trustee or beneficiary of a trust created
by a written instrument established by the Insured named
in Schedule A for estate planning purposes.
Policy Page 2
Policy Number: 91401-09-907609-01
(11) With regard to (A), (13), (C), and (D) reserving, however, all rights
and defenses as to any successor that the Company would have had
against any predecessor Insured,
(e) "Insured Claimant": Ali Insured claiming loss or damage.
(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge
or notice that may be imputed to all Insured by reason of the Public
Records or any other records that impart constructive notice of matters
affecting the Title.
(g) "Land": The land described in Schedule A, and affixed improvements that
by law constitute real property. The term "Land" does not include any
property beyond the lines of the area described in Schedule A, nor any
right, title, interest, estate, or easement in abutting streets, roads,
avenues, alleys, lanes, ways, or waterways, but this does not modify or
limit the extent that a right of access to and from the Land is insured by
tills policy.
(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security
instrument, including one evidenced by electronic means authorized by
law.
(1) "Public Records": Records established under state statutes at Date of
Policy for the purpose of imparting constructive notice of matters relating
to real property to purchasers for value and without Knowledge. With
respect to Covered Risk 5(d), "Public Records" shall also include
environmental protection liens filed in the records of the clerk of the
United States District Court for the district where the Land is located.
(j) "Title": The estate or interest described In Schedule A.
(k) "Unmarketable Title": Title affected by an alleged or apparent matter that
would permit a prospective purchaser or lessee of the Title or lender on
the Title to be released from the obligabon to purchase, lease, or lend if
there is a contractual condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE
The coverage of this policy shall continue in force as of Date of Policy in favor
of an Insured, but only so long as the Insured retains an estate or interest in the
Land, or holds an obligation secured by a purchase money Mortgage given by a
purchaser from the Insured, or only so long as the Insured shall have Ila ' bility by
reason of warranties in any transfer or conveyance of the Title. Tills policy shall not
continue in force in favor of any purchaser from the Insured of either (I) an estate
or interest in the Land, or (11) an obligation secured by a purchase money Mortgage
given to the Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured shall notify the Company promptly in writing (I) in case of any
litigation as set forth in Section 5(a) of these Conditions, (!I) in case Knowledge
shall come to n Insured hereunder of any claim of title or interest that is adverse
to the Title, :s insured, and that might cause loss or damage for which the
Company may be liable by virtue of this policy, or (Iii) if the Title, as insured, is
rejected as Unmarketable Title. If the Company is prejudiced by the failure of the
Insured Claimant to provide prompt notice, the Company's liability to the Insured
Claimant under the policy shall be reduced to the extent of the prejudice,
4. PROOF OF LOSS
In the event the Company is unable to determine the amount of loss or
damage, the Company may, at its option, require as a condition of payment that
the Insured Claimant furnish a signed proof of loss. The proof of loss must describe
the defect, lien, encumbrance, or other matter insured against by this policy that
constitutes the basis of loss or damage and shall state, to the extent possible, the
basis of calculating the amount of the loss or damage.
DEFENSE AND PROSECUTION OF ACTIONS
(a) Upon written request by the Insured, and subject to the options contained
in Section 7 of these Conditions, the Company, at its own cost and without
unreasonable delay, shall provide for the defense of an Insured in
litigation in which any third party asserts a claim covered by this policy
adverse to the Insured. This obligation is limited to only those stated
causes of action alleging matters insured against by this policy. The
Company shall have the right to select counsel of its choice (subject to the
right of the Insured to object for reasonable cause) to represent the
Insured as to those stated causes of action. It shall not be liable for and
will not pay the fees of any other counsel. The Company will not pay any
fees, costs, or expenses incurred by the Insured in the defense of those
causes of action that allege matters not insured against by this policy.
(b) The Company shall have the right, in addition to the options contained in
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
Section 7 of these Conditions, at its own cost, to institute and prosecute
any action or proceeding or to do any other act that in its opinion may be
necessary or desirable to establish the Title, as insured, or to prevent or
reduce loss or damage to the Insured. The Company may take any
appropriate action under the terms of tills policy, whether or not it shall
be liable to the Insured. The exercise of these rights shall not be an
admission of liability or waiver of any provision of this policy. If tile
Company exercises its rights under this subsection, it must do so
diligently.
(c) Whenever the Company brings an action or asserts a defense as required
or permitted by this policy, the Company may pursue the litigation to a
final determination by a court of competent jurisdiction, and it expressly
reserves the right, in its sole discretion, to appeal any adverse judgment
or order.
DUTY OF INSURED CLAIMANT TO COOPERATE
(a) In all cases where this policy permits or requires the Company to
prosecute or provide for the defense of any action or proceeding and ally
appeals, the Insured shall secure to tile Company the right to so
prosecute or provide defense in the action or proceeding, including the
right to use, at its option, the name of the Insured for this purpose.
Whenever requested by the Company, the Insured, at the Company's
expense, shall give the Company all reasonable aid (i) in securing
evidence, obtaining witnesses, prosecuting or defending the action or
proceeding, or effecting settlement, and (11) in any other lawful act that in
the opinion of the Company may be necessary or desirable to establish
the Title or any other matter as insured. If the Company is prejudiced by
the failure of the Insured to furnish the required cooperation, the
Company's obligations to the Insured under the policy shall terminate,
including any liability or obligation to defend, prosecute, or continue ally
litigation, with regard to the matter or matters requiring such
cooperation.
(b) The Company may reasonably require the Insured Claimant to submit to
examination under oath by any authorized representative of the Company
and to produce for examination, inspection, and copying, at such
reasonable times and places as may be designated by the authorized
representative of the Company, all records, in whatever medium
maintained, including books, ledgers, checks, memoranda,
correspondence, reports, e-mails, disks, tapes, and videos whether
bearing a date before or after Date of Policy, that reasonably pertain to
the loss or damage. Further, if requested by any authorized
representative of the Company, the Insured Claimant shall grant its
pen-nission, in writing, for any authorized representative of the Company
to examine, inspect, and copy all of these records in the custody or
control of a third party that reasonably pertain to the loss or damage. All
information designated as confidential by the Insured Claimant provided
to the Company pursuant to this Section shall not be disclosed to others
unless, in the reasonable judgment of the Company, it is necessary in the
administration of the claim. Failure of the Insured Claimant to submit for
examination under oath, produce any reasonably requested information,
or grant permission to secure reasonably necessary information from third
parties as required in this subsection, unless prohibited by law or
governmental regulation, shall terminate any liability of the Company
under this policy as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION
OF LIABILITY
In case of a claim under this policy, the Company shall have the following
additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under this policy
together with any costs, attorneys' fees, and expenses incurred by the
Insured Claimant that were authorized by the Company up to the time of
payment or tender of payment and that the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability and
obligations of the Company to the Insured under tills policy, other than to
make the payment required in this subsection, shall terminate, including
any liability or obligation to defend, prosecute, or continue any litigation.
(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With
the Insured Claimant.
(1) To pay or otherwise settle with other parties for or in the name of an
Insured Claimant ally claim insured against under this policy, In
addition, the Company will pay any costs, attorneys' fees, and
expenses incurred by the Insured Claimant that were authorized by
the Company up to the time of payment and that the Company is
obligated to pay; or
(ii) To pay or otherwise settle with the Insured Claimant the loss or
damage provided for under this policy, together with any costs,
Policy Page 3
Policy Number: 91401-09-907609-01
attorneys' fees, and expenses incurred by the Insured Claimant that were
authorized by the Company up to the time of payment and that the
Company is obligated to pay.
Upon the exercise by the Company of either of the options provided for in
subsections (b)(i) or (ii), the Company's obligations to the Insured under tills
policy for the claimed loss or damage, other than the payments required to be
made, shall terminate, including any liability or obligation to defend, prosecute,
or continue ally litigation,
8. DETERMINATION AND EXTENT OF LIABILITY
This policy is a contract of indemnity against actual monetary loss or damage
sustained or incurred by the Insured Claimant who has suffered loss or damage by
reason of matters insured against by this policy.
(a) The extent of liability of tile Company for loss or damage under this policy
shall not exceed the lesser of
(1) the Amount of Insurance; or
(ii) the difference between the value of the Title as insured and the value
of the Title subject to the risk insured against by this policy.
(b) If the Company pursues its rights under Section 5 of these Conditions and
is unsuccessful in establishing the Title, as insured,
(1) the Amount of Insurance shall be increased by 10%, and
(11) the Insured Claimant shall have the right to have the loss or damage
determined either as of the date the claim was made by the Insured
Claimant or as of the date it is settled and paid.
(c) In addition to the extent of liability under (a) and (b), the Company will
also pay those costs, attorneys' fees, and expenses incurred in accordance
with Sections 5 and 7 of these Conditions.
LIMITATION OF LIABILITY
(a) If the Company establishes the Title, or removes the alleged defect, lien,
or encumbrance, or cures the lack of a right of access to or from the
Land, or cures the claim of Unmarketable Title, all as insured, in a
reasonably diligent manner by any method, including litigation and the
completion of any appeals, it shall have fully performed its obligations
with respect to that matter and shall not be liable for any loss or damage
caused to the Insured.
(b) In the event of any litigation, including litigation by the Company or with
the Company's consent, the Company shall have no liability for loss or
damage until there has been a final determination by a court of
competent jurisdiction, and disposition of all appeals, adverse to the Title,
as insured.
(c) The Company shall not be liable for loss or damage to the Insured for
liability voluntarily assumed by the Insured in settling any claim or suit
without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF
LIABILITY
All payments under this policy, except payments made for costs, attorneys'
fees, and expenses, shall reduce the Amount of Insurance by the amount of the
payment.
11. LIABILITY NONCUMULATIVE
The Amount of Insurance shall be reduced by any amount the Company pays
under any policy insuring a Mortgage to which exception is taken in Schedule B or
to which the Insured has agreed, assumed, or taken subject, or which is executed
by all Insured after Date of Policy and which is a charge or lien on tile Title, and
the amount so paid shall be deemed a payment to the Insured under this policy.
12. PAYMENT OF LOSS
When liability and the extent of loss or damage have been definitely fixed in
accordance with these Conditions, the payment shall be made within 30 days.
13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT
(a) Whenever the Company shall have settled and paid a claim under this
policy, it shall be subrogated and entitled to the rights of the Insured
Claimant in the Title and all other rights and remedies in respect to the
claim that the Insured Claimant has against any person or property, to the
extent of the amount of any loss, costs, attorneys' fees, and expenses
paid by the Company. If requested by the Company, the Insured Claimant
shall execute documents to evidence the transfer to the Company of these
rights and remedies. The Insured Claimant shall permit the Company to
sue, compromise, or settle in the name of the Insured Claimant and to
use the name of the Insured Claimant in any transaction or litigation
involving these rights and remedies,
If a payment oil account of a claim does not fully cover the loss of the
Insured Claimant, the Company shall defer the exercise of its right to
recover until after the Insured Claimant shall have recovered its loss.
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
(b) The Company's right of subrogation includes the rights of the Insured to
indemnities, guaranties, other policies of insurance, or bonds,
notwithstanding any terms or conditions contained in those instruments
that address subrogation rights.
14. ARBITRATION
Either the Company or the Insured may demand that the claim or controversy
shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of
the American Land Title Association ("Rules). Except as provided in tile Rules,
there shall be no joinder or consolidation with claims or controversies of other
persons. Arbitrable matters may include, but are not limited to, any controversy or
claim between the Company and the Insured arising out of or relating to this
policy, any service in connection with its issuance or the breach of a policy
provision, or to any other controversy or claim arising out of the transaction giving
rise to this policy. All arbitrable matters when the Amount of Insurance is
$2,000,000 or less shall be arbitrated at the option of either tile Company or the
Insured. All arbitrable matters,when the Amount of Insurance is in excess of
$2,000,000 shall be arbitrated only when agreed to by both the Company and tile
Insured. Arbitration pursuant to this policy and under the Rules shall be binding
ppon the parties. Judgment upon the award rendered by the Arbitrator(s) may be
entered in any court of competent jurisdiction.
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT
(a) This policy together with all endorsements, if any, attached to it by the
Company is the entire policy and contract between the Insured and the
Company. In interpreting any provision of this policy, this policy shall be
construed as a whole.
(b) Any claim of loss or damage that arises out of the status of the Title or by
any action asserting such claim shall be restricted to this policy.
(c) Any amendment of or endorsement to this policy must be in writing and
authenticated by an authorized person, or expressly incorporated by
Schedule A of this policy,
Policy Page 4
Policy Number: 91401-09-907609-01
(d) Each endorsement to this policy issued at any time is made a part of this
policy and is subject to all of its terms and provisions. Except as the
endorsement expressly states, it does not (i) modify any of the terms and
provisions of tile policy, (ii) modify any prior endorsement, (ill) extend the
Date of Policy, or (iv) increase the Amount of Insurance.
16. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held invalid or
unenforceable under applicable law, the policy shall be deemed not to include that
provision or such part held to be invalid, but all other provisions shall remain ill full
force and effect.
17. CHOICE OF LAW; FORUM
(a) Choice of Law: The Insured acknowledges the Company has underwritten
the risks covered by this policy and determined the premium charged
therefore in reliance upon the law affecting interests in real property and
applicable to the interpretation, rights, remedies, or enforcement of
policies of title insurance of the jurisdiction where the Land is located.
Therefore, the court or an arbitrator shall apply tile law of the jurisdiction
where the Land is located to determine the validity of claims against the
Title that are adverse to the Insured and to interpret and enforce the
terms of this policy. In neither case shall the court or arbitrator apply its
co 11flicts of law principles to determine the applicable law.
(b) Choice of Forum: Any litigation or other proceeding brought by tile
Insured against the Company must be filed only in a state or federal court
within the United States of America or its territories having appropriate
jurisdiction.
18. NOTICES, WHERE SENT
Any notice of claim and any other notice or statement in writing required to be
given to the Company under this policy must be given to the Company at 1 First
American Way, Santa Ana, CA 92707, Attn: Claims Department.
POLICY OF TITLE INSURANCE
F jq
X
M-ii. - r4�
4/
Z�--�Q% &
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
Policy Page 5
Policy Number: 91401-09-907609-01
SCHEDULEA
First American Title Insurance Company
Name and Address of Title Insurance Company:
First American Title Insurance Company
1 First American Way
Santa Ana, CA 92707
File No.: 91401-907609-09 Policy No.: 91401-09-907609-01
Address Reference: 2716 Leonis Boulevard, Vernon, CA 90058
Amount of Insurance: $1,787,000.00 Premium: $3,357.20
Date of Policy: June 25, 2009 at 8:00 a.m.
1. Name of Insured:
City of Vernon, a body corporate and politic
2. The estate or interest in the Land that is insured by this policy is:
A Fee.
3. Title is vested in:
City of Vernon, a body corporate and politic
4. The Land referred to in this policy is described as follows:
See Exhibit "X' attached hereto and made a part hereof
First American Title Insurance Company
Form No. 1402.06 Policy Page 6
ALTA Owner's Policy (6-17-06) Policy Number: 91401-09-907609-01
EXHIBIT "A"
File No.: 91401-907609-09 Policy No.: 91401-09-907609-01
Real property in the City of Vernon, County of Los Angeles, State of California, described as follows:
LOT 10 OF TRACT 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.
EXCEPT THE EAST 100 FEET OF SAID LAND.
APN: 6308-002-011
First American Trtle Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
File No.: 91401-907609-09
SCHEDULE B
Policy Page 7
Policy Number: 91401-09-907609-01
Policy No.: 91401-09-907609-01
EXCEPTIONS FROM COVERAGE
This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees,
or expenses that arise by reason of:
Any facts, rights, interests or claims that may exist or arise by reason of the following matters
disclosed by an ALTA/ACSM survey made by A.L.T.A./A.C.S.M. LAND TITLE SURVEY on March 4,
2009, designated Job Number 2705:
A) A 10-foot required street dedication per city "Master Plan of Streets" is shown on the Westerly
portion of subject property.
B) 2 power poles and guy wire, a fire hydrant, traffic sign and railroad signal, a fire department
connection, post indicator valves, a water vault and gas meter are situated in various locations on
subject property.
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
ENDORSEMENT
Attached to Policy No. 91401-09-907609-01
Issued By
First American Title Insurance Company
Policy Page 8
Policy Number: 91401-09-907609-01
The Company hereby insures against loss or damage sustained or incurred by the Insured by reason of:
1. The existence of present violations on the land of any enforceable covenants,
conditions or restrictions;
2. Except as shown in Schedule 13, the presence of existing encroachments of buildings,
structures, or improvements located on the land onto adjoining lands, nor any
encroachments onto the land of buildings, structures or improvements located on
adjoining lands.
3. Unmarketability of the title to the estate or interest by reason of any violations on
the land, occurring prior to acquisition of title to the estate or interest by the
insured, of any covenants, conditions or restrictions.
4. Damage to existing building improvements:
Which are located or encroach upon the portion of the land subject to
any easement shown in Schedule 13, which damage results from the
exercise of the right to use or maintain the easement for the purposes
for which the same was granted or reserved;
b. Resulting from the exercise of any right to use the surface of the land for
the extraction or development of the minerals excepted from the
description of the land or shown as a reservation in Schedule B.
Any final court order or judgment requiring removal from any land adjoining the land
of any encroachment shown in Schedule B.
Wherever in this endorsement any or all the words "covenants, conditions or restrictions" appear, they
shall not be deemed to refer to or include the terms, covenants, conditions or restrictions contained in
anylease.
No coverage is provided under this endorsement as to any covenant, condition, restriction or other
provision relating to environmental protection.
This endorsement is made a part of the policy and is subject to all the terms and provisions thereof and
of any prior endorsements. Except to the extent expressly stated, it neither modifies any of the terms and
provisions of the Policy and any prior endorsements, nor does it extend the effective date of the Policy
and any prior endorsements, nor does it increase the face amount thereof.
F.A. Form 31.1 (Revised 3/99)
ALTA Extended Owner
(Improved Land)
Restrictions, Encroachments & Minerals
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
ENDORSEMENT
Attached to Policy No. 91401-09-907609-01
Issued By
First American Title Insurance Company
Policy Page 9
Policy Number: 91401-09-907609-01
The Company insures the Insured against loss or damage sustained or incurred by the Insured by reason
of the map attached to the Policy failing to show the correct location and dimensions of the land
according to those records which under the recording laws impart constructive notice as to the land.
This endorsement is made a part of the policy and is subject to all the terms and provisions thereof and
of any prior endorsements. Except to the extent expressly stated, it neither modifies any of the terms and
provisions of the Policy and any prior endorsements, nor does it extend the effective date of the Policy
and any prior endorsements, nor does it increase the face amount thereof.
F.A. Form 32 (Revised 3/99)
ALTA Extended - Owner
(Unimproved land)
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
Policy Page 10
Policy Number: 91401-09-907609-01
ENDORSEMENT
Attached to Policy No. 91401-09-907609-01
Issued By
First A merican Title Insurance Company
The Company insures against loss or damage sustained by the Insured by reason of the failure of the
Land to abut a physically open street known as Leonis Boulevard .
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
CLTA Form 103.7-06 (03-09- 07)
ALTA - Owner or Lender
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
Policy Page 11
Policy Number: 91401-09-907609-01
ENDORSEMENT
Attached to Policy No. 91401-09-907609-01
Issued by
First American Title Insurance Company
The Company hereby insures the insured against loss or damage sustain by reason of the failure of the
Land described in Schedule A to constitute a lawfully created parcel according to the Subdivision Map Act
(Section 66416, et seq., of the California Government Code) and local ordinances adopted pursuant
thereto.
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof
and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of
the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date
of the policy and any prior endorsements, nor does it increase the face amount thereof.
CLTA Form 116.7 (6-14-96)
Subdivision Map Act Endorsement
First American Title Insurance Company
A This page is part of your document - DO NOT DISCARD A&
20090957633
Recorded/Filed in Official Records
Recorder's Office, Los Angeles County,
California
06/26/09 AT 08:OOAM
m(colvIE
JUL 16 2009 a
CITY ATTORNEY DEPT,
FEES:
Pages:
0004
0.00
TAXES: 0.00
OTHER: 0.00
PAID: 0.00
1111111111111111111111111111111111111111111111111111111111111111
LEADSHEET
111111111111111111111111111111111111111111111111111111 \
200906250200008
00000761617
002173213
SEQ:
10
DAR Title Company (Hard Copy)
THIS FORM IS NOT TO BE DUPLICATED
A
TIO A&
EM790
RECORDING REQUESTED BY
North American Title Company
Order no. 907609-62
Escrow No. 907609-TD
WHEN RECORDED MAIL TO:
City of Vernon
Attn: Jeff A, Harrison, City Attorney
4305 Santa Fe Avenue
Vernon, CA 90058
MAIL TAX STATEMENTS TO:
EXEMPT
APN: 6308-002-011
11/2111111
*20090957633*
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
DOCUMENTARY TRANSFER TAX IS NONE - NOT REQUIRED SEC. 11922
REVENUE TAXATION CODE.
�--FOR VALUABLE -CONSIDERATION, - RECEIPT- OF WHICH IS -HEREBY
ACKNOWLEDGED,
0. E. Clark Paper Box Co., a California corporation (the "Grantor")
. FIEREBYGRANT(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:
LOT 10 OF TRACT 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.
EXCEPT THE EAST 100 FEET OF SAID LAND.
Commonly lalown as 2716 Leonis Blvd., Vernon, CA 90058
PAGE 1
CONTINUED ON PAGE 2
9
( 6 c�-
0
PAGE 2
CONTINUED FROM PAGE I
GRANT DEED
APN: 6308-002-011
The foregoing grant of real property is subject to non -delinquent tax -es -,-all easements,
covenants, conditions and restrictions of record, and all other matters of record affecting title
to such property.
DATE: 2009
0. E. Clark Paper Box Co., a California corporation
By:
Oliver E. Clark 111, President
State of California
county of 0�,At-%C-
On (e I I 112---K=R before me, A-rQ-14-LONY H-AbL�C)K)G I allotary Public in and for said
State, personally appeared, Oliver E. Clark III, who proved to me the basis of satisfactory
evidence) to be the. person (4 whose name tt) Nia= subscribed to the within instrument and
acknowledged to me thal&he4hey executed the same in(q%ef-t6ir authorized capacity kiK),
and that b3ll(DWA4H�r signature (JR) on the instrument the person OQ, or the entity upon behalf of
which the person N 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. 4, A- 'p- --A,
I R.- w; ANTHONY H. DUONG f-
WITNESS my hand and official seal. 0 ca
COMM. #1657553
0 NOTARY PUBLIC - CALIFORNIA
co ORANGE COUNTY 0
Signature My Comm. Expires April 11, 2010
(Area for Notary Seal)
ESCROW NO, 907609-TD ORDER NO. 907609-62
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant Deed dated 01
2009, from 0. E. Clark Paper Box Co., a California corporation, for the property commonly known as:
2716 Leonis Blvd,, Vernon, CA 90058, is hereby accepted by the undersigned officer(s) on behalf of the
City Council of said City pursuant to authority conferred by Resolution No. 9861 —of theCity Council
of said City adopted on February 23 , 2009 and the City consents to the recordation thereof by
its duly authorized officer(s).
Date: -June 11, 2009
City of Vernon
,/-'Ana
By: 2��' #A eA,
Name: Hilario Gonzales
Title: Mayor
ATTEST:,
/Manuela Giron, Nity derk
APPROVED A� TO FORM:
Title
Assessor's Parcel Numbers: APN: 6308-002-011
AL
This page is part of your document - DO NOT DISCARD A&
Pa es:
0004
+ Recorded/Filed in Official Records
Recorder's Office, Los Angeles County,
California
11FO 06/26109 AT 08:OOAM
FEES: 0.00
TAXES: Q. 00
OTHER: 0.00
PAID: 0.00
JUL 2009
T-i-C' i ; . . j t: -
17Y A I i 11-1 N, c--, , _,, -P 1,
LEADSHEET
002173213
SEQ:
11
DAR Title Company (Hard Copy)
1111111 11111 �1111 11111111111111111111111111111111
111111111 IN 111111111111111 1�1 111111111 1�11 11111111111111
THIS FORM IS Nar TO BE DUPLICATED TIO
A
E404790
06/2512009
RECORDING REQUESTED By
North American Title Company
Order no. 90763 8-62 *2009095,1634-
Escrow No. 90763 8-TD
WHEN RECORDED MAIL TO:
City of Vernon
Attn: Jeff A. Harrison, CityAttorney
4305 Santa Fe Avenue
Vernon, CA 90058
MAIL TAX STATEMENTS TO:
EXEMPT /b
THE SPACE ABOVE IS FOR RIC, CORDER'S USE
GRANT DEED
APN: 6308-002-010
DOCUMENTARY TRANSFER TAX IS NONE — NOT REQUIRED SEC. 11922
REVENUE TAXATION CODE.
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED,
Oliver E. Clark, III and Jean A. Clark, Trustees of The Oliver E, Clark III and Jean A. Clark
Family Trust dated October 12, 1983, as amended and restated on March 6, 2001, who acquired
title as, Oliver E, Clark, III and Jean A. Clark, Trustees of The Oliver E. Clark III and Jean A.
Clark Family Trust dated October 12, 1983 for the benefit of Oliver E. Clark III (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 EAST 100 FEET OF LOT 10 OF TRACT 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.
Commonly known as 2724 Leonis Blvd., Vernon, CA 90058
DATE: 41( ( �() ?
PAGE I
CONTINUED ON PAGE 2
a,
PAGE 2
CONTINUED FROM PAGE I
GRANT DEED - APN: 6308-002-010
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.
Oliver E. Clark III and Jean A. Clark, Trustees of The Oliver E. Clark III and Jean A. Clark
Family Trust dated October 12, 1983, as Amended and Restated on March 6, 2001
By: eVee_�
(By:
Oliver E. Clark 111, Tirust6e Z7an A. Clark, Trustee
"This document is being executed in counter part, each of which when taken together shall
constitute one and the same instrument."
State of California
County of 0PLAN)i&Z
01A.01 I I JaCOIR before me,PtP-Yn-tpNY B. DL_)CrsJG, a Notary Public in and for said State,
personally appeared, Oliver E. Clark III and Jean A. Clark, who proved to me the basis of satisfactory
evidence) tobe the person (s) who � name (s)-is(�isubscribedto the within instrument and
acknowled�o�d to me, that he/she xecuted the same in hisft their uthorized capacity (ies), and that
by kisAier(jLeir
)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.
ANTHONYRDUONG
WITNESS my hand and official seal. 0 W
F_ COMM. #1657553 0
0 NOTARY PUBLIC - CALIFORNIA —4
100 ORANGE COUNTY 0
Signature 1AAijAQ2_rW My COMM. Expires April 11, 2010 L_
VvV 7 vV077rV-4i,
(Area for Notary Seal)
ESCROWNO. 907638-TD ORDER NO. 90763 8-62
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by Grant Deed dated
—11-01 2009, from Oliver E. Clark III and Jean A. Clark, Trustees of
The Oliver E, dlark III and Jean A. Clark Family Trust dated October 12, 1983, for the
property commonly known as:. 2724 Leonis Blvd., Vernon, CA 90058, is hereby
accepted by the undersigned officer(s) on behalf of the City Council of said City pursuant
to authority conferred by Resolution No. 9861 of the City Council of said City
adopted on February . 23 , 2009 and the City consents to the recordation
thereof by its duly authorized officer(s).
Date: - June 11, 2009
City of Vernon
By:
Name: Hilario Gonzales
Title: Mayor
ATTEST:
Manuela Giron, City Cl&k
APPROVEAS TO FORM:
Na eiv . Harrison
Title: 11ity ttorney
Assessor's Parcel Numbers: APN: 6308-002-010
Form No. 1402.06
Policy Page 1
ALTA Owner's Policy (6-17-06) Policy Number: 91401-09-907638-01
1100302PO50600
OWNER'S POLICY OF TITLE INSURANCE
ISSUED BY
First American Title Insurance Company
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be
given to the Company at the address shown in Section IS of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS
FROM COVERAGE CONTAINED IN SCHEDULE B AND THE
CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a
California corporation (the "Company) insures, as of Date of Policy
and, to the extent stated in Covered Risks 9 and 10, after Date of
Policy, against loss or damage, not exceeding the Amount of
Insurance, sustained or incurred by the Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered
Risk includes but is not limited to insurance against loss from
(a) A defect in the Title caused by
(i) forgery, fraud, undue influence, duress, incompetency,
incapacity, or impersonation;
(ii) failure of any person or Entity to have authorized a
transfer or conveyance;
(iii) a document affecting Title not properly created,
executed, witnessed, sealed, acknowledged, notarized, or
delivered;
(iv) failure to perform those acts necessary to create a
document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or
otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in
the Public Records including failure to perform those acts
by electronic means authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the
Title by a governmental authority due or payable, but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or
adverse circumstance affecting the Title that would be
disclosed by an accurate and complete land survey of the
Land. The term "encroachment" includes encroachments of
existing improvements located on the Land onto adjoining
land, and encroachments onto the Land of existing
improvements located on adjoining land.
3. Unmarketable Title.
1. No right of access to and from the Land.
5. The violation or enforcement of any law, ordinance, pen -nit, or
governmental regulation (including those relating to building and
zoning) restricting, regulating, prohibiting, or relating to
(a) the occupancy, use, or enjoyment of the Land;
(b) the character, dimensions, or location of any improvement
erected on the Land;
(c) the subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the
Public Records setting forth the violation or intention to enforce,
but only to the extent of the violation or enforcement referred to
in that notice.
i. An enforcement action based on the exercise of a governmental
police power not covered by Covered Risk 5 if a notice of the
enforcement action, describing any part of the Land, is recorded
in the Public Records, but only to the extent of the enforcement
referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the
exercise, describing any part of the Land, is recorded in the
Public Records.
B. Any taking by a governmental body that has occurred and is
binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being
defective
(a) as a result of the avoidance in whole or in part, or from a
court order providing an alternative remedy, of a transfer of
all or any part of the title to or any interest in the Land
occurring prior to the transaction vesting Title as shown in
Schedule A because that prior transfer constituted a
fraudulent or preferential transfer under federal bankruptcy,
state insolvency, or similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in
Schedule A constitutes a preferential transfer under federal
bankruptcy, state insolvency, or similar creditors' rights laws
by reason,of the failure of its recording in the Public Records
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value
or to a judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter
included in Covered Risks 1 through 9 that has been created or
attached or has been filed or recorded in the Public Records
subsequent to Date of Policy and prior to the recording of the
deed or other instrument of transfer in the Public Records that
vests Title as shown in Schedule A.
The Company will also pay the costs, attorneys' fees, and expenses
incurred in defense of any matter insured against by this policy, but
only to the extent provided in the Conditions.
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and
the Company will not pay loss or damage, costs, attorneys' fees, or expenses that
arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation (including those
relating to building and zoning) restricting, regulating, prohibiting, or
relating to
(1) tile occupancy, use, or enjoyment of the Land;
(11) the character, dimensions, or location of any improvement erected oil
the Land;
(iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental
regulations. This Exclusion 1(a) does not modify or limit the coverage provided
under Covered Risk 5.
(b) Any governmental police power, This Exclusion 1(b) does not modify or
limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit tile
coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of
Policy, but Known to the Insured Claimant and not disclosed in writing to
the Company by the Insured Claimant prior to the date the Insured
Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy (however, this does not
modify or limit the coverage provided under Covered Risks 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the
Insured Claimant had paid value for the Title.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency,
or similar creditors' rights laws, that the transaction vesting the Title as shown
in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this
policy.
5. Any lien on the Title for real estate taxes or assessments imposed by
governmental authority and created or attaching between Date of Policy and
the date of recording of the deed or other instrument of transfer in the Public
Records that vests Title as shown in Schedule A.
CONDITIONS
1. DEFINITION OF TERMS
The following terms when used in this policy mean:
(a) "Amount of Insurance": The amount stated in Schedule A, as may be
increased or decreased by endorsement to this policy, increased by
Section 8(b), or decreased by Sections 10 and 11 of these Conditions.
(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.
(c) "Entity": A corporation, partnership, trust, limited liability company, or
other similar legal entity.
(d) "Insured": The Insured named in Schedule A.
(1) The term "Insured" also includes
(A) successors to the Title of the Insured by operation of law as
distinguished from purchase, including heirs, clevisees, survivors,
personal representatives, or next of kin;
(13) successors to an Insured by dissolution, merger, consolidation,
distribution, or reorganization;
(C) successors to an Insured by its conversion to another kind of
Enbty;
(D) a grantee of an Insured under a deed delivered without
payment of actual valuable consideration conveying the Title
(1) if the stock, shares, memberships, or other equity interests
of the grantee are wholly -owned by the named Insured,
(2) if the grantee wholly owns the named Insured,
(3) if the grantee is wholly -owned by an affiliated Entity of the
named Insured, provided the affiliated Entity and the
named Insured are both wholly -owned by the same person
or Entity, or
(4) if the grantee is a trustee or beneficiary of a trust created
by a written instrument established by the Insured named
in Schedule A for estate planning purposes.
Policy Page 2
Policy Number: 91401-09-907638-01
(ii) With regard to (A), (13), (C), and (D) reserving, however, all rights
and defenses as to any successor that tile Company would have had
against any predecessor Insured.
(e) "Insured Claimant": Ali Insured claiming loss or damage.
"Knowledge" or "Known": Actual knowledge, not constructive knowledge
or notice that may be imputed to all Insured by reason of the Public
Records or any other records that impart constructive notice of matters
affecting the Title.
(g) "Land": The land described in Schedule A, and affixed improvements that
by law constitute real property. The term "Land" does not include any
property beyond tile lines of the area described in Schedule A, nor any
right, title, interest, estate, or easement in abutting streets, roads,
avenues, alleys, lanes, ways, or waterways, but this does not modify or
limit tile extent that a right of access to and from the Land is insured by
this policy.
(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security
instrument, including one evidenced by electronic means authorized by
law.
(i) "Public Records": Records established under state statutes at Date of
Policy for the purpose of imparting constructive notice of matters relating
to real property to purchasers for value and without Knowledge. With
respect to Covered Risk 5(d), "Public Records" shall also include
environmental protection liens filed in the records of the clerk of the
United States District Court for the district where the Land is located.
(j) "Title": The estate or interest described in Schedule A.
(k) "Unmarketable Title": Title affected by an alleged or apparent matter that
would permit a prospective purchaser or lessee of the Title or lender oil
the Title to be released from the obligation to purchase, lease, or lend if
there is a contractual condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE
The coverage of this policy shall continue in force as of Date of Policy in favor
of an Insured, but only so long as the Insured retains 'an estate or interest in the
Land, or holds all obligation secured by a purchase money Mortgage given by a
purchaser from the Insured, or only so long as the Insured shall have liability by
reason of warranties in any transfer or conveyance of the Title, This policy shall not
continue in force in favor of any purchaser from the Insured of either (i) an estate
or interest in the Land, or (H) an obligation secured by a purchase money Mortgage
given to the Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured shall notify the Company promptly in writing (1) in case of any
litigation as set forth in Section 5(a) of these Conditions, (11) in case Knowledge
shall come to an Insured hereunder of any claim of title or interest that is adverse
to the Title, as insured, and that might cause loss or damage for which tile
Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is
rejected as Unmarketable Title. If the Company is prejudiced by the failure of tile
Insured Claimant to provide prompt notice, the Company's liability to the Insured
Claimant under the policy shall be reduced to the extent of the prejudice.
4. PROOF OF LOSS
In the event the Company is unable to determine the amount of loss or
damage, the Company may, at its option, require as a condition of payment that
the Insured Claimant furnish a signed proof of loss. The proof of loss must describe
the defect, lien, encumbrance, or other matter insured against by tills policy that
constitutes the basis of loss or damage and shall state, to tile extent possible, the
basis of calculating the amount of the loss or damage.
DEFENSE AND PROSECUTION OF ACTIONS
(a) Upon written request by the Insured, and subject to the options contained
in Section 7 of these Conditions, the Company, at its own cost and without
unreasonable delay, shall provide for the defense of an Insured in
litigation in which any third party asserts a claim covered by this policy
adverse to the Insured. This obligation is limited to only those stated
causes of action alleging matters insured against by this policy. The
Company shall have the right to select counsel of its choice (subject to the
right of the Insured to object for reasonable cause) to represent tile
Insured as to those stated causes of action. It shall not be liable for and
will not pay the fees of any other counsel, The Company will not pay any
fees, costs, or expenses incurred by the Insured in the defense of those
causes of action that allege matters not insured against by this policy.
(b) The Company shall have the right, in addition to the options contained in
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
Section 7 of these Conditions, at its own cost, to institute and prosecute
any action or proceeding or to do any other act that in its opinion may be
necessary or desirable to establish tile Title, as insured, or to prevent or
reduce loss or damage to tile Insured. Tile Company may take any
appropriate action under the terms of tills policy, whether or not it shall
be liable to the Insured. The exercise of these rights shall not be an
admission of liability or waiver of any provision of this policy. If tile
Company exercises its rights under this subsection, it must do so
diligently.
(c) Whenever the Company brings all action or asserts a defense as required
or permitted by this policy, the Company may pursue the litigation to a
final determination by a court of competent jurisdiction, and it expressly
reserves the right, in its sole discretion, to appeal any adverse judgment
or order.
DUTY OF INSURED CLAIMANT TO COOPERATE
(a) In all cases where this policy permits or requires the Company to
prosecute or provide for the defense of any action or proceeding and ally
appeals, the Insured shall secure to the Company the right to so
prosecute or provide defense in the action or proceeding, including tile
right to use, at its option, the name of the Insured for this purpose.
Whenever requested by the Company, the Insured, at the Company's
expense, shall give the Company all reasonable aid (i) in securing
evidence, obtaining witnesses, prosecuting or defending the action or
proceeding, or effecting settlement, and (11) in any other lawful act that in
the opinion of the Company may be necessary or desirable to establish
the Title or any other matter as insured. If tile Company is prejudiced by
the failure of the Insured to furnish the required cooperation, tile
Company's obligations to the Insured under the policy shall terminate,
including any liability or obligation to defend, prosecute, or continue ally
litigation, with regard to the matter or matters requiring such
cooperation.
(b) The Company may reasonably require the Insured Claimant to submit to
examination under oath by any authorized representative of the Company
and to produce for examination, inspection, and copying, at such
reasonable times and places as may be designated by the authorized
representative of the Company, all records, in whatever medium
maintained, including books, ledgers, checks, memoranda,
correspondence, reports, e-malls, disks, tapes, and videos whether
bearing a date before or after Date of Policy, that reasonably pertain to
the loss or damage. Further, if requested by any authorized
representative of the Company, the Insured Claimant shall grant its
permission, in writing, for any authorized representative of the Company
to examine, inspect, and copy all of these records in the custody or
control of a third party that reasonably pertain to the loss or damage. All
information designated as confidential by the Insured Claimant provided
to the Company pursuant to this Section shall not be disclosed to others
unless, in the reasonable judgment of the Company, it is necessary in the
administration of the claim. Failure of the Insured Claimant to submit for
examination under oath, produce any reasonably requested information,
or grant permission to secure reasonably necessary information from third
parties as required in this subsection, unless prohibited by law or
governmental regulation, shall terminate any liability of the Company
under this policy as to that claim.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION
OF LIABILITY
In case of a claim under this policy, the Company shall have the following
additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under this policy
together with any costs, attorneys' fees, and expenses incurred by tile
Insured Claimant that were authorized by the Company up to the time of
payment or tender of payment and that the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability and
obligations of the Company to the Insured under this policy, other than to
make the payment required in this subsection, shall terminate, including
any liability or obligation to defend, prosecute, or continue any litigation.
(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With
the Insured Claimant.
(i) To pay or otherwise settle with other parties for or in the name of an
Insured Claimant any claim insured against under this policy. In
addition, the Company will pay any costs, attorneys' fees, and
expenses incurred by the Insured Claimant that were authorized by
the Company up to the time of payment and that the Company is
obligated to pay; or
(11) To pay or otherwise settle with the Insured Claimant the loss or
damage provided for under this policy, together with any costs,
Policy Page 3
Policy Number: 91401-09-907638-01
attorneys' fees, and expenses incurred by the Insured Claimant that were
authorized by the Company up to the time of payment and that tile
Company is obligated to pay.
Upon the exercise by the Company of either of the options provided for in
subsections (b)(1) or (ii), the Company's obligations to the Insured under tills
policy for the claimed loss or damage, other than the payments required to be
made, shall terminate, including any liability or obligation to defend, prosecute,
or continue a ny litigation.
8. DETERMINATION AND EXTENT OF LIABILITY
Tills policy is a contract of indemnity against actual monetary loss or damage
sustained or incurred by the Insured Claimant who has suffered loss or damage by
reason of matters insured against by this policy,
(a) The extent of liability of the Company for loss or damage under tills policy
shall not exceed the lesser of
(i) theAmount of Insurance; or
(ii) the difference between the value of tile Title as insured and tile value
of tile Title subject to tile risk insured against by this policy.
(b) If the Company pursues its rights under Section 5 of these Conditions and
is unsuccessful in establishing the Title, as insured,
(i) the Amount of Insurance shall be increased by 10%, and
(ii) the Insured Claimant shall have the right to have the loss or damage
determined either as of the date the claim was made by the Insured
Claimant or as of the date it is settled and paid.
(c) In addition to the extent of liability under (a) and (b), the Company will
also pay those costs, attorneys' fees, and expenses incurred in accordance
with Sections 5 and 7 of these Conditions.
LIMITATION OF LIABILITY
(a) If the Company establishes the Title, or removes the alleged defect, lien,
or encumbrance, or cures the lack of a right of access to or from the
Land, or cures the claim of Unmarketable Title, all as insured, in a
reasonably diligent manner by any method, including litigation and the
completion of any appeals, it shall have fully performed its obligations
with respect to that matter and shall not be liable for any loss or damage
caused to the Insured.
(b) In the event of any litigation, including litigation by the Company or with
the Company's consent, the Company shall have no liability for loss or
damage until there has been a final determination by a court of
competent jurisdiction, and disposition of all appeals, adverse to the Title,
as insured.
(c) The Company shall not be liable for loss or damage to the Insured for
liability voluntarily assumed by the Insured in settling any claim or suit
without the prior written consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF
LIABILITY
All payments under this policy, except payments made for costs, attorneys'
fees, and expenses, shall reduce the Amount of Insurance by the amount of the
payment.
11. LIABILITY NONCUMULATIVE
The Amount of Insurance shall be reduced by any amount the Company pays
under any policy insuring a Mortgage to which exception is taken in Schedule B or
to which the Insured has agreed, assumed, or taken subject, or which is executed
by an Insured after Date of Policy and which is a charge or lien on the Title, and
the amount so paid shall be deemed a payment to the Insured under this policy.
12. PAYMENT OF LOSS
When liability and the extent of loss or damage have been definitely fixed
accordance with these Conditions, the payment shall be made within 30 days.
13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT
(a) Whenever the Company shall have settled and paid a claim under this
policy, it shall be subrogated and entitled to the rights of the Insured
Claimant in the Title and all other rights and remedies in respect to the
claim that the Insured Claimant has against any person or property, to the
extent of the amount of any loss, costs, attorneys' fees, and expenses
paid by the Company. If requested by the Company, the Insured Claimant
shall execute documents to evidence the transfer to the Company of these
rights and remedies. The Insured Claimant shall permit the Company to
sue, compromise, or settle in the name of the Insured Claimant and to
use the name of the Insured Claimant in any transaction or litigation
involving these rights and remedies.
If a payment on account of a claim does not fully cover the loss of the
Insured Claimant, the Company shall defer the exercise of its right to
recover until after the Insured Claimant shall have recovered its loss.
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
(b) The Company's right of subrogation includes the rights of the Insured to
indemnities, guaranties, other policies of insurance, or bonds,
notwithstanding any terms or conditions contained in those instruments
that address subrogation rights.
14. ARBITRATION
Either the Company or the Insured may demand that the claim or controversy
shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of
the American Land Title Association ("Rulesl. Except as provided in tile Rules,
there shall be no joinder or consolidation with claims or controversies of other
persons. Arbitrable matters may include, but are not limited to, ally controversy or
claim between the Company and the Insured arising out of or relating to this
policy, any service in connection with its issuance or the breach of a policy
provision, or to any other controversy or claim arising out of tile transaction giving
rise to this policy. All arbitrable matters when the Amount of Insurance is
$2,000,000 or less shall be arbitrated at the option of either the Company or tile
Insured. All arbitrable matters when the Amount of Insurance is in excess of
$2,000,000 shall be arbitrated only when agreed to by both the Company and the
Insured. Arbitration pursuant to this policy and under tile Rules shall be binding
upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be
entered in any court of competent jurisdiction.
IS. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT
(a) This policy together with all endorsements, if any, attached to it by the
Company is the entire policy and contract between the Insured and the
Company. In interpreting any provision of this policy, this policy shall be
construed as a whole.
(b) Any claim of loss or damage that arises out of the status of the Title or by
any action asserting such claim shall be restricted to this policy.
(c) Any amendment of or endorsement to this policy must be in writing and
authenticated by an authorized person, or expressly incorporated by
Schedule A of this policy.
Policy Page 4
Policy Number: 91401-09-907638-01
(d) Each endorsement to this policy issued at any time is made a part of this
policy and is subject to all of its terms and provisions. Except as the
endorsement expressly states, it does not (i) modify any of the terms and
provisions of the policy, (ii) modify any prior endorsement, (iii) extend the
Date of Policy, or (iv) increase the Amount of Insurance.
16. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held invalid or
unenforceable under applicable law, the policy shall be deemed not to include that
provision or such part held to be invalid, but all other provisions shall remain in full
force and effect.
17. CHOICE OF LAW; FORUM
(a) Choice of Law: The Insured acknowledges the Company has underwritten
the risks covered by this policy and determined the premium charged
therefore in reliance upon the law affecting interests in real property and
applicable to the interpretation, rights, remedies, or enforcement of
policies of title insurance of the jurisdiction where the Land is located,
Therefore, the court or an arbitrator shall apply the law of the jurisdiction
where the Land is located to determine tile validity of claims against the
Title that are adverse to the Insured and to interpret and enforce the
terms of this policy. In neither case shall the court or arbitrator apply its
conflicts of law principles to determine the applicable law.
(b) Choice of Forum: Any litigation or other proceeding brought by the
Insured against the Company must be filed only in a state or federal court
within, the United States of America or its territories having appropriate
jurisdiction.
11.8. NOTICES, WHERE SENT
Any notice of claim and any other notice or statement in writing required to be
given to the Company under this policy must be given to the Company at 1 First
American Way, Santa Ana, CA 92707, Attn: Claims Department.
POLICY OF TITLE INSURANCE
First American Title Insurance Company
Form No. 1402.06 Policy Page 5
ALTA Owner's Policy (6-17-06) Policy Number: 91401-09-907638-01
SCHEDULEA
First American Title Insurance Company
Name and Address of Title Insurance Company:
First American Title Insurance Company
1 First American Way
Santa Ana, CA 92707
File No.: 91401-907638-09 Policy No.: 91401-09-907638-01
Address Reference: 2724 Leonis Boulevard, Vernon, CA 90058
Amount of Insurance: $2,213,000.00 Premium: $3,756.50
Date of Policy: June 25, 2009 at 8:00 a.m.
1. Name of Insured:
City of Vernon, a body corporate and politic
2. The estate or interest in the Land that is insured by this'policy is:
A Fee.
3. Title is vested in:
City of Vernon, a body corporate and politic
4. The Land referred to in this policy is described as follows:
Real property in the City of Vernon, County of Los Angeles, State of California, described as
follows:
THE EAST 100 FEET OF LOT 10 OF TRACT 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.
APN: 6308-002-010
First American Trtle Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
File No.: 91401-907638-09
SCHEDULE B
Policy Page 6
Policy Number: 91401-09-907638-01
Policy No.: 9140IL-09-907638-01
EXCEPTIONS FROM COVERAGE
This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees,
or expenses that arise by reason of:
Any facts, rights, interests or claims that may exist or arise by reason of the following matters
disclosed by an ALTA/ACSM survey made by A.L.T.A./A.C.S.M. LAND TITLE SURVEY on March 4,
2009, designated Job Number 2705:
A) A block wall located on the land adjoining on the East encroaches onto subject property at
the Northeasterly corner thereof, a distance of 0.36 feet, and along the Easterly line thereof, a
distance of 0.27 feet.
B) A power pole and guy wire, with overhead wires, is situated on the Northerly portion of
subject property; said overhead wires encroach 2.04 feet onto the property adjoining on the
East.
C) A fire riser, fire department connection and a gas meter are situated on the Easterly portion
of subject property.
D) Railroad tracks cross the Southerly portion of subject property.
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
Policy Page 7
Policy Number: 91401-09-907638-01
ENDORSEMENT
Attached to Policy No. 91401-09-907638-01
Issued By
First American Title Insurance Company
The Company insures against loss or damage sustained by the Insured by reason of the failure of the
Land to abut a physically open street known as Leonis Boulevard .
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any
of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of
Policy, or (iv) increase the Amount of Insurance' To the extent a provision of the policy or a previous
endorsement is inconsistent with an express provision of this endorsement, this endorsement controls.
Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior
endorsements.
CLTA Form 103.7-06 (03-09- 07)
ALTA - Owner or Lender
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
Policy Page 8
Policy Number: 91401-09-907638-01
ENDORSEMENT
Attached to Policy No. 91401-09-907638-01
Issued by
First American Title Insurance Company
The Company hereby insures the insured against loss or damage which the insured shall sustain by
reason of the failure of the land describedin Schedule A to constitute a lawfully created parcel according
to the Subdivision Map Act (Section 66410, et seq., of the California Government Code) and local
ordinances adopted pursuant thereto.
This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof
and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of
the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date
of the policy and any prior endorsements, nor does it increase the face amount thereof.
CLTA Form 116.7 (Revised 6-14-96)
Subdivision Map Act Endorsement
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
Policy Page 9
Policy Number: 91401-09-907638-01
EN1150111SEMENT
Attached to Policy No. 91401-09-907638-01
Issued By
First American Title Insurance Company
The Company hereby insures against loss or damage sustained or incurred by the Insured by reason of:
The existence of present violations on the land of any enforceable covenants,
conditions or restrictions;
Except as shown in Schedule 13, the presence of existing encroachments of buildings,
structures, or improvements located on the land onto adjoining lands, nor any
encroachments onto the land of buildings, structures or improvements located on
adjoining lands.
3. Unmarketability of the title to the estate or interest by reason of any violations on
the land, occurring prior to acquisition of title to the estate or interest by the
Insured, of any covenants, conditions or restrictions.
4. Damage to existing building improvements:
a. Which are located or encroach upon the portion of the land subject to
any easement shown in Schedule 13, which damage results from the
exercise of the right.to use or maintain the easement for the purposes
for which the same was granted or reserved; ,
b. Resulting from the exercise of any right to use the surface of the land for
the extraction or development of the minerals excepted from the
description of the land or shown as a reservation in Schedule B.
5. Any final court order or judgment requiring removal from any land adjoining the land
I of any encroachment shown in Schedule B.
Wherever in this endorsement any or all the words "covenants, conditions or restrictions" appear, they
shall not be deemed to refer to or include the terms, covenants, conditions or restrictions contained in
anylease.
No coverage is provided under this endorsement as to any covenant, condition, restriction or other
provision relating to environmental protection.
This endorsement is made a part of the policy and is subject to all the terms and provisions thereof and
of any prior endorsements. Except to the extent expressly stated, it neither modifies any of the terms and
provisions of the Policy and any prior endorsements, nor does it extend the effective date of the Policy
and any prior endorsements, nor does it increase the face amount thereof.
F.A. Form 31.1 (Revised 3/99)
ALTA Extended Owner
(Improved Land)
Restrictions, Encroachments & Minerals
First American Title Insurance Company
Form No. 1402.06
ALTA Owner's Policy (6-17-06)
ENDORSEMENT
Attached to Policy No. 91401-09-907638-01
Issued By
First American Title Insurance Company
Policy Page 10
Policy Number: 91401-09-907638-01
The Company insures the Insured against loss or damage sustained or incurred by the Insured by reason
of the map attached to the Policy failing to show the correct location and dimensions of the land
according to those records which under the recording laws impart constructive notice as to the land.
This endorsement is made a part of the policy and is subject to all the terms and provisions thereof and
of any prior endorsements. Except to the extent expressly stated, it neither modifies any of the terms and
provisions of the Policy and any prior endorsements, nor does it extend the effective date of the Policy
and any prior endorsements, nor does it increase the face amount thereof.
F.A. Form 32 (Revised 3/99)
ALTA Extended - Modified Owner
(Unimproved land)
First American Title Insurance Company