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Resolution No. 10125
RESOLUTION NO. 10,125 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF . VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS FOR THE SALE OF REAL PROPERTY LOCATED AT 2200 55TH STREET AND 2001 57TH STREET TO C.R. LAURENCE CO., INC. WHEREAS, the City of Vernon desires to sell certain real property in the City commonly known as 2200 55th Street and 2001 57th Street in the City of Vernon (the "Property") to C.R. Laurence Co., Inc. ("CR.Laurence") for approximately $14.4 million for future development; and WHEREAS, the City has negotiated a Purchase and Sale Agreement and Escrow Instruction with CR Laurence, which the City has determined to be fair and reasonable; and WHEREAS, by memo dated December 16, 2009, the City Administrator recommends that the Property be sold and the necessary documents executed to implement the sale. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon does hereby find and determine that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Purchase and Sale Agreement and Escrow Instructions with CR Laurence (the "Agreement"), in substantially the form attached hereto as Exhibit A and incorporated by reference and authorizes the City Administrator, or his designee, to negotiate with CR Laurence i modifications to the Agreement which in the opinion of the.City Attorney will better protect the City. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for, and on behalf of, the City of Vernon as attached in Exhibit A, or alternatively, to execute a modified Agreement if the changes negotiated with CR Laurence are approved by the City Attorney, and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever action is deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to send the fully executed Agreement to C.R. Laurence Co., Inc. SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 21St day of December, 2009. ATTEST: MANUELA GIRON, C_ty Clerk Hilario Gonzales Name: Title: Mayor / Ia -Te -2- STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 10,125, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, December 21, 2009, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this -.� day of December, 2009, at Vernon, California. (SEAL) MANUEL, GIRON �City�Cle�rk� -3- EXHIBIT A PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS [2200 55TH STREET AND 2001 57TH STREET] This Purchase and Sale Agreement and Escrow Instructions [2200 55th Street and 200157th Street] (this "Agreement") is made and entered into as of December , 2009 (the "Effective Date"), by and between the CITY OF VERNON, California charter city and municipal corporation (the "Seller"), and C. R. LAURENCE CO., INC., a California corporation (the "Buyer"), with respect to the following facts: RECITALS A. Seller is the owner of and desires to sell to Buyer: (a) that certain land situated in the City of Vernon, County of Los Angeles, State of California, more particularly described on Exhibit A attached hereto and made a part hereof, together with all of the interest of Seller in any and all rights and appurtenances pertaining to such property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights -of - way (collectively, the "Land"); (b) the buildings, structures, fixtures and other improvements, if any, on the Land (collectively, the "Improvements"); and (c) all of Seller's interest in any and all permits, maps, development rights, plans and specifications, entitlements, approvals, studies and reports relating to the Land and Improvements, excepting those sewer discharge capacity units allocated by the Los Angeles County Sanitation District described on Schedule A attached hereto and made a part hereof, and which shall be retained by the Seller (collectively, the "Entitlements"). B. Buyer desires to purchase the Land, Improvements and Entitlements (collectively, the "Property") from Seller. C. By this Agreement, Seller is agreeing to sell the Property to Buyer upon and subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration ofthe terms and conditions ofthis Agreement and for other valuable consideration, the receipt of which is hereby acknowledged, the Buyer and Seller agree as follows: 1. Purchase and Sale. Subject to and in accordance with the terms and conditions hereinafter set forth, on the Close of Escrow (as defined in Section 2), Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property. 2. Opening and Closing of Escrow. Within five (5) days after the Effective Date, an escrow (the "Escrow") shall be opened with North American Title Company (the "Escrow Holder"), 101 North Brand Boulevard, Suite 1800, Glendale, California 91203, Attention: Ms. Tina DeBow, Escrow Officer, Phone: (818) 551-5370, Fax: (818) 240-9884 (the "Opening of Escrow"). Upon the Opening of Escrow, the parties hereto shall deposit a fully executed original of this Agreement with Escrow Holder and this Agreement shall serve as the instructions to EscrowHolder 101202836.2 1 Purchase and Sale Agreement 27458-1 for consummation of the transactions contemplated hereby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any supplementary escrow instructions, the terms and provisions of this Agreement shall control. The "Close ofEscrow" or "Closing" shall be the date that a grant deed for the Property in favor of Buyer is recorded in the Official Records of the Los Angeles County Recorder's Office. The Close of Escrow shall occur on or before thirty (30) days following the earlier of (i) expiration of the Due Diligence Period (as defined in Section 9), or (ii) the Buyer's written approval of the physical condition and state of title of the Property and commitment to proceed to Closing (the "Closing Date"). 3. Purchase Price, Deposit• Escrow Account; Independent Consideration. (a) The purchase price for the Property to be paid by Buyer is the sum ofFourteen Million Four Hundred Thousand Dollars ($14,400,000.00) (the "Purchase Price"). (b) Within five (5) days after the Effective Date, Buyer shall deliver to Escrow Holder an earnest money deposit in the amount of Two Hundred Thousand Dollars ($200,000.00) (the "Deposit") in the form of a cashier's check, by a federal wire transfer, or other form acceptable to the Escrow Holder, The Deposit shall be placed in an interest -bearing bank account (the "Escrow Account") and all interest accruing thereon shall increase and become a part of the Deposit. On the Close of Escrow, the Deposit shall be applied toward the cash payment of the Purchase Price. The remaining balance of the cash payment of the Purchase Price shall be payable by Buyer in the form of a cashier's check, federal wire transfer, or other form acceptable to Seller and the Escrow Holder and placed in the Escrow Account no later than one (1) business day prior to the Close ofEscrow. In the event that Buyer terminates this Agreement by written notice to Seller on or prior to the expiration of the Due Diligence Period in accordance with the terms and provisions hereof, the Deposit shall be refunded to Buyer. Upon the earlier of (i) expiration of the Due Diligence Period, or (ii) the Buyer's written approval of the physical condition and state of title of the Property and commitment to proceed to Closing, if this Agreement has not been terminated or deemed terminated as provided herein, the Deposit shall become non-refundable and shall be applied toward the Purchase Price at the Close ofEscrow or be released to and retained by Seller as liquidated damages as described in Section 18, except that if the Close of Escrow fails to occur due to Seller's default or the failure of a condition precedent to Buyer's obligations under this Agreement as provided in Section 12, Buyer shall be entitled to the refund of the Deposit. (c) Within five (5) days after the Effective Date, Buyer shall deposit into Escrow the amount of One Hundred Dollars ($100.00) (the "Independent Consideration"). The Independent Consideration shall be non-refundable to Buyer as independent consideration for the rights and options extended to Buyer hereunder, including without limitation, the right and option to terminate this Agreement as provided herein. The Independent Consideration shall be disbursed to Seller immediately following Buyer's deposit thereof into Escrow. In all instances under this Agreement in which Buyer elects to terminate or is deemed to have terminated this Agreement, Seller shall retain the Independent Consideration. The Independent Consideration shall not be applicable towards the Purchase Price or treated as consideration given by Buyer for any purpose other than as stated in this Section 3(c). 101202836.2 2 Purchase and Sale Agreement 27458-1 4. Delivery of Documents on the Close of Escrow. (a) On the Close of Escrow, Seller covenants and agrees to cause to be delivered to Buyer a duly executed and acknowledged Grant Deed in the form attached as Exhibit B hereto (the "Grant Deed") conveying to Buyer all of Seller's interest in the Property subject only to the Permitted Title Exceptions (as defined in Section 5) approved by Buyer, as provided below. (b) At the Close of Escrow, Buyer shall receive the Title Policy (as defined in Section 5j issued by Chicago Title Company (the "Title Company"), 700 South Flower Street, Suite 800, Los Angeles, CA 90017, Attention: Mr. Mike Slinger, Title Officer, Phone: (213) 612-4161, Fax: (213) 612-4133, insuring in Buyer fee simple title to the Property, free and clear of all liens and encumbrances other than the Permitted Title Exceptions. 5. Title and Title Insurance. (a) Within seven (7) days after the Effective Date, the Title Company shall deliver to Buyer and Seller a preliminary report for the Property from Title Company together with copies of all instruments noted as exceptions therein (the "Preliminary Title Report"), and the most recent ALTA survey of the Property, if any, in Seller's possession or under Seller's control. Buyer shall also have the option of ordering, at Seller's cost, an ALTA survey for the Property pursuant to the terms set forth in Section 14 (the "Survey"). (b) Buyer shall have until the expiration of the Due Diligence Period to disapprove any exceptions to title shown on the Preliminary Title Report or reflected on the Survey (collectively, "Disapproved Exceptions") and to provide Seller with notice of disapproval in writing describing the exception with reasonable particularity (the "Disapproval Notice"). Any exceptions to title not disapproved by Buyer within such period shall be deemed approved. Within five (5) business days of Seller's receipt of a Disapproval Notice (the "Seller's Election Period"), Seller shall have the right, but not the obligation, to notify Buyer in writing that Seller intends to remove the Disapproved Exceptions. If Seller notifies Buyer of an intention to eliminate the Disapproved Exceptions, Seller shall do so concurrently with or prior to the Close of Escrow; provided, however, if such Disapproved Exception is not susceptible of removal and cure prior to the Close ofEscrow despite Seller's commercially reasonable efforts, the scheduled date for the Close of Escrow shall be automatically extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed thirty (30) days after the Closing Date. If Seller does not elect to remove any of the Disapproved Exceptions, Buyer, by notifying in writing Seller within three (3) business days after the expiration of Seller's Election Period, may elect to terminate this Agreement or to take the Property subject to the Disapproved Exceptions. In any event, Seller covenants to pay in full all loans secured by mortgages and deeds of trust encumbering the Property and to remove any mechanics liens and any other monetary liens encumbering the Property (other than current real property taxes and assessments which are not due and payable) prior to or concurrently with the Close of Escrow; provided, however, Seller shall have the right to bond over mechanic's liens so long as such bond is reasonably acceptable in form and substance to the Buyer and is sufficient to allow the Title Company to insure over such liens in the Title Policy (defined below). The Title Policy shall include such endorsements as Buyer shall reasonably request and which Title Company agrees to issue on or before the expiration of the Due Diligence Period. All title policy endorsements are to be paid for by Buyer. Whether or not Buyer shall have furnished to Seller any 101202836.2 3 Purchase and Sale Agreement 27458-1 notice of Disapproved Exceptions pursuant to the foregoing provisions of this Agreement, Buyer may, at or prior to the Close of Escrow, notify Seller in writing of any exceptions to title first raised by the Title Company between (a) the last date on which Buyer is entitled to make such an objection as set forth above and (b) the date on which the transaction contemplated herein is scheduled to close. With respect to any Disapproved Exceptions set forth in such notice, Seller shall have the same option to cure (or in the case of a monetary lien, the obligation to obtain the removal or bonding thereof as provided above) and Buyer shall have the same option to accept title subject to such matters or to terminate this Agreement as those which apply to any notice of Disapproved Exceptions made by Buyer before the expiration of the Due Diligence Period. If Seller elects to attempt to cure any such matters, the scheduled date for the Close of Escrow shall be automatically extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed thirty (30) days after the scheduled date for the Close of Escrow set forth in Section 2. (c) Buyer's obligation to consummate the purchase contemplated by this Agreement is conditioned upon the irrevocable commitment by the Title Company, issued on or before the expiration of the Due Diligence Period, and reconfirmed not later than one (1) business day prior to the Closing Date, to issue a CLTA Standard Coverage Owner's Policy of Title Insurance in the amount of the Purchase Price, issued by Title Company, with a CLTA 116.7 Form (subdivision) endorsement (the "Title Policy"). The Title Policy shall insure Buyer's fee interest in the Property subject only to the following permitted conditions of title (the "Permitted Title Exceptions"): (i) General and special real property taxes and assessments for the then current tax fiscal year which are a lien not then due and payable; (ii) The applicable zoning, building and development regulations of any municipality, county, state or federal jurisdiction affecting the Property; (iii) Such other exceptions listed in the Preliminary Title Report that have been approved, or been deemed approved, by Buyer as provided in Section 5(b); and (iv) Any exceptions directly or indirectly caused by Buyer or Buyer's agents, employees or contractors. At Buyer's election and cost, Buyer may cause the Title Company to provide Buyer with an ALTA Extended Coverage Owner's Policy. Notwithstanding the foregoing, Buyer's receipt of an ALTA policy shall be a condition to closing provided that Buyer pays the cost of the ALTA policy in excess of the cost of a CLTA policy and Buyer obtains an ALTA survey acceptable to the Title Company prior to the expiration of the Due Diligence Period. 6. Deposit of Documents and Funds in Escrow. (a) Seller and Buyer, as applicable, hereby covenant and agree to deliver to Escrow Holder at least one (1) business day prior to the Close of Escrow the below listed instruments, documents, and funds, the delivery of each of which shall be a condition of the Close of Escrow. (b) Seller shall deliver: 101202836.2 4 Purchase and Sale Agreement 27458-1 (i) The Grant Deed duly executed and acknowledged by Seller; (ii) A Withholding Exemption Certificate Form 593-C as contemplated by California Revenue and Taxation Code §18662 (the "Withholding Affidavit") duly executed by Seller; (iii) A Certification of Non -Foreign Status in accordance with Internal Revenue Code Section 1445 duly executed by Seller; executed by Seller; (iv) An Assignment of the Entitlements from Seller to Buyer, duly Seller hereunder; (v) Such funds as are required to pay for costs and expenses payable by (vi) Such proof of Seller's authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue the Title Policy; (vii) Such property files and records, if any, which are material in connection with the continued operation and maintenance of the Property; (viii) Such affidavits of Seller, certificates of value or other documents as may be reasonably required by Escrow Holder or the Title Company (and are reasonably acceptable to Seller) in order to effect the Close of Escrow and issue the Title Policy; and (ix) Any other documents required to be executed and delivered for the Close of Escrow under the terms of this Agreement, and such documents as are required by the Los Angeles County Sanitation District to reallocate the sewer discharge capacity units described in Schedule A. (c) Buyer shall deliver: (i) The balance of Purchase Price together with such funds as are required to pay for costs and expenses payable by Buyer hereunder; (ii) Such proof of Buyer's authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue the Title Policy; (iii) An Assignment of the Entitlements from Seller to Buyer, duly executed by Buyer; and (iv) Any other documents required to be executed and delivered for the Close of Escrow under the terms of this Agreement, and such documents as are required by the Los Angeles County Sanitation District to reallocate the sewer discharge capacity units described in Schedule A. Each of the Buyer and Seller may waive any condition of the Close of Escrow to be performed by the other and set forth in this Section 6. 101202836.2 5 Purchase and Sale Agreement 27458-1 7. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and distribute the documents called for hereunder upon the Close of Escrow, provided each of the following conditions has then been fulfilled: (a) The Title Company is irrevocably committed to issue in favor of Buyer the Title Policy, with a liability in the amount of the Purchase Price. (b) Escrow Holder shall have received Buyer's authorization to close and Buyer's notice of approval, or satisfaction or waiver of all of the contingencies/conditions to Buyer's obligations hereunder, as provided for in Section 12; (c) Escrow Holder shall have received Seller's authorization to close and Seller's notice of approval, or satisfaction or waiver of all of the contingencies/conditions to Seller's obligations hereunder, as provided for in Section 13; and (d) Seller and Buyer shall have deposited in Escrow the documents and funds required pursuant to Section 6. Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for the issuance of the Title Policy. 8. Escrow Charizes and Prorations. (a) Seller shall pay (i) one-half (1/2) of the fees and charges of Escrow Holder, (ii) the cost of the premium for the CLTA Standard Coverage portion of the Title Policy, (iii) all documentary or other local transfer taxes on the transfer of the Property; and (iv) Seller's share of the charges prorated under this Agreement. Ifthe Escrow shall fail to close for any reason other than Buyer's default, Seller shall pay one-half (1/2) of any applicable Escrow cancellation charges. (b) Buyer shall pay (i) one-half (1/2) of the fees and charges of Escrow Holder, (ii) the cost of the premium for the Title Policy in excess of the premium for a CLTA Standard Coverage policy, if any, (iii) the cost of all endorsements to the Title Policy, (iv) all costs and charges for the recordation of the Grant Deed, and (v) Buyer's share of the charges prorated under this Agreement. If the Escrow shall fail to close for any reason other than Seller's default, Buyer shall pay one-half (1/2) of any applicable Escrow cancellation charges. (c) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day on which the Close of Escrow occurs, as if Buyer were vested with title to the Property during the entire day upon which the Close of Escrow occurs: (i) taxes and assessments levied against the Property; (ii) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at the Close of Escrow on the basis of the most recent meter reading occurring prior to the Close of Escrow; and (iii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a buyer and a seller in the area in which the Property is located. 101202836.2 6 Purchase and Sale Agreement 27458-1 (d) Notwithstanding anything contained in Section 8(c), any installment oftaxes or assessments for the current year paid at or prior to the Close of Escrow shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before the Close of Escrow, Seller shall be charged at the Close of Escrow an amount equal to that portion of such taxes and assessments which relates to the period before the Close of Escrow and Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the Close of Escrow, the parties shall make all necessary adjustments by appropriate payments between themselves following the Close of Escrow. All delinquent taxes and assessments (and any penalties therein) for periods prior to the Close of Escrow, if any, affecting the Property shall be paid by Seller. (e) All prorations shall be determined on the basis of a 365 day year. The provisions of this Section 8 shall survive the Close of Escrow. 9. Due Diligence Period; Access. During the period commencing on the Effective Date and ending at 5:00 p.m. sixty (60) days thereafter (the "Due Diligence Period"), Buyer may inspect the Property as necessary to approve all zoning and land use matters relating to the Property and to approve the physical condition of the Property subject to the limitations set forth below. (a) Within seven (7) days after the Effective Date, Seller shall provide to Buyer, any and all of the following documents to the extent in Seller's possession or under Seller's control: environmental materials, soils and geological testings or reports, structural engineering reports, plans and specifications, utility contracts, service contracts, and brokerage agreements. Buyer may inspect any and all other files pertaining to the Property and located in the Seller's offices. Buyer shall provide at least two (2) business days notice to Seller of Buyer's intent to inspect such files and any such inspection shall occur during Seller's normal business hours. It is understood by the parties hereto that Seller does not make any representation or warranty, express or implied, as to the accuracy or completeness of any information contained in Seller's files or in the documents produced by Seller, including without limitation, any environmental audit or report prepared by unaffiliated third party consultant. To the extent permitted by law, Buyer shall keep all information provided by the Seller confidential and shall not disclose it to any third parties except its accountants, legal counsel, and other consultants employed in connection with its acquisition of the Property. In the event this Agreement is terminated, Buyer shall promptly return to Seller all such documentation and other information obtained from or otherwise provided by Seller. Buyer shall provide Seller with copies of all reports, test results, surveys and other written materials independently obtained by Buyer in connection with its investigation of the Property promptly following Buyer's receipt thereof. Buyer may terminate this Agreement in Buyer's sole and absolute discretion for any reason, or for no reason whatsoever, by giving written notice to the Seller on any day prior to and including the final day of the Due Diligence Period, in which event this Agreement shall become null and void and, except as expressly set forth in this Agreement, neither party shall have any further rights, duties and obligations hereunder, and Buyer shall be entitled to the immediate refund of the Deposit. 101202836.2 7 Purchase and Sale Agreement 27458-1 (b) Subject to Buyer's compliance with the terms ofthis Section 9, Buyer and its agents, attorneys, accountants, and other representatives shall have the right, at Buyer's sole cost and expense, to enter upon the Property until the Close of Escrow or the earlier termination of this Agreement to make inspections and other examinations of the Property and any improvements thereon, including without limitation, the right to perform surveys, soil and geological tests of the Property and the right to perform environmental site assessments and studies of the Property. Buyer's physical inspection of the Property shall be conducted during normal business hours at times mutually acceptable to Buyer and Seller. Buyer shall give Seller at least 24 hours prior notice ofany entry onto the Property and Seller shall have the right to be present during any such entry or inspections. No invasive testing or boring shall be done without the prior notification of Seller and Seller's written approval of the same, which approval may be withheld in Seller's sole and absolute discretion. Buyer shall promptly repair any damage to the Property caused by its inspections and investigations. To evidence Buyer's right of entry to the Property, the parties shall execute and deliver that certain Right of Entry. Agreement attached hereto as Exhibit C within three (3) days following the Effective Date. 10. Warranties, Representations and Covenants of Seller. Seller hereby represents, warrants and covenants to Buyer the following, it being expressly understood and agreed that all such representations and warranties are true and correct in all material respects as of the Effective Date. If the Seller acquires additional knowledge regarding the matters which are the subject of the warranties or representations contained in this Section 10 and which would cause any of such warranties or representations to be incorrect in any material respect prior to the Close of Escrow, Seller shall give prompt written notice thereof to Buyer. Within seven (7) business days following receipt of such notice, Buyer may elect to cancel this Agreement and receive a refund ofthe Deposit. As of the Close of Escrow, the warranties and representations contained in this Section 10 shall be true and correct in all material respects, subject to any matters disclosed in writing by Seller to Buyer as provided herein. (a) Seller has full right and power to execute, deliver and perform its obligations under this Agreement, and when executed and delivered, Seller and all parties having an interest in the Property shall be lawfully bound by the terms of this Agreement. Seller is the sole owner of the Property. Seller shall not sell, lease or otherwise transfer or encumber the Property or allow the Property to be further encumbered from the Effective Date to the Close of Escrow or the date of Termination of this Agreement. (b) There is no pending or, to Seller's actual knowledge, threatened litigation, which does or may adversely affect the Property. (c) To Seller's actual knowledge, there are no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Property, or any part thereof or any interest therein, which will survive the Close of Escrow other than those that may appear on the Preliminary Title Report. Seller has entered into no understanding or agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assessments respecting the Property. (d) Neither this Agreement nor anything provided to be done hereunder including the transfer of title to the Property to Buyer, violates or shall violate, any contract, instrument, 101202836.2 8 Purchase and Sale Agreement 27458-1 partnership agreement, trust agreement, or any other agreement to which Seller is a party, and which affects the Property or any part thereof, and the sale of the Property herein contemplated does not require the consent of any party not a signatory hereto. (e) Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code. (f) To Seller's actual knowledge, except as described in writing to Buyer prior to the expiration of the Due Diligence Period or as described in or referred to in the materials listed in Schedule B attached hereto and made a part hereof, (i) the Property does not contain any Hazardous Materials, (ii) Seller has not placed or released or caused or allowed to be placed or released at the Property any Hazardous Materials, and (iii) Seller's predecessors -in -interest have not placed or released or caused or allowed to be placed or released at the Property any Hazardous Materials. As used in this Agreement, the term "Hazardous Materials" means petroleum products, petroleum related products, fungi, "hazardous substances," "hazardous materials," "toxic substances," or"solid wastes" as those terms are defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended by Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act of 1976, and the Hazardous Materials Transportation Act, and state and local laws, ordinances and regulations. As used anywhere in this Agreement, the terms "actual knowledge" and "to Seller's actual knowledge" refers to the actual knowledge of the Seller's Director ofEnvironmental Healthwithout the obligation to undertake any investigation or inquiry. The Director ofEnvironmental Health has primary responsibility for environmental matters pertaining to the Property. The Director of Environmental Health shall have no personal liability with respect to the representations, warranties or covenants contained in this Section 10. 11. Warranties. Representations and Covenants of Buyer. Buyer hereby represents, warrants and covenants to Seller the following, it being expressly understood and agreed that all such representations and warranties are true and correct in all material respects as of the Effective Date. If Buyer acquires additional knowledge regarding the matters which are the subject of the representations or warranties contained in this Section 11 and which would cause any of such representations or warranties to be incorrect in any material respect prior to the Close of Escrow, Buyer shall give prompt written notice thereofto Seller. Within seven (7) business days ofreceipt of such notice, Seller may elect to cancel this Agreement and Buyer shall be entitled to receive a refund of the Deposit. As of the Close of Escrow, the representations and warranties contained in this Section 11 shall be true and correct in all material respects, subject to any matters disclosed in writing by Buyer to Seller as herein provided. (a) Buyer has the full right, power and authority to enter into this Agreement and has taken all action necessary to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly and validly authorized by Buyer, and no other action by Buyer is requisite to the valid and binding execution, delivery, and performance of this Agreement by Buyer. 101202836.2 9 Purchase and Sale Agreement 27458-1 (b) There is no pending litigation or, to the best of Buyer's knowledge, threatened litigation, which does or will materially adversely affect Buyer's ability to consummate this transaction. (c) This Agreement and all documents executed by Buyer which are to be delivered to Seller at or prior to the Closing are, or at the time of Closing will be, duly authorized, executed, and delivered by Buyer, are or at the time of Closing, will be legal, valid and binding obligations of Buyer, enforceable in accordance with their terms, and do not and at the time of Closing will not violate any provisions of any agreement or judicial order to which Buyer is a party or to which Buyer is subject. 12. Buyer's Conditions. For the benefit of the Buyer, the Close of Escrow and Buyer's obligation to consummate the purchase of Property shall be contingent upon and subject to written notice to Escrow Holder by Buyer of the occurrence of all of the following conditions precedent (or Buyer's written waiver thereof, it being agreed that Buyer can waive any or all such contingencies) on or before the Close of Escrow: (a) Buyer's obtaining a satisfactory commitment issued by Title Company to issue the Title Policy in favor of Buyer with a liability amount equal to the Purchase Price showing Buyer's fee interest in the Property subject only to the Permitted Title Exceptions, and being otherwise in accordance with the provisions of Section 5 of this Agreement. (b) That as of the Close of Escrow the representations and warranties of Seller contained in this Agreement are either all true and correct in all material respects or, to the extent that is not the case, have been waived by Buyer. (c) Seller's delivery of all documents required to be delivered by Seller pursuant to Section 6 hereof. (d) Buyer's approval, prior to the expiration of the Due Diligence Period, of the physical condition of the Property, including without limitation, any and all inspections, tests, survey(s), if any, and other studies to be conducted by Buyer, in Buyer's sole discretion. (e) If Buyer has elected to obtain the same, Buyer's obtaining and approving the Survey provided for herein prior to the expiration of the Due Diligence Period. If all the foregoing conditions precedent have not been either met to Buyer's sole satisfaction or expressly waived in writing by Buyer on or before the respective dates set forth therein, or if no date is set forth therein on or prior to the Close ofEscrow, then this Agreement shall, at the option of Buyer, become null and void, in which event, except as expressly set forth in this Agreement, neither party shall have any further rights, duties and obligations hereunder, and Buyer shall be entitled to the immediate refund of the Deposit. 13. Seller's Conditions. For the benefit of Seller, the Close of Escrow and Seller's obligation to consummate the sale of the Property shall be contingent upon and subject to written notice to the Escrow Holder by Seller of the occurrence of all of the following conditions precedent (or Seller's written waiver thereof, it being agreed that Seller can waive any or all such contingencies) on or before the Close of Escrow: 101202836.2 10 Purchase and Sale Agreement 27458-1 (a) Deposit by Buyer of the Purchase Price and all other sums to be deposited by Buyer in Escrow in accordance with the requirements hereof. (b) Buyer's delivery of all documents required to be delivered by Buyer pursuant to Section 6 hereof and performance of all other material covenants and agreements to be performed by Buyer under this Agreement. (c) That as of the Close of Escrow the representations and warranties of Buyer contained in this Agreement are all either true and correct in all material respects or, to the extent that is not the case, have been waived by Seller. If all the foregoing conditions precedent have not been either met to Seller's sole satisfaction or expressly waived in writing by Seller on or before the Close ofEscrow, then this Agreement shall, at the option of Seller, become null and void, in which event, except as expressly set forth in this Agreement, neither party shall have any further rights, duties and obligations hereunder, and the Deposit shall be immediately paid to Seller from Escrow. 14. Subdivision Approval Condition. In addition to the conditions precedent set forth in Sections 12 and 13 above, it shall be an additional condition precedent for the benefit of Buyer and Seller, which shall not be waivable by either party, that the Subdivision Approvals (as hereinafter defined) have occurred prior to the Close of Escrow. If the foregoing condition precedent is not satisfied by the Closing Date, then this Agreement shall terminate and neither party shall have any further obligation hereunder except those obligations which by their terms expressly survive the termination of this Agreement, and Buyer shall receive a refund of the Deposit. 15. Survev. Buyer, at Seller's sole cost and expense, may obtain an ALTA survey acceptable to the Title Company prior to the expiration of the Due Diligence Period. 16. Processing of Subdivision Approvals. Seller covenants and agrees to process and finalize, at Seller's sole cost and expense, any lot line adjustments and/or such certificates of compliance as required for the Land to be conveyed as separate legal lots consistent with the Subdivision Map Act (the "Subdivision Approvals"). 17. Destruction/Condemnation. In the event that prior to the Close of Escrow, the Property, or any portion thereof, is damaged by fire, earthquake, or other casualty, or is subject to a taking by a public authority, then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) days after receiving written notice of such damage or taking, either (a) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, except that (i) Buyer and Seller shall each be responsible for one half (t/2) of any cancellation fees charged by the Escrow Holder and/or the Title Company and (ii) the Deposit and any other funds deposited into Escrow by Buyer, including interest thereon, shall be refunded to Buyer, or (b) to accept the Property in its then condition and proceed with the Closing, and to receive an assignment of all of Seller's rights to any proceeds of insurance or condemnation awards payable by reason of such damage or taking. If Buyer elects to proceed under the preceding clause (b), there shall be no adjustment to the Purchase Price and Seller shall not compromise, settle or adjust any claims to such proceeds of insurance or condemnation awards. Seller agrees to give Buyer prompt notice of any damage to or taking of the Property promptly after Seller receives notice of the same. 101202836.2 11 Purchase and Sale Agreement 27458-1 18. Disposition of Deposit. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER'S DEFAULT UNDER THIS AGREEMENT OR THE FAILURE OF SATISFACTION OF THE CONDITIONS DESCRIBED IN SECTION 12 HEREOF, AND BUYER SHALL NOT HAVE DEFAULTED UNDER THIS AGREEMENT, THEN THE DEPOSIT SHALL BE RETURNED TO BUYER, AND NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER; PROVIDED, HOWEVER, IF THE TRANSACTION SHALL FAIL TO CLOSE BY REASON OF SELLER'S DEFAULT, AND BUYER SHALL HAVE FULLY PERFORMED ITS OBLIGATIONS HEREUNDER AND SHALL BE READY, WILLING AND ABLE TO CLOSE, THEN BUYER SHALL BE ENTITLED TO SPECIFICALLY ENFORCE THIS AGREEMENT (BUT NO OTHER ACTION, FOR DAMAGES OR OTHERWISE, SHALL BE PERMITTED). IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT OR THE FAILURE OF SATISFACTION OF THE CONDITIONS DESCRIBED IN SECTION 13 HEREOF, IT IS AGREED THAT THE DEPOSIT SHALL BE NON-REFUNDABLE AND SELLER SHALL BE ENTITLED TO SUCH DEPOSIT, WHICH AMOUNT SHALL BE ACCEPTED BY SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER UPON BUYER'S FAILURE TO - COMPLETE ITS PURCHASE OF THE PROPERTY. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVERDAMAGES OR OTHERWISE ENFORCE SELLER'S RIGHTS. UPON A BUYER'S DEFAULT, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT FOR THE RIGHT OF SELLER TO RETAIN SUCH LIQUIDATED DAMAGES. SELLER HEREBY WAIVES ANY RIGHT TO AN ACTION FOR SPECIFIC PERFORMANCE OF ANY PROVISIONS OF THIS AGREEMENT AND ANY RIGHT TO PURSUE ANY OTHER REMEDY FOR ANY BREACH OR DEFAULT BY BUYER OF THIS AGREEMENT. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION3389. IF FURTHER INSTRUCTIONS ARE REQUIRED BY ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS PARAGRAPH, BUYER AND SELLER AGREE TO EXECUTE THE SAME. THE PARTIES ACKNOWLEDGE THIS PROVISION BY PLACING THEIR INITIALS BELOW: SELLER �T BUYER 19. As -Is Sale. BUYER ACKNOWLEDGES AND AGREES THAT BUYER WILL BE CONCLUDING THE PURCHASE OF THE PROPERTY BASED SOLELY UPON BUYER'S INSPECTION AND INVESTIGATION OF THE PROPERTY, AND THAT BUYER WILL BE PURCHASING THE PROPERTY ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS, LATENT AND PATENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, IS NOT HEREBY MAKING, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, 101202836.2 12 Purchase and Sale Agreement 27458-1 ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, EXCEPT THOSE EXPRESSLY CONTAINED IN SECTION 10 OF THIS AGREEMENT, ON WHICH BUYER IS RELYING, AS TO ANY MATTER CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, MATTERS RELATING TO THE ZONING, LAND -USE OR OTHER ENTITLEMENTS, THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE EXISTING ENVIRONMENTAL CONDITION, AND/OR SOILS, SEISMIC, GEOTECHNICAL), THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAWS AND REGULATIONS, OR ANY OTHER REPRESENTATION OR WARRANTY RESPECTING LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS, AFFECTING OR CONCERNING THE PROPERTY OR ANY PART THEREOF, AND SELLER SPECIFICALLY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES, AND/OR OTHERMATTERS RELATINGTO THE CONDITION OF THE PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY BY OR ON BEHALF OF SELLER, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL REPORTS AND THE OTHER DOCUMENTS AND INSTRUMENTS TO BE DELIVERED TO, OR OTHERWISE MADE AVAILABLE TO, BUYER WAS OBTAINED FROM A VARIETY OF SOURCES, THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION, THAT ALL SUCH INFORMATION HAS BEEN AND SHALL BE PROVIDED SOLELY AS AN ACCOMMODATION TO BUYER, AND THAT SELLERMAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. AS PART OF BUYER'S AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY "AS -IS, WHERE -IS," AND "WITH ALL FAULTS", AND NOT AS A LIMITATION ON SUCH AGREEMENT, BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL CLAIMS OR RIGHTS AGAINST THE SELLER ARISING OUT OF THE INACCURACY OR INCOMPLETENESS OF ANY MATERIALS SO FURNISHED, ARISING OUT OF OR IN CONNECTION WITH THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTY, AND ANY AND ALL ACTUAL OR POTENTIAL CLAIMS OR RIGHTS BUYER MIGHT HAVE REGARDING ANY FORM OF REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY, OTHER THAN IN CONNECTION WITH THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED IN SECTION 10 OF THIS AGREEMENT. SUCH WAIVER IS ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. AS PART OF THE PROVISIONS OF THIS SECTION, BUT NOT AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND BUYER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAWS, RULES OR REGULATIONS, INCLUDING WITHOUT LIMITATION, SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR STATUTE, LAW, RULE OR REGULATION OF ANY OTHER STATE. BUYER ACKNOWLEDGES THAT SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA PROVIDES AS FOLLOWS: 101202836.2 13 Purchase and Sale Agreement 27458-1 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTION THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." SELLER AND BUYER HAVE EACH INITIALED THIS SECTION TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISAkN HEREOF. L 'i SELLER BUYER 20. WAIVER OF PUNITIVE CONSEQUENTIAL AND SPECIAL DAMAGES. BUYER AND SELLER EACH WAIVE ANY AND ALL RIGHTS AGAINST THE OTHER TO AN AWARD OF PUNITIVE, CONSEQUENTIAL AND/OR SPECIAL DAMAGES WITH RESPECT TO ANY DISPUTE BETWEEN THEM RELATING TO THIS AGREEMENT. 21. Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by personal delivery (by recognized courier service or otherwise), or by facsimile transmission. Notices shall be considered given upon the earlier of (a) personal delivery, or (b)two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (c) upon transmission by facsimile. A copy of all notices shall be sent to Escrow Holder. Notices shall be addressed as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice: Buyer: C. R. Laurence Company, Inc. 2677 East Vernon Avenue Vernon, California 90058 Attention: Don Friese / Lloyd Talbert Telephone: (323) 588-1281 Fax: (323) 584-5269 Copy to: Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 San Diego, CA 92101 Attn.: Kirsten M. Solberg, Esq. Phone: (619) 233-2988 Fax: (619) 446-8256 Seller: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Administrator Phone: (323) 583-8811 Fax: (323) 826-1427 101202836.2 14 Purchase and Sale Agreement 27458-1 Copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attn.: Jim G. Grayson, Esq. Phone: (213) 626-8484 Fax: (213) 626-0078 Escrow Holder: North American Title Company 101 North Brand Boulevard Suite 1800 Glendale, California 91203 Attn: Ms. Tina DeBow, Escrow Officer Phone: (818) 551-5370 Fax: (818) 240-9884 22. Broker's Commissions. The Buyer and Seller each represent and warrant to the other that it has not used a broker, agent, finder or other person in connection with this transaction to whom a brokerage or other commission may be payable other than Cushman & Wakefield. Seller shall be solely responsible for the payment of all brokerage fees due Cushman & Wakefield pursuant to a separate written agreement between Seller and Cushman & Wakefield. Each party shall defend, indemnify and hold the other party harmless from and against any and all claims for any broker's commission or similar compensation that may be payable to any broker, finder or other person or entity (other than Cushman & Wakefield) based upon such party's own acts. The indemnification obligations contained in this Section 22 shall survive the Close of Escrow and the delivery of the Grant Deed. 23. Time is of the Essence. The parties hereto agree that time is of the essence with respect to each term, condition and covenant hereof. 24. Successors and Assigns. The provisions of this Agreement are expressly binding upon, and shall inure to the benefit of, the parties hereto and their successors in interest and assigns. 25. Entire Agreement. This Agreement, together with all exhibits hereto, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 26. Severability. Invalidation of any of the terms, conditions, covenants, or other provisions contained herein by judgment or court order shall in no way affect any ofthe other terms, conditions, covenants, or provisions hereof, and the same shall remain in full force and effect. 27. Amendments. Any amendments to this Agreement shall be effective only when duly executed by Seller and Buyer and deposited with Escrow Holder. 28. Attorneys' Fees. In the event that suit is brought for the enforcement of this Agreement or as the result of any alleged breach thereof, the prevailing party or parties in such suit 101202836.2 15 Purchase and Sale Agreement 27458-1 shall. be entitled to recover their reasonable attorneys' fees, costs, and expenses from the losing party or parties, and any judgment or decree rendered in such proceedings shall include an award thereof. 29. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of Seller and Buyer and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 30. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 31. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, facsimile signatures shall be deemed to be original signatures, and shall be followed by the immediate overnight delivery of original signature pages. 32. Assignment of Agreement. Neither Buyer nor Seller may assign or transfer their respective rights or obligations under this Agreement without first obtaining the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. 33. Interpretation. Whenever used herein, the term "including" shall be deemed to be followed by the words "without limitation." Words used in the singular number shall include the plural, and vice -versa, and any gender shall be deemed to include each other gender. 34. Ca tions. The captions and headings of the Articles and Sections of this Agreement are for convenience of reference only, and shall not be deemed to define or limit the provisions hereof. 35. Exhibits. The exhibits and schedules attached hereto are hereby incorporated by reference herein. 36. Effect of Waiver. A waiver by either party hereto shall not affect either party's right to enforce the provisions contained herein, nor shall any extension or waiver be held to be an extension of time or waiver of any prior or subsequent breach of the same or any other obligation under this Agreement. 37. Confidentiality. Buyer acknowledges that, during the course of its due diligence, the information it will receive with respect to the Property and Seller is confidential in nature. Buyer agrees (unless otherwise required by law) not to disclose such information to any third party and to keep such information confidential, except for disclosures which may be made to Buyer's attorneys, accountants, and other consultants employed for the purpose of facilitating the transactions contemplated hereby, provided that Buyer makes all such parties aware of the confidentiality requirements set forth herein, and causes such parties to abide by this Section. 101202836.2 16 Purchase and Sale Agreement 27458-1 3 8. No Memorandum. The parties agree that neither this Agreement nor a memorandum hereof shall be recorded, as the parties intend to maintain the confidentiality of the transactions contemplated hereby. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written. "Buyer" C. R. LAURENCE CO., INC., a California corporation Name: -1) �akA F-• Title: l'` o� [-,nw6 ;,je Q%'co-v- e-ja�, •. "Seller" CITY OF VERNON, California charter city and municipal corporation By: Name: Title: Mayor / Mayor Pro-Tem ATTEST: Manuela Giron, City Clerk APPROVED AS TO FORM: Richards, Watson & Gershon, a professional corporation City Attorney 101202836.2 17 Purchase and Sale Agreement 27458-1 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL L THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 89' 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 101202836.2 18 Purchase and Sale Agreement 27458-1 BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 89° 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST 75.00 FEET TO THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 319.65 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 890 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 0° 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO ALINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 89' 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 0° 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3, 110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 89' 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 89' 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 101202836.2 19 Purchase and Sale Agreement 27458-1 EXHIBIT B FORM OF GRANT DEED RECORDING REQUESTED BY First American Title Insurance Company AND WHEN RECORDED RETURN TO: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Administrator APN: [SPACE ABOVE FOR RECORDER'S USE ONLY] GRANT DEED THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS: The undersigned declares that this Grant Deed is exempt from Recording Fees pursuant to California Government Code Section 27383. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the CITY OF VERNON, California charter city and municipal corporation ("Grantor") hereby grants to C. R. LAURENCE CO., INC., a California corporation ("Grantee"), certain real property located in the City of Vernon, County of Los Angeles, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by reference. SUBJECT TO: 1. General and special real property taxes and assessments and supplemental assessments for the current fiscal year; 2. All liens, encumbrances, easements, covenants, conditions and restrictions ofrecord; and 3. All matters which would be revealed or disclosed in an accurate survey of the property. IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below. Dated: 120 CITY OF VERNON, California charter city and municipal corporation 101202836.2 Exhibit B Purchase and Sale Agreement 1 27458-1 By: Name: Title: Mayor / Mayor Pro-Tem ATTEST: Manuela Criron, City Clerk 101202836.2 Exhibit B Purchase and Sale Agreement 2 27458-1 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On before me, a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: 101202836.2 Exhibit B Purchase and Sale Agreement 3 27458-1 Exhibit A to Grant Deed LEGAL DESCRIPTION OF THE PROPERTY THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCELI: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 00 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 1 P 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAIDLOT 5; THENCE ALONG THE SOUTH LINE OF SAIDLOT 5, SOUTH 890 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PERMAP RECORDED INBOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. 101202836.2 Exhibit B Purchase and Sale Agreement 4 27458-1 PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES,, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 89 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING, THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST 75.00 FEET TO THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 319.65 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 890 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 0° 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLYLINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 89' 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 00 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3, 110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 45 0. 00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT l; THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 890 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 101202836.2 Exhibit B Purchase and Sale Agreement 5 27458-1 EXHIBIT C FORM OF RIGHT OF ENTRY AND ACCESS AGREEMENT RIGHT OF ENTRY AND ACCESS AGREEMENT THIS RIGHT OF ENTRY AND ACCESS AGREEMENT (herein called this "Agreement") is made and entered into as of , 20_ (the "Effective Date"), by CITY OF VERNON, California charter city and municipal corporation (herein called "Grantor"), and C. R. LAURENCE CO., INC., a California corporation (herein called "Grantee"). WITNESSETH: WHEREAS, Grantor is the owner of the real property more particularly described on Exhibit A, attached hereto and incorporated herein by reference (herein called the "Property"); WHEREAS, Grantor and Grantee are contemplating entering into a Purchase and Sale Agreement and Escrow Instructions [2200 55th Street and 2001 57th Street] related to the Property (the "Purchase Agreement"); WHEREAS, Grantee has requested the right of entry upon and access to the Property for the purpose of undertaking tests, inspections and other due diligence activities (herein called the "Due Diligence Activities") in connection with the proposed acquisition by Grantee of the Property; WHEREAS, Grantor has agreed to grant to Grantee, and Grantee has agreed to accept from Grantor, a non-exclusive, revocable license to enter upon the Property to perform the Due Diligence Activities in accordance with the terms and provisions of this Agreement; WHEREAS, Grantor and Grantee desire to execute and enter into this Agreement for the purpose of setting forth their agreement with respect to the Due Diligence Activities and Grantee's entry upon the Property. NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee do hereby covenant and agree as follows: Access by Grantee. (a) Subject to Grantee's compliance with the terms and provisions of this Agreement, until the earlier to occur of (i) the Close of Escrow (as defined in the Purchase Agreement), or (ii) the termination of the Purchase Agreement, Grantee and Grantee's agents, employees, contractors, representatives and other designees (herein collectively called "Grantee's Designees") shall have the right to enter upon the Property for the purpose of conducting the Due Diligence Activities. (b) Grantee expressly agrees as follows: (i) any activities by or on behalf of Grantee, including, without limitation, the entry by Grantee or Grantee's Designees onto the 101202836.2 Exhibit C Purchase and Sale Agreement 1 27458-1 Property in connection with the Due Diligence Activities shall not damage the Property in any manner whatsoever, (ii) in the event the Property is altered or disturbed in any manner in connection with the Due Diligence Activities, Grantee shall immediately return the Property to the condition existing prior to the Due Diligence Activities, and (iii) Grantee, to the extent allowed by law, shall indemnify, defend and hold Grantor harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees and expenses and court costs) suffered, incurred or sustained by Grantor as a result of, by reason of, or in connection with the Due Diligence Activities or the entry by Grantee or Grantee's Designees onto the Property; provided, however, Buyer shall have no obligation to indemnify, defend or hold Grantor harmless as a result of damage to the Property caused by the negligence or wrongful misconduct of Seller or as a result of the discovery or presence of any preexisting conditions, including without limitation any Hazardous Materials (as defined in the Purchase Agreement) on the Property. Notwithstanding any provision of this Agreement to the contrary, Grantee shall not have the right to undertake any invasive activities or tests upon the Property, or any environmental testing on the Property beyond the scope of a standard "Phase I" investigation, without the prior written consent of Grantor of a workplan for such "Phase II" or invasive testing. If Grantor does not respond or reject any workplan within five (5) business days of Grantee's delivery of the written workplan proposal to Grantor pursuant to the notice provisions of this Agreement, then Grantor shall be deemed to have not approved the submitted workplan and Grantee may not proceed with such testing. If Grantor rejects such proposed workplan in whole or in part, then this Agreement shall become null and void at the sole option of Grantee. If Grantee terminates this Agreement under the foregoing provision, then neither party shall have any further rights, duties and obligations. 2. Lien Waivers. Upon receipt of a written request from Grantor, Grantee will provide Grantor with lien waivers following completion ofthe Due Diligence Activities from each and every contractor, materialman, engineer, architect and surveyor who might have lien rights, in form and substance reasonably satisfactory to Grantor and its counsel. To the extent permitted by applicable law, Grantee hereby indemnifies Grantor from and against any claims or demands for payment, or any liens or lien claims made against Grantor or the Property as a result of the Due Diligence Activities. 3. Insurance. Prior to entry onto the Property, Grantee shall, and shall cause all of Grantee's Designees performing the Due Diligence Activities to, procure or maintain a policy of commercial general liability insurance issued by an insurer reasonably satisfactory to Grantor covering each of the Due Diligence Activities with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00, and to deliver to Grantor a certificate of insurance evidencing that such insurance is in force and effect, and evidencing that Grantor has been named as an additional insured thereunder with respect to the Due Diligence Activities. Such insurance shall be maintained in force throughout the term of this Agreement. 4. -Successors. To the extent any rights or obligations under this Agreement remain in effect, this Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. 101202836.2 Exhibit C Purchase and Sale Agreement 2 27458-1 5. Limitations. Grantor does not hereby convey to Grantee any right, title or interest in or to the Property, but merely grants the specific rights and privileges hereinabove set forth. 6. Notices. Whenever any notice, demand, or request is required or permitted under this Agreement, such notice, demand, or request shall be in writing and shall be delivered by hand, be sent by registered or certified mail, postage prepaid, return receipt requested, or shall be sent by nationally recognized commercial courier for next business day delivery, to the addresses set forth below the respective executions of the parties hereof, or to such other addresses as are specified by written notice given in accordance herewith, or shall be transmitted by facsimile to the number for each party set forth below their respective executions hereof, or to such other numbers as are specified by written notice given in accordance herewith. All notices, demands, or requests delivered by hand shall be deemed given upon the date so delivered; those given by mailing as hereinabove provided shall be deemed given on the date of deposit in the United States Mail; those given by commercial courier as hereinabove provided shall be deemed given on the date of deposit with the commercial courier; and those given by facsimile shall be deemed given on the date of facsimile transmittal. Nonetheless, the time period, if any, in which a response to any notice, demand, or request must be given shall commence to run from the date of receipt of the notice, demand, or request by the addressee thereof. Any notice, demand, or request not received because of changed address or facsimile number of which no notice was given as hereinabove provided or because of refusal to accept delivery shall be deemed received by the party to whom addressed on the date of hand delivery, on the date of facsimile transmittal, on the first calendar day after deposit with commercial courier, or on the third calendar day following deposit in the United States Mail, as the case may be. 7. Assignment. This Agreement may not be assigned by Grantee without first obtaining the prior written consent of Grantor, which consent shall not be unreasonably withheld or delayed. 8. Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California. 9. Termination. This Agreement can be terminated by Grantor at any time and for any reason, or no reason, upon written notice from Grantor to Grantee. 10. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. 101202836.2 Exhibit C Purchase and Sale Agreement 3 27458-1 11. No Recording of Agreement or Memorandum of Agreement. In no event shall this Agreement or any memorandum hereof be recorded in the Official Records of Los Angeles County, California, and any such recordation or attempted recordation shall constitute a breach of this Agreement by the party responsible for such recordation or attempted recordation. IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be executed and sealed, on the day and year first written above. GRANTOR: CITY OF VERNON, California charter city and municipal corporation By: Name: Title: Mayor / Mayor Pro-Tem ATTEST: Manuela Giron, City Clerk Address for notices: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Administrator Phone: (323) 583-8811 Fax: (323) 826-1427 Copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attn.: Jim G. Grayson, Esq. Phone: (213) 626-8484 Fax: (213) 626-0078 101202836.2 Exhibit C Purchase and Sale Agreement 4 27458-1 GRANTEE: C. R. LAURENCE CO., INC., a California corporation By: Name: Title: By: Name: Title: Address for notices: C. R. Laurence Company, Inc. 2677 East Vernon Avenue Vernon, California 90058 Attention: Don Friese / Lloyd Talbert Telephone: (323) 588-1281 Fax: (323) 584-5269 Copy to: Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 San Diego, CA 92101 Attn.: Kirsten M. Solberg, Esq. Phone: (619) 233-2988 Fax: (619) 446-8256 101202836.2 Exhibit C Purchase and Sale Agreement 5 27458-1 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCELI: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 1 F 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 89' 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED INBOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. 101202836.2 Exhibit C Purchase and Sale Agreement 1 27458-1 PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT l; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 89° 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00' 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST 75.00 FEET TO THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 319.65 FEET; THENCE NORTH 00, 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 890 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 0° 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTBERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 890 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 00 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3, 110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 45 0. 00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT I) - THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 890 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 101202836.2 Exhibit C Purchase and Sale Agreement 2 27458-1 SCHEDULE A ENTITLEMENTS WHICH ARE NOT TO BE CONVEYED TO BUYER Eight thousand six hundred thirty-four and twenty-eight hundredths (8,634.28) sewer discharge capacity units allocated in part to the Property by the Los Angeles County Sanitation District. 101202836.2 Schedule A Purchase and Sale Agreement 1 27458-1 SCHEDULE B LIST OF DUE DILIGENCE MATERIALS DELIVERED TO BUYER DATE CONSULTANT 09-11-1997 Flour Daniel GTI 05-21-2007 Patriot Environmental 06-07-2007 Waterstone Environmental 09-11-2007 Waterstone Environmental 10-18-2007 Waterstone Environmental 10-16-2007 PIC 11-13-2007 PIC 11-20-2007 PIC 12-03-2007 Waterstone Environmental 1-25-2008 Waterstone Environmental 8-12-2008 PIC 10-14-2008 Patriot Environmental 12-17-2008 PIC 01-12-2009 PIC TITLE ADDRESS Soil Backfill, Former 2001 E. 57th Street UST Site Limited Asbestos 2001 E. 57th Street Inspection and Audit Closure Work Plan 2001 E. 57th Street for Hazardous Materials Permit Phase I & II Work 2001 E. 57th Street Plan Phase II Sampling 2001 E. 57th Street Report Phase II Soil 2001 E. 57th Street Investigation Phase I & II 2200-2300 E. 55th St. Phase I & II 2001 E. 57th Street Closure of Hazardous 2001 E. 57th Street Materials Permit Addendum to Closure 2001 E. 57th Street Work Plan For Hazardous Materials Permit Clarifier Closure 2001 E. 57th Street Work Plan Asbestos Abatement 2001 E. 57th Street Clarifier Closure 2001 E. 57th Street Soil Excavation 2001 E. 57th Street Sampling & Remediation Report 101202836.2 Schedule B Purchase and Sale Agreement 1 27458-1 .& Ah-�. OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 January 12, 2010 C. R. Laurence Company, Inc. Attn: Don Friese/Lloyd Talbert 2503 East Vernon Avenue Vernon, CA 90058 Re: Right of Entry and Access Agreement — 2200 55th Street and 2001 57th Street Dear Sirs: Transmitted herewith is a fully executed Right of Entry and Access Agreement approved by City Council on December 21, 2009. If you have any questions regarding this matter, please call Mr. Samuel Kevin Wilson, at (323) 583-8811 ext. 245. Very truly yours, Aellyon City Clerk NG:dj c: Jim G. Grayson, Esq. Kirsten M. Solberg, Esq. S. Kevin Wilson Resolution No. 10,125 Agreement No. 09-149 Exclusively Industrial RIGHT OF ENTRY AND ACCESS AGREEMENT THIS RIGHT OF ENTRY AND ACCESS AGREEMENT (herein called this "Agreement") is made and entered into as of %&ft*46V 9, ( , 2007(the "Effective Date"), by CITY OF VERNON, California charter city and municipal corporation (herein called "Grantor"), and C. R. LAURENCE CO., INC., a California corporation (herein called "Grantee"). WITNESSETH: WHEREAS, Grantor is the owner of the real property more particularly described on Exhibit A, attached hereto and incorporated herein by reference (herein called the "Property"); WHEREAS, Grantor and Grantee are contemplating entering into a Purchase and Sale Agreement and Escrow Instructions [2200 55th Street and 2001 57th Street] related to the Property (the "Purchase Agreement"); WHEREAS, Grantee has requested the right of entry upon and access to the Property for the purpose of undertaking tests, inspections and other due diligence activities (herein called the "Due Diligence Activities") in connection with the proposed acquisition by Grantee of the Property; WHEREAS, Grantor has agreed to grant to Grantee, and Grantee has agreed to accept from Grantor, a non-exclusive, revocable license to enter upon the Property to perform the Due Diligence Activities in accordance with the terms and provisions of this Agreement; WHEREAS, Grantor and Grantee desire to execute and enter into this Agreement for the purpose of setting forth their agreement with respect to the Due Diligence Activities and Grantee's entry upon the Property. NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee do hereby covenant and agree as follows: 1. Access by Grantee. (a) Subject to Grantee's compliance with the terms and provisions of this Agreement, until the earlier to occur of (i) the Close of Escrow (as defined in the Purchase Agreement), or (ii) the termination of the Purchase Agreement, Grantee and Grantee's agents, employees, contractors, representatives and other designees (herein collectively called "Grantee's Designees") shall have the right to enter upon the Property for the purpose of conducting the Due Diligence Activities. (b) Grantee expressly agrees as follows: (i) any activities by or on behalf of Grantee, including, without limitation, the entry by Grantee or Grantee's Designees onto the 101202836.2 Purchase and Sale Agreement 1 27458-1 Property in connection with the Due Diligence Activities shall not damage the Property in any manner whatsoever, (ii) in the event the Property is altered or disturbed in any manner in connection with the Due Diligence Activities, Grantee shall immediately return the Property to the condition existing prior to the Due Diligence Activities, and (iii) Grantee, to the extent allowed by law, shall indemnify, defend and hold Grantor harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees and expenses and court costs) suffered, incurred or sustained by Grantor as a result of, by reason of, or in connection with the Due Diligence Activities or the entry by Grantee or Grantee's Designees onto the Property; provided, however, Buyer shall have no obligation to indemnify, defend or hold Grantor harmless as a result of damage to the Property caused by the negligence or wrongful misconduct of Seller or as a result of the discovery or presence of any preexisting conditions, including without limitation any Hazardous Materials (as defined in the Purchase Agreement) on the Property. Notwithstanding any provision of this Agreement to the contrary, Grantee shall not have the right to undertake any invasive activities or tests upon the Property, or any environmental testing on the Property beyond the scope of a standard "Phase I" investigation, without the prior written consent of Grantor of a workplan for such "Phase II" or invasive testing. If Grantor does not respond or reject any workplan within five (5) business days of Grantee's delivery of the written workplan proposal to Grantor pursuant to the notice provisions of this Agreement, then Grantor shall be deemed to have not approved the submitted workplan and Grantee may not proceed with such testing. If Grantor rejects such proposed workplan in whole or.in part, then this Agreement shall become null and void at the sole option of Grantee. If Grantee terminates this Agreement under the foregoing provision, then neither party shall have any further rights, duties and obligations. 2. Lien Waivers. Upon receipt of a written request from Grantor, Grantee will provide Grantor with lien waivers following completion of the Due Diligence Activities from each and every contractor, materialman, engineer, architect and surveyor who might have lien rights, in form and substance reasonably satisfactory to Grantor and its counsel. To the extent permitted by applicable law, Grantee hereby indemnifies Grantor from and against any claims or demands for payment, or any liens or lien claims made against Grantor or the Property as a result of the Due Diligence Activities. 3. Insurance. Prior to entry onto the Property, Grantee shall, and shall cause all of Grantee's Designees performing the Due Diligence Activities to, procure or maintain a policy of commercial general liability insurance issued by an insurer reasonably satisfactory to Grantor covering each of the Due Diligence Activities with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00, and to deliver to Grantor a certificate of insurance evidencing that such insurance is in force and effect, and evidencing that Grantor has been named as an additional insured thereunder with respect to the Due Diligence Activities. Such insurance shall be maintained in force throughout the term of this Agreement. 4. Successors. To the extent any rights or obligations under this Agreement remain in effect, this Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. 101202836.2 Purchase and Sale Agreement 2 27458-1 5. Limitations. Grantor does not hereby convey to Grantee any right, title or interest in or to the Property, but merely grants the specific rights and privileges hereinabove set forth. 6. Notices. Whenever any notice, demand, or request is required or permitted under this Agreement, such notice, demand, or request shall be in writing and shall be delivered by hand, be sent by registered or certified mail, postage prepaid, return receipt requested, or shall be sent by nationally recognized commercial courier for next business day delivery, to the addresses set forth below the respective executions of the parties hereof, or to such other addresses as are specified by written notice given in accordance herewith, or shall be transmitted by facsimile to the number for each party set forth below their respective executions hereof, or to such other numbers as are specified by written notice given in accordance herewith. All notices, demands, or requests delivered by hand shall be deemed given upon the date so delivered; those given by mailing as hereinabove provided shall be deemed given on the date of deposit in the United States Mail; those given by commercial courier as hereinabove provided shall be deemed given on the date of deposit with the commercial courier; and those given by facsimile shall be deemed given on the date of facsimile transmittal. Nonetheless, the time period, if any, in which a response to any notice, demand, or request must be given shall commence to run from the date of receipt of the notice, demand, or request by the addressee thereof. Any notice, demand, or request not received because of changed address or facsimile number of which no notice was given as hereinabove provided or because of refusal to accept delivery shall be deemed received by the party to whom addressed on the date of hand delivery, on the date of facsimile transmittal, on the first calendar day after deposit with commercial courier, or on the third calendar day following deposit in the United States Mail, as the case may be. 7. Assignment. This Agreement may not be assigned by Grantee without first obtaining the prior written consent of Grantor, which consent shall not be unreasonably withheld or delayed. 8. Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California. 9. Termination. This Agreement can be terminated by Grantor at any time and for any reason, or no reason, upon written notice from Grantor to Grantee. 10. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. 101202836.2 Purchase and Sale Agreement 3 27458-1 11. No Recording of Agreement or Memorandum of Agreement. In no event shall this Agreement or any memorandum hereof be recorded in the Official Records of Los Angeles County, California, and any such recordation or attempted recordation shall constitute a breach of this Agreement by the party responsible for such recordation or attempted recordation. IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be executed and sealed, on the day and year first written above. CITY OF VERNON, California charter city and municipal corporation By: Name: l —tbti Zct e `� Title: Mayor P- -TPm ATTEST: Manuela Giron, City Jerk Address for notices: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Administrator Phone: (323) 583-8811 Fax: (323) 826-1427 Copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attn.: Jim G. Grayson, Esq. Phone: (213) 626-8484 Fax: (213) 626-0078 101202836.2 Purchase and Sale Agreement 4 27458-1 GRANTEE: C. R. LAURENCE CO., INC., a California corporation By: (�C� Name: 1_1-oY0 1 *-eya Title: ���rs�rwi Title: Address for notices: C. R. Laurence Company, Inc. 2677 East Vernon Avenue Vernon, California 90058 Attention: Don Friese / Lloyd Talbert Telephone: (323) 588-1281 Fax: (323) 584-5269 Copy to: Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 San Diego, CA 92101 Attn.: Kirsten M. Solberg, Esq. Phone: (619) 233-2988 Fax: (619) 446-8256 101202836.2 Purchase and Sale Agreement 5 27458-1 EXHIBIT A EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCELI: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 890 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, - CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. 101202836.2 Purchase and Sale Agreement 6 27458-1 PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT l; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 890 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 890 39' 00" EAST; 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00' 35' 15" EAST 75.00 FEET TO THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA- OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 89' 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 319.65 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 890 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 890 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 00 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3, 110.20 FEET TO THE SOUTHWEST CORNER OF LOT l; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 89° 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT l; THENCE SOUTH 89' 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 101202836.2 Purchase and Sale Agreement 7 27458-1 Memorandum From the Office of the City Clerk To: Robin Tolmasoff, Executive Secretary to the City Administrator Date: December 22, 2009 Fro Nelly Giron, City Clerk Re: Purchase and Sale Agreement and Escrow Instructions — 2200 55th Street and 2001 57th Street (C.R. Laurence) As requested, attached herewith are two original fully executed agreements, referenced above, which were approved by the City Council on December 21, 2009, by Resolution No. 10,125. These two agreements are to be transmitted to whoever is handling this matter. The City has retained one original agreement for its file. Thank you. cc: Agreement File No. 09-149 Resolution No. 10,125 Judy Lehr OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 December 22, 2009 C. R. Laurence Company, Inc. Attn: Don Friese/Lloyd Talbert 2677 East Vernon Avenue Vernon, CA 90058 Re: Purchase and Sale Agreement and Escrow Instructions — 2200 55th Street and 2001 57' Street and Right of Entry and Access Agreement Dear Sirs: Transmitted herewith are two fully executed Purchase and Sale Agreement and Escrow Instructions for your file, along with three partially executed Right of Entry and Access Agreements approved by City Council on December 21, 2009, for execution by the proper party. Please ensure that a fully executed original Right of Entry and Access Agreement is returned to the attention of the undersigned. If you have any questions regarding this matter, please call Mr. Samuel Kevin Wilson, at (323) 583-8811 ext. 245. Very truly yours, , (� Nelly Giron City Clerk NG:dj Ir c: S. Kevin Wilson Resolution No. 10,125 Agreement No. 09-149� E)Ccfusivefy Industriaf PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS [2200 55TH STREET AND 2001 57TH STREET] This Purchase and Sale Agreement and Escrow Instructions [2200 55th Street and 200157th Street] (this "Agreement") is made and entered into as of December 21 , 2009 (the "Effective Date"), by and between the CITY OF VERNON, California charter city and municipal corporation (the "Seller"), and C. R. LAURENCE CO., INC., a California corporation (the "Buyer"), with respect to the following facts: RECITALS A. Seller is the owner of and desires to sell to Buyer: (a) that certain land situated in the City of Vernon, County of Los Angeles, State of California, more particularly described on Exhibit A attached hereto and made a part hereof, together with all of the interest of Seller in any and all rights and appurtenances pertaining to such property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights -of - way (collectively, the "Land"); (b) the buildings, structures, fixtures and other improvements, if any, on the Land (collectively, the "Improvements"); and (c) all of Seller's interest in any and all permits, maps, development rights, plans and specifications, entitlements, approvals, studies and reports relating to the Land and Improvements, excepting those sewer discharge capacity units allocated by the Los Angeles County Sanitation District described on Schedule A attached hereto and made a part hereof, and which shall be retained by the Seller (collectively, the "Entitlements"). B. Buyer desires to purchase the Land, Improvements and Entitlements (collectively, the "Property") from Seller. C. By this Agreement, Seller is agreeing to sell the Property to Buyer upon and subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the terms and conditions ofthis Agreement and for other valuable consideration, the receipt of which is hereby acknowledged, the Buyer and Seller agree as follows: 1. Purchase and Sale. Subject to and in accordance with the terms and conditions hereinafter set forth, on the Close of Escrow (as defined in Section 2), Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property. 2. Opening and Closing of Escrow. Within five (5) days after the Effective Date, an escrow (the "Escrow") shall be opened with North American Title Company (the "Escrow Holder"), 101 North Brand Boulevard, Suite 1800, Glendale, California 91203, Attention: Ms. Tina DeBow, Escrow Officer, Phone: (818) 551-5370, Fax: (818) 240-9884 (the "Opening of Escrow"). Upon the Opening of Escrow, the parties hereto shall deposit a fully executed original of this Agreement with Escrow Holder and this Agreement shall serve as the instructions to Escrow Holder 101202836.2 1 Purchase and Sale Agreement 27458-1 for consummation of the transactions contemplated hereby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any supplementary escrow instructions, the terms and provisions of this Agreement shall control. The "Close ofEscrow" or "Closing" shall be the date that a grant deed for the Property in favor of Buyer is recorded in the Official Records of the Los Angeles County Recorder's Office. The Close of Escrow shall occur on or before thirty (30) days following the earlier of (i) expiration of the Due Diligence Period (as defined in Section 9), or (ii) the Buyer's written approval of the physical condition and state of title of the Property and commitment to proceed to Closing (the "Closing Date"). 3. Purchase Price; Deposit Escrow Account; Independent Consideration. (a) The purchase price for the Property to be paid by Buyer is the sum ofFourteen Million Four Hundred Thousand Dollars ($14,400,000.00) (the "Purchase Price"). (b) Within five (5) days after the Effective Date, Buyer shall deliver to Escrow Holder an earnest money deposit in the amount of Two Hundred Thousand Dollars ($200,000.00) (the "Deposit") in the form of a cashier's check, by a federal wire transfer, or other form acceptable to the Escrow Holder. The Deposit shall be placed in an interest -bearing bank account (the "Escrow Account") and all interest accruing thereon shall increase and become a part of the Deposit. On the Close of Escrow, the Deposit shall be applied toward the cash payment of the Purchase Price. The remaining balance of the cash payment of the Purchase Price shall be payable by Buyer in the form of a cashier's check, federal wire transfer, or other form acceptable to Seller and the Escrow Holder and placed in the Escrow Account no later than one (1) business day prior to the Close ofEscrow. In the event that Buyer terminates this Agreement by written notice to Seller on or prior to the expiration of the Due Diligence Period in accordance with the terms and provisions hereof, the Deposit shall be refunded to Buyer. Upon the earlier of (i) expiration of the Due Diligence Period, or (ii) the Buyer's written approval of the physical condition and state of title of the Property and commitment to proceed to Closing, if this Agreement has not been terminated or deemed terminated as provided herein, the Deposit shall become non-refundable and shall be applied toward the Purchase Price at the Close of Escrow or be released to and retained by Seller as liquidated damages as described in Section 18, except that if the Close of Escrow fails to occur due to Seller's default or the failure of a condition precedent to Buyer's obligations under this Agreement as provided in Section 12, Buyer shall be entitled to the refund of the Deposit. (c) Within five (5) days after the Effective Date, Buyer shall deposit into Escrow the amount of One Hundred Dollars ($100.00) (the "Independent Consideration"). The Independent Consideration shall be non-refundable to Buyer as independent consideration for the rights and options extended to Buyer hereunder, including without limitation, the right and option to terminate this Agreement as provided herein. The Independent Consideration shall be disbursed to Seller immediately following Buyer's deposit thereof into Escrow. In all instances under this Agreement in which Buyer elects to terminate or is deemed to have terminated this Agreement, Seller shall retain the Independent Consideration. The Independent Consideration shall not be applicable towards the Purchase Price or treated as consideration given by Buyer for any purpose other than as stated in this Section 3(c). 101202836.2 2 Purchase and Sale Agreement 27458-1 4. Delivery of Documents on the Close of Escrow. (a) On the Close of Escrow, Seller covenants and agrees to cause to be delivered to Buyer a duly executed and acknowledged Grant Deed in the form attached as Exhibit B hereto (the "Grant Deed") conveying to Buyer all of Seller's interest in the Property subject only to the Permitted. Title Exceptions (as defined in Section 5) approved by Buyer, as provided below. (b) At the Close of Escrow, Buyer shall receive the Title Policy (as defined in Section 5) issued by Chicago Title Company (the "Title Company"), 700 South Flower Street, Suite 800, Los Angeles, CA 90017, Attention: Mr. Mike Slinger, Title Officer, Phone: (213) 612-4161, Fax: (213) 612-4133, insuring in Buyer fee simple title to the Property, free and clear of all liens and encumbrances other than the Permitted Title Exceptions. Title and Title Insurance. (a) Within seven (7) days after the Effective Date, the Title Company shall deliver to Buyer and Seller a preliminary report for the Property from Title Company together with copies of all instruments noted as exceptions therein (the "Preliminary Title Report"), and the most recent ALTA survey of the Property, if any, in Seller's possession or under Seller's control. Buyer shall also have the option of ordering, at Seller's cost, an ALTA survey for the Property pursuant to the terms set forth in Section 14 (the "Survey"). (b) Buyer shall have until the expiration of the Due Diligence Period to disapprove any exceptions to title shown on the Preliminary Title Report or reflected on the Survey (collectively, "Disapproved Exceptions") and to provide Seller with notice of disapproval in writing describing the exception with reasonable particularity (the "Disapproval Notice"). Any exceptions to title not disapproved by Buyer within such period shall be deemed approved. Within five (5) business days of Seller's receipt of a Disapproval Notice (the "Seller's Election Period"), Seller shall have the right, but not the obligation, to notify Buyer in writing that Seller intends to remove the Disapproved Exceptions. If Seller notifies Buyer of an intention to eliminate the Disapproved Exceptions, Seller shall do so concurrently with or prior to the Close of Escrow; provided, however, if such Disapproved Exception is not susceptible of removal and cure prior to the Close ofEscrow despite Seller's commercially reasonable efforts, the scheduled date for the Close of Escrow shall be automatically extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed thirty (30) days after the Closing Date. If Seller does not elect to remove any of the Disapproved Exceptions, Buyer, by notifying in writing Seller within three (3) business days after the expiration of Seller's Election Period, may elect to terminate this Agreement or to take the Property subj ect to the Disapproved Exceptions. In any event, Seller covenants to pay in full all loans secured by mortgages and deeds of trust encumbering the Property and to remove any mechanics liens and any other monetary liens encumbering the Property (other than current real property taxes and assessments which are not due and payable) prior to or concurrently with the Close of Escrow; provided, however, Seller shall have the right to bond over mechanic's liens so long as such bond is reasonably acceptable in form and substance to the Buyer and is sufficient to allow the Title Company to insure over such liens in the Title Policy (defined below). The Title Policy shall include such endorsements as Buyer shall reasonably request and which Title Company agrees to issue on or before the expiration of the Due Diligence Period. All title policy endorsements are to be paid for by Buyer. Whether or not Buyer shall have furnished to Seller any 101202836.2 3 Purchase and Sale Agreement 27458-1 notice of Disapproved Exceptions pursuant to the foregoing provisions of this Agreement, Buyer may, at or prior to the Close of Escrow, notify Seller in writing of any exceptions to title first raised by the Title Company between (a) the last date on which Buyer is entitled to make such an objection as set forth above and (b) the date on which the transaction contemplated herein is scheduled to close. With respect to any Disapproved Exceptions set forth in such notice, Seller shall have the same option to cure (or in the case of a monetary lien, the obligation to obtain the removal or bonding thereof as provided above) and Buyer shall have the same option to accept title subject to such matters or to terminate this Agreement as those which apply to any notice of Disapproved Exceptions made by Buyer before the expiration of the Due Diligence Period. If Seller elects to attempt to cure any such matters, the scheduled date for the Close of Escrow shall be automatically extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed thirty (30) days after the scheduled date for the Close of Escrow set forth in Section 2. (c) Buyer's obligation to consummate the purchase contemplated by this Agreement is conditioned upon the irrevocable commitment by the Title Company, issued on or before the expiration of the Due Diligence Period, and reconfirmed not later than one (1) business day prior to the Closing Date, to issue a CLTA Standard Coverage Owner's Policy of Title Insurance in the amount of the Purchase Price, issued by Title Company, with a CLTA 116.7 Form (subdivision) endorsement (the "Title Policy"). The Title Policy shall insure Buyer's fee interest in the Property subject only to the following permitted conditions of title (the "Permitted Title Exceptions"): (i) General and special real property taxes and assessments for the then current tax fiscal year which are a lien not then due and payable; (ii) The applicable zoning, building and development regulations of any municipality, county, state or federal jurisdiction affecting the Property; (iii) Such other exceptions listed in the Preliminary Title Report that have been approved, or been deemed approved, by Buyer as provided in Section 5(b); and (iv) Any exceptions directly or indirectly caused by Buyer or Buyer's agents, employees or contractors. At Buyer's election and cost, Buyer may cause the Title Company to provide Buyer with an ALTA Extended Coverage Owner's Policy. Notwithstanding the foregoing, Buyer's receipt of an ALTA policy shall be a condition to closing provided that Buyer pays the cost of the ALTA policy in excess of the cost of a CLTA policy and Buyer obtains an ALTA survey acceptable to the Title Company prior to the expiration of the Due Diligence Period. 6. Deposit of Documents and Funds in Escrow. (a) Seller and Buyer, as applicable, hereby covenant and agree to deliver to Escrow Holder at least one (1) business day prior to the Close of Escrow the below listed instruments, documents, and funds, the delivery of each of which shall be a condition of the Close of Escrow. (b) Seller shall deliver: 101202836.2 4 Purchase and Sale Agreement 27458-1 (i) The Grant Deed duly executed and acknowledged by Seller; (ii) A Withholding Exemption Certificate Form 593-C as contemplated by California Revenue and Taxation Code §18662 (the "Withholding Affidavit") duly executed by Seller; (iii) A Certification of Non -Foreign Status in accordance with Internal Revenue Code Section 1445 duly executed by Seller; (iv) An Assignment of the Entitlements from Seller to Buyer, duly executed by Seller; (v) Such funds as are required to pay for costs and expenses payable by Seller hereunder; (vi) Such proof of Seller's authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue the Title Policy; (vii) Such property files and records, if any, which are material in connection with the continued operation and maintenance of the Property; (viii) Such affidavits of Seller, certificates of value or other documents as may be reasonably required by Escrow Holder or the Title Company (and are reasonably acceptable to Seller) in order to effect the Close of Escrow and issue the Title Policy; and (ix) Any other documents required to be executed and delivered for the Close of Escrow under the terms of this Agreement, and such documents as are required by the Los Angeles County Sanitation District to reallocate the sewer discharge capacity units described in Schedule A. (c) Buyer shall deliver: (i) The balance of Purchase Price together with such funds as are required to pay for costs and expenses payable by Buyer hereunder; (ii) Such proof of Buyer's authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue the Title Policy; (iii) An Assignment of the Entitlements from Seller to Buyer, duly executed by Buyer; and (iv) Any other documents required to be executed and delivered for the Close of Escrow under the terms of this Agreement, and such documents as are required by the Los Angeles County Sanitation District to reallocate the sewer discharge capacity units described in Schedule A. Each of the Buyer and Seller may waive any condition of the Close of Escrow to be performed by the other and set forth in this Section 6. 101202836.2 5 Purchase and Sale Agreement 27458-1 7. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and distribute the documents called for hereunder upon the Close of Escrow, provided each of the following conditions has then been fulfilled: (a) The Title Company is irrevocably committed to issue in favor of Buyer the Title Policy, with a liability in the amount of the Purchase Price. (b) Escrow Holder shall have received Buyer's authorization to close and Buyer's notice of approval, or satisfaction or waiver of all of the contingencies/conditions to Buyer's obligations hereunder, as provided for in Section 12; (c) Escrow Holder shall have received Seller's authorization to close and Seller's notice of approval, or satisfaction or waiver of all of the contingencies/conditions to Seller's obligations hereunder, as provided for in Section 13, and (d) Seller and Buyer shall have deposited in Escrow the documents and funds required pursuant to Section 6. Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for the issuance of the Title Policy. 8. Escrow Charges and Prorations. (a) Seller shall pay (i) one-half (1/2) of the fees and charges of Escrow Holder, (ii) the cost of the premium for the CLTA Standard Coverage portion of the Title Policy, (iii) all documentary or other local transfer taxes on the transfer of the Property; and (iv) Seller's share of the charges prorated under this Agreement. If the Escrow shall fail to close for any reason other than Buyer's default, Seller shall pay one-half (1/2) of any applicable Escrow cancellation charges. (b) Buyer shall pay (i) one-half (1/2) of the fees and charges of Escrow Holder, (ii) the cost of the premium for the Title Policy in excess of the premium for a CLTA Standard Coverage policy, if any, (iii) the cost of all endorsements to the Title Policy, (iv) all costs and charges for the recordation of the Grant Deed, and (v) Buyer's share of the charges prorated under this Agreement. If the Escrow shall fail to close for any reason other than Seller's default, Buyer shall pay one-half (1/2) of any applicable Escrow cancellation charges. (c) The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day on which the Close of Escrow occurs, as if Buyer were vested with title to the Property during the entire day upon which the Close of Escrow occurs: (i) taxes and assessments levied against the Property; (ii) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at the Close of Escrow on the basis of the most recent meter reading occurring prior to the Close of Escrow; and (iii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a buyer and a seller in the area in which the Property is located. 101202836.2 6 Purchase and Sale Agreement 27458-1 (d) Notwithstanding anything contained in Section 8(c), any installment oftaxes or assessments for the current year paid at or prior to the Close of Escrow shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before the Close of Escrow, Seller shall be charged at the Close of Escrow an amount equal to that portion of such taxes and assessments which relates to the period before the Close of Escrow and Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the Close of Escrow, the parties shall make all necessary adjustments by appropriate payments between themselves following the Close of Escrow. All delinquent taxes and assessments (and any penalties therein) for periods prior to the Close of Escrow, if any, affecting the Property shall be paid by Seller. (e) All prorations shall be determined on the basis of a 365 day year. The provisions of this Section 8 shall survive the Close of Escrow. 9. Due Diligence Period, Access. During the period commencing on the Effective Date and ending at 5:00 p.m. sixty (60) days thereafter (the "Due Diligence Period"), Buyer may inspect the Property as necessary to approve all zoning and land use matters relating to the Property and to approve the physical condition of the Property subject to the limitations set forth below. (a) Within seven (7) days after the Effective Date, Seller shall provide to Buyer, any and all of the following documents to the extent in Seller's possession or under Seller's control: environmental materials, soils and geological testings or reports, structural engineering reports, plans and specifications, utility contracts, service contracts, and brokerage agreements. Buyer may inspect any and all other files pertaining to the Property and located in the Seller's offices. Buyer shall provide at least two (2) business days notice to Seller of Buyer's intent to inspect such files and any such inspection shall occur during Seller's normal business hours. It is understood by the parties hereto that Seller does not make any representation or warranty, express or implied, as to the accuracy or completeness of any information contained in Seller's files or in the documents produced by Seller, including without limitation, any environmental audit or report prepared by unaffiliated third party consultant. To the extent permitted by law, Buyer shall keep all information provided by the Seller confidential and shall not disclose it to any third parties except its accountants, legal counsel, and other consultants employed in connection with its acquisition of the Property. In the event this Agreement is terminated, Buyer shall promptly return to Seller all such documentation and other information obtained from or otherwise provided by Seller. Buyer shall provide Seller with copies of all reports, test results, surveys and other written materials independently obtained by Buyer in connection with its investigation of the Property promptly following Buyer's receipt thereof. Buyer may terminate this Agreement in Buyer's sole and absolute discretion for any reason, or for no reason whatsoever, by giving written notice to the Seller on any day prior to and including the final day of the Due Diligence Period, in which event this Agreement shall become null and void and, except as expressly set forth in this Agreement, neither party shall have any further rights, duties and obligations hereunder, and Buyer shall be entitled to the immediate refund of the Deposit. 101202836.2 7 Purchase and Sale Agreement 27458-1 (b) Subject to Buyer's compliance with the terms ofthis Section 9, Buyer and its agents, attorneys, accountants, and other representatives shall have the right, at Buyer's sole cost and expense, to enter upon the Property until the Close of Escrow or the earlier termination of this Agreement to make inspections and other examinations of the Property and any improvements thereon, including without limitation, the right to perform surveys, soil and geological tests of the Property and the right to perform environmental site assessments and studies of the Property. Buyer's physical inspection of the Property shall be conducted during normal business hours at times mutually acceptable to Buyer and Seller. Buyer shall give Seller at least 24 hours prior notice ofany entry onto the Property and Seller shall have the right to be present during any such entry or inspections. No invasive testing or boring shall be done without the prior notification of Seller and Seller's written approval of the same, which approval may be withheld in Seller's sole and absolute discretion. Buyer shall promptly repair any damage to the Property caused by its inspections and investigations. To evidence Buyer's right of entry to the Property, the parties shall execute and deliver that certain Right of Entry Agreement attached hereto as Exhibit C within three (3) days following the Effective Date. 10. Warranties, Representations and Covenants of Seller. Seller hereby represents, warrants and covenants to Buyer the following, it being expressly understood and agreed that all such representations and warranties are true and correct in all material respects as of the Effective Date. If the Seller acquires additional knowledge regarding the matters which are the subject of the warranties or representations contained in this Section 10 and which would cause any of such warranties or representations to be incorrect in any material respect prior to the Close of Escrow, Seller shall give prompt written notice thereof to Buyer. Within seven (7) business days following receipt of such notice, Buyer may elect to cancel this Agreement and receive a refund ofthe Deposit. As of the Close of Escrow, the warranties and representations contained in this Section 10 shall be true and correct in all material respects, subj ect to any matters disclosed in writing by Seller to Buyer as provided herein. (a) Seller has full right and power to execute, deliver and perform its obligations under this Agreement, and when executed and delivered, Seller and all parties having an interest in the Property shall be lawfully bound by the terms of this Agreement. Seller is the sole owner of the Property. Seller shall not sell, lease or otherwise transfer or encumber the Property or allow the Property to be further encumbered from the Effective Date to the Close of Escrow or the date of Termination of this Agreement. (b) There is no pending or, to Seller's actual knowledge, threatened litigation, which does or may adversely affect the Property. (c) To Seller's actual knowledge, there are no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Property, or any part thereof or any interest therein, which will survive the Close of Escrow other than those that may appear on the Preliminary Title Report. Seller has entered into no understanding or agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assessments respecting the Property. (d) Neither this Agreement nor anything provided to be done hereunder including the transfer of title to the Property to Buyer, violates or shall violate, any contract, instrument, 101202836.2 8 Purchase and Sale Agreement 27458-1 partnership agreement, trust agreement, or any other agreement to which Seller is a party, and which affects the Property or any part thereof, and the sale of the Property herein contemplated does not require the consent of any party not a signatory hereto. (e) Seller is not a "foreign person" within the meaning of Section 1445(0(3) of the Internal Revenue Code. (f) To Seller's actual knowledge, except as described in writing to Buyer prior to the expiration of the Due Diligence Period or as described in or referred to in the materials listed in Schedule B attached hereto and made a part hereof, (i) the Property does not contain any Hazardous Materials, (ii) Seller has not placed or released or caused or allowed to be placed or released at the Property any Hazardous Materials, and (iii) Seller's predecessors -in -interest have not placed or released or caused or allowed to be placed or released at the Property any Hazardous Materials. As used in this Agreement, the term "Hazardous Materials" means petroleum products, petroleum related products, fungi, "hazardous substances," "hazardous materials," "toxic substances," or "solid wastes" as those terms are defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended by Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act of 1976, and the Hazardous Materials Transportation Act, and state and local laws, ordinances and regulations. As used anywhere in this Agreement, the terms "actual knowledge" and "to Seller's actual knowledge" refers to the actual knowledge of the Seller's Director ofEnvironmental Health without the obligation to undertake any investigation or inquiry. The Director of Environmental Health has primary responsibility for environmental matters pertaining to the Property. The Director of Environmental Health shall have no personal liability with respect to the representations, warranties or covenants contained in this Section 10. 11. Warranties, Representations and Covenants of Buyer. Buyer hereby represents, warrants and covenants to Seller the following, it being expressly understood and agreed that all such representations and warranties are true and correct in all material respects as of the Effective Date. If Buyer acquires additional knowledge regarding the matters which are the subject of the representations or warranties contained in this Section 11 and which would cause any of such representations or warranties to be incorrect in any material respect prior to the Close of Escrow, Buyer shall give prompt written notice thereof to Seller. Within seven (7) business days of receipt of such notice, Seller may elect to cancel this Agreement and Buyer shall be entitled to receive a refund of the Deposit. As of the Close of Escrow, the representations and warranties contained in this Section 11 shall be true and correct in all material respects, subject to any matters disclosed in writing by Buyer to Seller as herein provided. (a) Buyer has the full right, power and authority to enter into this Agreement and has taken all action necessary to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly and validly authorized by Buyer, and no other action by Buyer is requisite to the valid and binding execution, delivery, and performance of this Agreement by Buyer. 101202836.2 9 Purchase and Sale Agreement 27458-1 (b) litigation, which does transaction. There is no pending litigation or, to the best of Buyer's knowledge, threatened or will materially adversely affect Buyer's ability to consummate this (c) This Agreement and all documents executed by Buyer which are to be delivered to Seller at or prior to the Closing are, or at the time of Closing will be, duly authorized, executed, and delivered by Buyer, are or at the time of Closing, will be legal, valid and binding obligations of Buyer, enforceable in accordance with their terms, and do not and at the time of Closing will not violate any provisions of any agreement or judicial order to which Buyer is a party or to which Buyer is subject. 12. Buyer's Conditions. For the benefit of the Buyer, the Close of Escrow and Buyer's obligation to consummate the purchase of Property shall be contingent upon and subject to written notice to Escrow Holder by Buyer of the occurrence of all of the following conditions precedent (or Buyer's written waiver thereof, it being agreed that Buyer can waive any or all such contingencies) on or before the Close of Escrow: (a) Buyer's obtaining a satisfactory commitment issued by Title Company to issue the Title Policy in favor of Buyer with a liability amount equal to the Purchase Price showing Buyer's fee interest in the Property subject only to the Permitted Title Exceptions, and being otherwise in accordance with the provisions of Section 5 of this Agreement. (b) That as of the Close of Escrow the representations and warranties of Seller contained in this Agreement are either all true and correct in all material respects or, to the extent that is not the case, have been waived by Buyer. (c) Seller's delivery of all documents required to be delivered by Seller pursuant to Section 6 hereof. (d) Buyer's approval, prior to the expiration of the Due Diligence Period, of the physical condition of the Property, including without limitation, any and all inspections, tests, survey(s), if any, and other studies to be conducted by Buyer, in Buyer's sole discretion. (e) If Buyer has elected to obtain the same, Buyer's obtaining and approving the Survey provided for herein prior to the expiration of the Due Diligence Period. If all the foregoing conditions precedent have not been either met to Buyer's sole satisfaction or expressly waived in writing by Buyer on or before the respective dates set forth therein, or if no date is set forth therein on or prior to the Close ofEscrow, then this Agreement shall, at the option of Buyer, become null and void, in which event, except as expressly set forth in this Agreement, neither party shall have any further rights, duties and obligations hereunder, and Buyer shall be entitled to the immediate refund of the Deposit. 13. Seller's Conditions. For the benefit of Seller, the Close of Escrow and Seller's obligation to consummate the sale of the Property shall be contingent upon and subject to written notice to the Escrow Holder by Seller of the occurrence of all of the following conditions precedent (or Seller's written waiver thereof, it being agreed that Seller can waive any or all such contingencies) on or before the Close of Escrow: 101202836.2 10 Purchase and Sale Agreement 27458-1 (a) Deposit by Buyer of the Purchase Price and all other sums to be deposited by Buyer in Escrow in accordance with the requirements hereof. (b) Buyer's delivery of all documents required to be delivered by Buyer pursuant to Section 6 hereof and performance of all other material covenants and agreements to be performed by Buyer under this Agreement. (c) That as of the Close of Escrow the representations and warranties of Buyer contained in this Agreement are all either true and correct in all material respects or, to the extent that is not the case, have been waived by Seller. If all the foregoing conditions precedent have not been either met to Seller's sole satisfaction or expressly waived in writing by Seller on or before the Close ofEscrow, then this Agreement shall, at the option of Seller, become null and void, in which event, except as expressly set forth in this Agreement, neither party shall have any further rights, duties and obligations hereunder, and the Deposit shall be immediately paid to Seller from Escrow. 14. Subdivision Approval Condition. In addition to the conditions precedent set forth in Sections 12 and 13 above, it shall be an additional condition precedent for the benefit of Buyer and Seller, which shall not be waivable by either party, that the Subdivision Approvals (as hereinafter defined) have occurred prior to the Close of Escrow. If the foregoing condition precedent is not satisfied by the Closing Date, then this Agreement shall terminate and neither party shall have any further obligation hereunder except those obligations which by their terms expressly survive the termination of this Agreement, and Buyer shall receive a refund of the Deposit. 15. Survey. Buyer, at Seller's sole cost and expense, may obtain an ALTA survey acceptable to the Title Company prior to the expiration of the Due Diligence Period. 16. Processing of Subdivision Approvals. Seller covenants and agrees to process and finalize, at Seller's sole cost and expense, any lot line adjustments and/or such certificates of compliance as required for the Land to be conveyed as separate legal lots consistent with the Subdivision Map Act (the "Subdivision Approvals"). 17. Destruction/Condemnation. In the event that prior to the Close of Escrow, the Property, or any portion thereof, is damaged by fire, earthquake, or other casualty, or is subject to a taking by a public authority, then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) days after receiving written notice of such damage or taking, either (a) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, except that (i) Buyer and Seller shall each be responsible for one half (1/2) of any cancellation fees charged by the Escrow Holder and/or the Title Company and (ii) the Deposit and any other funds deposited into Escrow by Buyer, including interest thereon, shall be refunded to Buyer, or (b) to accept the Property in its then condition and proceed with the Closing, and to receive an assignment of all of Seller's rights to any proceeds of insurance or condemnation awards payable by reason of such damage or taking. If Buyer elects to proceed under the preceding clause (b), there shall be no adjustment to the Purchase Price and Seller shall not compromise, settle or adjust any claims to such proceeds of insurance or condemnation awards. Seller agrees to give Buyer prompt notice of any damage to or taking of the Property promptly after Seller receives notice of the same. 101202836.2 11 Purchase and Sale Agreement 27458-1 18. Disposition of Deposit. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER'S DEFAULT UNDER THIS AGREEMENT OR THE FAILURE OF SATISFACTION OF THE CONDITIONS DESCRIBED IN SECTION 12 HEREOF, AND BUYER SHALL NOT HAVE DEFAULTED UNDER THIS AGREEMENT, THEN THE DEPOSIT SHALL BE RETURNED TO BUYER, AND NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER; PROVIDED, HOWEVER, IF THE TRANSACTION SHALL FAIL TO CLOSE BY REASON OF SELLER'S DEFAULT, AND BUYER SHALL HAVE FULLY PERFORMED ITS OBLIGATIONS HEREUNDER AND SHALL BE READY, WILLING AND ABLE TO CLOSE, THEN BUYER SHALL BE ENTITLED TO SPECIFICALLY ENFORCE THIS AGREEMENT (BUT NO OTHER ACTION, FOR DAMAGES OR OTHERWISE, SHALL BE PERMITTED). IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT OR THE FAILURE OF SATISFACTION OF THE CONDITIONS DESCRIBED IN SECTION 13 HEREOF, IT IS AGREED THAT THE DEPOSIT SHALL BE NON-REFUNDABLE AND SELLER SHALL BE ENTITLED TO SUCH DEPOSIT, WHICH AMOUNT SHALL BE ACCEPTED BY SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER UPON BUYER'S FAILURE TO COMPLETE ITS PURCHASE OF THE PROPERTY. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER DAMAGES OR OTHERWISE ENFORCE SELLER'S RIGHTS. UPON A BUYER'S DEFAULT, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT FOR THE RIGHT OF SELLER TO RETAIN SUCH LIQUIDATED DAMAGES. SELLER HEREBY WAIVES ANY RIGHT TO AN ACTION FOR SPECIFIC PERFORMANCE OF ANY PROVISIONS OF THIS AGREEMENT AND ANY RIGHT TO PURSUE ANY OTHER REMEDY FOR ANY BREACH OR DEFAULT BY BUYER OF THIS AGREEMENT. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. IF FURTHER INSTRUCTIONS ARE REQUIRED BY ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS PARAGRAPH, BUYER AND SELLER AGREE TO EXECUTE THE SAME. THE PARTIES ACKNOWLEDGE THIS PROVISION BY PLACING THEIR INITIALS BELOW: SELLER BUYER 19. As -Is Sale. BUYER ACKNOWLEDGES AND AGREES THAT BUYER WILL BE CONCLUDING THE PURCHASE OF THE PROPERTY BASED SOLELY UPON BUYER'S INSPECTION AND INVESTIGATION OF THE PROPERTY, AND THAT BUYER WILL BE PURCHASING THE PROPERTY ON AN "AS IS, WHERE IS" BASIS, WITH ALL FAULTS, LATENT AND PATENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, IS NOT HEREBY MAKING, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, 101202836.2 12 Purchase and Sale Agreement 27458-1 ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, EXCEPT THOSE EXPRESSLY CONTAINED IN SECTION 10 OF THIS AGREEMENT, ON WHICH BUYER IS RELYING, AS TO ANY MATTER CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, MATTERS RELATING TO THE ZONING, LAND -USE OR OTHER ENTITLEMENTS, THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE EXISTING ENVIRONMENTAL CONDITION, AND/OR SOILS, SEISMIC, GEOTECHNICAL), THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAWS AND REGULATIONS, OR ANY OTHER REPRESENTATION OR WARRANTY RESPECTING LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS, AFFECTING OR CONCERNING THE PROPERTY OR ANY PART THEREOF, AND SELLER SPECIFICALLY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES, AND/OR OTHER MATTERS RELATING TO THE CONDITION OF THE PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY BY OR ON BEHALF OF SELLER, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL REPORTS AND THE OTHER DOCUMENTS AND INSTRUMENTS TO BE DELIVERED TO, OR OTHERWISE MADE AVAILABLE TO, BUYER WAS OBTAINED FROM A VARIETY OF SOURCES, THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION, THAT ALL SUCH INFORMATION HAS BEEN AND SHALL BE PROVIDED SOLELY AS AN ACCOMMODATION TO BUYER, AND THAT SELLERMAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. AS PART OF BUYER'S AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY "AS -IS, WHERE -IS," AND "WITH ALL FAULTS", AND NOT AS ALMTATION ON SUCH AGREEMENT, BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL CLAIMS OR RIGHTS AGAINST THE SELLER ARISING OUT OF THE INACCURACY OR INCOMPLETENESS OF ANY MATERIALS SO FURNISHED, ARISING OUT OF OR IN CONNECTION WITH THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTY, AND ANY AND ALL ACTUAL OR POTENTIAL CLAIMS OR RIGHTS BUYER MIGHT HAVE REGARDING ANY FORM OF REPRESENTATION OR WARRANTY, EXPRESS ORIM[PLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY, OTHER THAN IN CONNECTION WITH THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY CONTAINED INSECTION 10 OF THIS AGREEMENT. SUCH WAIVER IS ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. AS PART OF THE PROVISIONS OF THIS SECTION, BUT NOT AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LMTED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND BUYER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAWS, RULES OR REGULATIONS, INCLUDING WITHOUT LIMITATION, SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR STATUTE, LAW, RULE OR REGULATION OF ANY OTHER STATE. BUYER ACKNOWLEDGES THAT SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA PROVIDES AS FOLLOWS: 101202836.2 13 Purchase and Sale Agreement 27458-1 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTION THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." SELLER AND BUYER HAVE EACH INITIALED THIS SECTION TO FURTHER INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISAN HEREOF. SELLER BUYER 20. WAIVER OF PUNITIVE CONSEQUENTIAL AND SPECIAL DAMAGES. BUYER AND SELLER EACH WAIVE ANY AND ALL RIGHTS AGAINST THE OTHER TO AN AWARD OF PUNITIVE, CONSEQUENTIAL AND/OR SPECIAL DAMAGES WITH RESPECT TO ANY DISPUTE BETWEEN THEM RELATING TO THIS AGREEMENT. 21. Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by personal delivery (by recognized courier service or otherwise), or by facsimile transmission. Notices shall be considered given upon the earlier of (a) personal delivery, or (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (c) upon transmission by facsimile. A copy of all notices shall be sent to Escrow Holder. Notices shall be addressed as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice: Buyer: C. R. Laurence Company, Inc. v' ..- .-6-7EVwnn Avenue Vernon, California 90058 Attention: Don Friese / Lloyd Talbert Telephone: (323) 588-1281 Fax: (323) 584-5269 Copy to: Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 San Diego, CA 92101 Attn.: Kirsten M. Solberg, Esq. Phone: (619) 233-2988 Fax: (619) 446-8256 Seller: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Administrator Phone: (323) 583-8811 Fax: (323) 826-1427 101202836.2 14 Purchase and Sale Agreement 27458-1 Copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attn.: Jim G. Grayson, Esq. Phone: (213) 626-8484 Fax: (213) 626-0078 Escrow Holder: North American Title Company 101 North Brand Boulevard Suite 1800 Glendale, California 91203 Attn: Ms. Tina DeBow, Escrow Officer Phone: (818) 551-5370 Fax: (818) 240-9884 22. Broker's Commissions. The Buyer and Seller each represent and warrant to the other that it has not used a broker, agent, finder or other person in connection with this transaction to whom a brokerage or other commission may be payable other than Cushman & Wakefield. Seller shall be solely responsible for the payment of all brokerage fees due Cushman & Wakefield pursuant to a separate written agreement between Seller and Cushman & Wakefield. Each party shall defend, indemnify and hold the other party harmless from and against any and all claims for any broker's commission or similar compensation that may be payable to any broker, finder or other person or entity (other than Cushman & Wakefield) based upon such party's own acts. The indemnification obligations contained in this Section 22 shall survive the Close of Escrow and the delivery of the Grant Deed. 23. Time is of the Essence. The parties hereto agree that time is of the essence with respect to each term, condition and covenant hereof. 24. Successors and Assigns. The provisions of this Agreement are expressly binding upon, and shall inure to the benefit of, the parties hereto and their successors in interest and assigns. 25. Entire Agreement. This Agreement, together with all exhibits hereto, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 26. Severability. Invalidation of any of the terms, conditions, covenants, or other provisions contained herein by judgment or court order shall in no way affect any of the other terms, conditions, covenants, or provisions hereof, and the same shall remain in full force and effect. 27. Amendments. Any amendments to this Agreement shall be effective only when duly executed by Seller and Buyer and deposited with Escrow Holder. 28. Attorneys' Fees. In the event that suit is brought for the enforcement of this Agreement or as the result of any alleged breach thereof, the prevailing party or parties in such suit 101202836.2 15 Purchase and Sale Agreement 27458-1 shall be entitled to recover their reasonable attorneys' fees, costs, and expenses from the losing party or parties, and any judgment or decree rendered in such proceedings shall include an award thereof. 29. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of Seller and Buyer and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 30. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 31. Counterparts, This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, facsimile signatures shall be deemed to be original signatures, and shall be followed by the immediate overnight delivery of original signature pages. 32. Assignment of Agreement. Neither Buyer nor Seller may assign or transfer their respective rights or obligations under this Agreement without first obtaining the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. 33. Interpretation. Whenever used herein, the term "including" shall be deemed to be followed by the words "without limitation." Words used in the singular number shall include the plural, and vice -versa, and any gender shall be deemed to include each other gender. 34. Captions. The captions and headings of the Articles and Sections of this Agreement are for convenience of reference only, and shall not be deemed to define or limit the provisions hereof. 35. Exhibits. The exhibits and schedules attached hereto are hereby incorporated by reference herein. 36. Effect of Waiver. A waiver by either party hereto shall not affect either party's right to enforce the provisions contained herein, nor shall any extension or waiver be held to be an extension of time or waiver of any prior or subsequent breach of the same or any other obligation under this Agreement. 37. Confidentiality. Buyer acknowledges that, during the course of its due diligence, the information it will receive with respect to the Property and Seller is confidential in nature. Buyer agrees (unless otherwise required by law) not to disclose such information to any third party and to keep such information confidential, except for disclosures which may be made to Buyer's attorneys, accountants, and other consultants employed for the purpose of facilitating the transactions contemplated hereby, provided that Buyer makes all such parties aware of the confidentiality requirements set forth herein, and causes such parties to abide by this Section. 101202836.2 16 Purchase and Sale Agreement 27458-1 3 8. No Memorandum. The parties agree that neither this Agreement nor a memorandum hereof shall be recorded, as the parties intend to maintain the confidentiality of the transactions contemplated hereby. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written. "Buyer" C. R. LAURENCE CO., INC., a California corporation Name: I)e-n rkA F-- Et?* Title: L'In,eF ;G�0\P, C4tav' WINTitle: per,-31 • s "Seller" CITY OF VERNON, California charter city and municipal corporation By: 9'/ Aoxlle-� Name: Hiario b'Onaales Title: Mayor / ATTEST: Manuela Giron, City berk APPROVED AS TO FORM: Richards, Watso & Gershon, a profes tonal rporation By:—. City Attorney 101202836.2 17 Purchase and Sale Agreement 27458-1 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL L THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 00 02' 15" WEST 408.88 FEET; THENCE NORTH 890 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 890 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED 1NBOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 101202836.2 18 Purchase and Sale Agreement 27458-1 BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 89° 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00' 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST 75.00 FEET TO THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 319.65 FEET; THENCE NORTH 00 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 89° 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO ALINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 89° 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 00 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3, 110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 890 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 101202836.2 19 Purchase and Sale Agreement 27458-1 EXHIBIT B EXHIBIT B FORM OF GRANT DEED RECORDING REQUESTED BY First American Title Insurance Company AND WHEN RECORDED RETURN TO: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Administrator APN: [SPACE ABOVE FOR RECORDER'S USE ONLY] GRANT DEED THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS: The undersigned declares that this Grant Deed is exempt from Recording Fees pursuant to California Government Code Section 27383. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the CITY OF VERNON, California charter city and municipal corporation ("Grantor") hereby grants to C. R. LAURENCE CO., INC., a California corporation ("Grantee"), certain real property located in the City of Vernon, County of Los Angeles, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by reference. SUBJECT TO: 1. General and special real property taxes and assessments and supplemental assessments for the current fiscal year; 2. All liens, encumbrances, easements, covenants, conditions and restrictions of record; and 3. All matters which would be revealed or disclosed in an accurate survey of the property. IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below. Dated: , 20_ CITY OF VERNON, California charter city and municipal corporation 101202836.2 Exhibit B Purchase and Sale Agreement 1 27458-1 By:_ Name: Title: Mayor / Mayor Pro-Tem ATTEST: Manuela Giron, City Clerk 101202836.2 Exhibit B Purchase and Sale Agreement 2 27458-1 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On , before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public SEAL: 101202836.2 Exhibit B Purchase and Sale Agreement 3 27458-1 Exhibit A to Grant Deed LEGAL DESCRIPTION OF THE PROPERTY THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCELI: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 89° 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PERMAP RECORDED INBOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. 101202836.2 Exhibit B Purchase and Sale Agreement 4 27458-1 PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 89° 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST 75.00 FEET TO THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 319.65 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 890 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLYLINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 890 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 0° 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3, 110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 890 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 101202836.2 Exhibit B Purchase and Sale Agreement 5 27458-1 EXHIBIT C EXHIBIT C FORM OF RIGHT OF ENTRY AND ACCESS AGREEMENT RIGHT OF ENTRY AND ACCESS AGREEMENT THIS RIGHT OF ENTRY AND ACCESS AGREEMENT (herein called this "Agreement") is made and entered into as of , 20_ (the "Effective Date"), by CITY OF VERNON, California charter city and municipal corporation (herein called "Grantor"), and C. R. LAURENCE CO., INC., a California corporation (herein called "Grantee"). WITNESSETH: WHEREAS, Grantor is the owner of the real property more particularly described on Exhibit A, attached hereto and incorporated herein by reference (herein called the "Property"); WHEREAS, Grantor and Grantee are contemplating entering into a Purchase and Sale Agreement and Escrow Instructions [2200 55th Street and 2001 57th Street] related to the Property (the "Purchase Agreement"), - WHEREAS ' Grantee has requested the right of entry upon and access to the Property for the purpose of undertaking tests, inspections and other due diligence activities (herein called the "Due Diligence Activities") in connection with the proposed acquisition by Grantee of the Property; WHEREAS, Grantor has agreed to grant to Grantee, and Grantee has agreed to accept from Grantor, a non-exclusive, revocable license to enter upon the Property to perform the Due Diligence Activities in accordance with the terms and provisions of this Agreement; WHEREAS, Grantor and Grantee desire to execute and enter into this Agreement for the purpose of setting forth their agreement with respect to the Due Diligence Activities and Grantee's entry upon the Property. NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee do hereby covenant and agree as follows: Access by Grantee. (a) Subject to Grantee's compliance with the terms and provisions of this Agreement, until the earlier to occur of (i) the Close of Escrow (as defined in the Purchase Agreement), or (ii) the termination of the Purchase Agreement, Grantee and Grantee's agents, employees, contractors, representatives and other designees (herein collectively called "Grantee's Designees") shall have the right to enter upon the Property for the purpose of conducting the Due Diligence Activities. (b) Grantee expressly agrees as follows: (i) any activities by or on behalf of Grantee, including, without limitation, the entry by Grantee or Grantee's Designees onto the 101202836.2 Exhibit C Purchase and Sale Agreement 1 27458-1 Property in connection with the Due Diligence Activities shall not damage the Property in any manner whatsoever, (ii) in the event the Property is altered or disturbed in any manner in connection with the Due Diligence Activities, Grantee shall immediately return the Property to the condition existing prior to the Due Diligence Activities, and (iii) Grantee, to the extent allowed by law, shall indemnify, defend and hold Grantor harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees and expenses and court costs) suffered, incurred or sustained by Grantor as a result of, by reason of, or in connection with the Due Diligence Activities or the entry by Grantee or Grantee's Designees onto the Property; provided, however, Buyer shall have no obligation to indemnify, defend or hold Grantor harmless as a result of damage to the Property caused by the negligence or wrongful misconduct of Seller or as a result of the discovery or presence of any preexisting conditions, including without limitation any Hazardous Materials (as defined in the Purchase Agreement) on the Property. Notwithstanding any provision of this Agreement to the contrary, Grantee shall not have the right to undertake any invasive activities or tests upon the Property, or any environmental testing on the Property beyond the scope of a standard "Phase I" investigation, without the prior written consent of Grantor of a workplan for such "Phase II" or invasive testing. If Grantor does not respond or reject any workplan within five (5) business days of Grantee's delivery of the written workplan proposal to Grantor pursuant to the notice provisions of this Agreement, then Grantor shall be deemed to have not approved the submitted workplan and Grantee may not proceed with such testing. If Grantor rejects such proposed workplan in whole or in part, then this Agreement shall become null and void at the sole option of Grantee. If Grantee terminates this Agreement under the foregoing provision, then neither party shall have any further rights, duties and obligations. 2. Lien Waivers. Upon receipt of a written request from Grantor, Grantee will provide Grantor with lien waivers following completion of the Due Diligence Activities from each and every contractor, materialman, engineer, architect and surveyor who might have lien rights, in form and substance reasonably satisfactory to Grantor and its counsel. To the extent permitted by applicable law, Grantee hereby indemnifies Grantor from and against any claims or demands for payment, or any liens or lien claims made against Grantor or the Property as a result of the Due Diligence Activities. 3. Insurance. Prior to entry onto the Property, Grantee shall, and shall cause all of Grantee's Designees performing the Due Diligence Activities to, procure or maintain a policy of commercial general liability insurance issued by an insurer reasonably satisfactory to Grantor covering each of the Due Diligence Activities with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00, and to deliver to Grantor a certificate of insurance evidencing that such insurance is in force and effect, and evidencing that Grantor has been named as an additional insured thereunder with respect to the Due Diligence Activities. Such insurance shall be maintained in force throughout the term of this Agreement. 4. Successors. To the extent any rights or obligations under this Agreement remain in effect, this Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. 101202836.2 Exhibit C Purchase and Sale Agreement 2 27458-1 5. Limitations. Grantor does not hereby convey to Grantee any right, title or interest in or to the Property, but merely grants the specific rights and privileges hereinabove set forth. 6. Notices. Whenever any notice, demand, or request is required or permitted under this Agreement, such notice, demand, or request shall be in writing and shall be delivered by hand, be sent by registered or certified mail, postage prepaid, return receipt requested, or shall be sent by nationally recognized commercial courier for next business day delivery, to the addresses set forth below the respective executions of the parties hereof, or to such other addresses as are specified by written notice given in accordance herewith, or shall be transmitted by facsimile to the number for each party set forth below their respective executions hereof, or to such other numbers as are specified by written notice given in accordance herewith. All notices, demands, or requests delivered by hand shall be deemed given upon the date so delivered; those given by mailing as hereinabove provided shall be deemed given on the date of deposit in the United States Mail; those given by commercial courier as hereinabove provided shall be deemed given on the date of deposit with the commercial courier; and those given by facsimile shall be deemed given on the date of facsimile transmittal. Nonetheless, the time period, if any, in which a response to any notice, demand, or request must be given shall commence to run from the date of receipt of the notice, demand, or request by the addressee thereof. Any notice, demand, or request not received because of changed address or facsimile number of which no notice was given as hereinabove provided or because of refusal to accept delivery shall be deemed received by the party to whom addressed on the date of hand delivery, on the date of facsimile transmittal, on the first calendar day after deposit with commercial courier, or on the third calendar day following deposit in the United States Mail, as the case may be. 7. Assignment. This Agreement may not be assigned by Grantee without first obtaining the prior written consent of Grantor, which consent shall not be unreasonably withheld or delayed. 8. Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California. 9. Termination. This Agreement can be terminated by Grantor at any time and for any reason, or no reason, upon written notice from Grantor to Grantee. 10. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. 101202836.2 Exhibit C Purchase and Sale Agreement 3 27458-1 11. No Recording of Agreement or Memorandum of Agreement. In no event shall this Agreement or any memorandum hereof be recorded in the Official Records of Los Angeles County, California, and any such recordation or attempted recordation shall constitute a breach of this Agreement by the party responsible for such recordation or attempted recordation. IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be executed and sealed, on the day and year first written above. GRANTOR: CITY OF VERNON, California charter city and municipal corporation Bv: Name: Title: Mayor / Mayor Pro-Tem ATTEST: Manuela Giron, City Clerk Address for notices: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: City Administrator Phone: (323) 583-8811 Fax: (323) 826-1427 Copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attn.: Jim G. Grayson, Esq. Phone: (213) 626-8484 Fax: (213) 626-0078 101202836.2 Exhibit C Purchase and Sale Agreement 4 27458-1 GRANTEE C. R. LAURENCE CO., INC., a California corporation By: Name: Title: By: Name: Title: Address for notices: C. R. Laurence Company, Inc. 2677 East Vernon Avenue Vernon, California 90058 Attention: Don Friese / Lloyd Talbert Telephone: (323) 588-1281 Fax: (323) 584-5269 Copy to: Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 San Diego, CA 92101 Attn.: Kirsten M. Solberg, Esq. Phone: (619) 233-2988 Fax: (619) 446-8256 101202836.2 Exhibit C Purchase and Sale Agreement 5 27458-1 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCELI: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 00 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 89° 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PERMAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. 101202836.2 Exhibit C Purchase and Sale Agreement 1 27458-1 PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT l; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 89° 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00'35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST 75.00 FEET TO THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 319.65 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 890 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO ALINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 890 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 00 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3, 110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT I) - THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT 1N THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 89' 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 101202836.2 Exhibit C Purchase and Sale Agreement 2 27458-1 SCHEDULE A ENTITLEMENTS WHICH ARE NOT TO BE CONVEYED TO BUYER Eight thousand six hundred thirty-four and twenty-eight hundredths (8,634.28) sewer discharge capacity units allocated in part to the Property by the Los Angeles County Sanitation District. 101202836.2 Schedule A Purchase and Sale Agreement 27458-1 SCHEDULE B LIST OF DUE DILIGENCE MATERIALS DELIVERED TO BUYER DATE CONSULTANT 09-11-1997 Flour Daniel GTI 05-21-2007 Patriot Environmental 06-07-2007 Waterstone Environmental 09-11-2007 Waterstone Environmental 10-18-2007 Waterstone Environmental 10-16-2007 PIC 11-13-2007 PIC 11-20-2007 PIC 12-03-2007 Waterstone Environmental 1-25-2008 Waterstone Environmental 8-12-2008 PIC 10-14-2008 Patriot Environmental 12-17-2008 PIC 01-12-2009 PIC TITLE ADDRESS Soil Backfill, Former 2001 E. 57th Street UST Site Limited Asbestos 2001 E. 57th Street Inspection and Audit Closure Work Plan 2001 E. 57th Street for Hazardous Materials Permit Phase I & II Work 2001 E. 57th Street Plan Phase II Sampling 2001 E. 57th Street Report Phase II Soil 2001 E. 57th Street Investigation Phase I & II 2200-2300 E. 55th St. Phase I & II 2001 E. 57th Street Closure of Hazardous 2001 E. 57th Street Materials Permit Addendum to Closure 2001 E. 57th Street Work Plan For Hazardous Materials Permit Clarifier Closure 2001 E. 57th Street Work Plan Asbestos Abatement 2001 E. 57th Street Clarifier Closure 2001 E. 57th Street Soil Excavation 2001 E. 57th Street Sampling & Remediation Report 101202836.2 Schedule B Purchase and Sale Agreement 1 27458-1 Juarez, Debbie From: Lehr, Judy Sent: Wednesday, January 06, 2010 3:22 PM To: Giron, Nelly Cc: Juarez, Debbie Subject: Smurtfit Property Sale Nelly, I don't know if anything was said to you but the escrow officer indicated that the numerical address for CR Laurence notices on page 14 of the purchase and sale agreement was incorrect and should be 2503 E. Vernon Avenue. The escrow officer was just going to note it on her copy of the agreement. Judy Lehr City Attorney Dept., City of Vernon 4305 Santa Fe Avenue Vernon, 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. Page 1 of 2 Juarez, Debbie From: Wilson, Kevin Sent: Tuesday, January 12, 2010 8:47 AM To: Juarez, Debbie Cc: Giron, Nelly Subject: RE: C.R. Laurence Return one copy to CR Laurence. There address for all notices should be on the original agreement or you can just call CR Laurence, Lloyd Talbert and he will come over and pick up. I would go ahead and email a copy to their attorney. I am not sure what the spare copy is for. You should also a mail a copy to our attorney that is working on this project, Jim Grayson at RWG. From: Juarez, Debbie Sent: Tuesday, January 12, 2010 7:09 AM To; Wilson, Kevin; Giron, Nelly Subject: RE: C.R. Laurence Hi Kevin. It's a Right of Entry and Access Agreement. lDe6orah Juarez Records Management Assistant City of Vernon - City Cferk's Office 4305 Santa Te Avenue Vernon, CA 90058 (323) 583-8811 From: Wilson, Kevin Sent: Tuesday, January 12, 2010 4:56 AM To: Giron, Nelly Cc: Juarez, Debbie Subject: RE: C.R. Laurence I am not even sure what the assessment agreement is. Can you send me a copy or bring a copy to me so I can provide direction. From: Giron, Nelly Sent: Monday, January 11, 2010 12:02 PM To: Wilson, Kevin Cc: Juarez, Debbie Subject: FW: C.R. Laurence Kevin, how do you want the distribution of the Assessment Agreement to be handled? There are three originals, one is the city's original. Who gets the other two? Below is the information we have on hand. Which address in Vernon is the correct one? Nelly From: Juarez, Debbie 1/12/2010 Page 2 of 2 Sent: Monday, January 11, 2010 11:56 AM To: Giron, Nelly Subject: RE: C.R. Laurence 2677 E. Vernon Avenue but was corrected by Judy's e-mail: 2503 E. Vernon Avenue, Vernon, CA 90058 Also, says in agreement to Copy to: Luce, Forward, Hamilton & Scripps LLP, 600 West Broadway, Suite 2600, San Diego, CA 92101. I have three fully executed agreements. I will keep one and then do you want the other two originals to be mailed to the above -referenced addresses or just sent both to the 2503 E. Vernon address? Thank you. 1Worah Juarez 1§cords .Management Assistant City of Vernon - City Clerk's Office 4305 Santa Ee Avenue Vernon, CA 90058 (323) 583-8811 1/12/2010 Juarez, Debbie From: Giron, Nelly Sent: Monday, January 11, 2010 11:39 AM To: Juarez, Debbie Subject: FW: C.R. Laurence (Smurfit Property) fyi -----Original Message ----- From: John McMillan (mailto:John.McMillan@cushwake.com] Sent: Wednesday, December 23, 2009 9:48 AM To: Giron, Nelly Cc: Lehr, Judy Subject: RE: C.R. Laurence (Smurfit Property) Confirmed with both attorneys that this version is fine. Thanks. John McMillan Executive Director, Lic. #01103292 Industrial Brokerage I Global Supply Chain Solutions Cushman & Wakefield of California Inc, Lic # 00616335 601 S. Figueroa Street, 47th Floor Los Angeles, CA 90017 PH: 213-955-6494 FX: 213-947-1772 -----Original Message ----- From: Giron, Nelly [mailto:NGiron@ci.vernon.ca.us] Sent: Tuesday, December 22, 2009 4:24 PM To: John McMillan; O'Callaghan, Donal Cc: Lehr, Judy Subject: RE: C.R. Laurence (Smurfit Property) I am so glad to see your email. I just sent an email to Kevin asking him what do I do with the Access Agreement, it was signed by CR Laurence and the City today. You will note that the Mayor's signature was placed on the wrong signature line, but then it was corrected. Is this document okay the way it is, or would you like us to have CR Laurence re-sign again? Please advise. Nelly -----Original message ----- From; John McMillan (mailto:John.McMillan@cushwake.com] Sent: Tuesday, December 22, 2009 3:08 PM To: O'Callaghan, Donal; Giron, Nelly Subject: RE: C.R. Laurence (Smurfit Property) Nelly: We picked up the original fully executed purchase contracts today and dropped one of them off at CR Laurence. The escrow officer was sent a PDF of the executed agreement, which is fine for now, and she is opening the escrow and will have instructions out shortly. Also, both Jim and I called Chicago Title, so the preliminary title report has been ordered. I've been in contact with Jim and believe we are on top of it all, but please feel free to call or email me if you have or Judy Lehr have any further questions. John McMillan 1 Executive Director, Lic. 401103292 Industrial Brokerage I Global Supply Chain Solutions Cushman & Wakefield of California Inc, Lic # 00616335 601 S. Figueroa Street, 47th Floor Los Angeles, CA 90017 PH: 213-955-6494 FX: 213-947-1772 -----Original Message ----- From: O'Callaghan, Donal[mailto:docallaghan@ci.vernon.ca.us] Sent: Tuesday, December 22, 2009 9:49 AM To: Giron, Nelly Cc: John McMillan Subject: RE: C.R. Laurence (Smurfit Property) Think you need to included John McMillan on these transmittals as he is our Broker for this sale. -----Original Message ----- From: Giron, Nelly Sent: Tuesday, December 22, 2009 8:22 AM To: O'Callaghan, Donal Subject: RE: C.R. Laurence (Smurfit Property) I have numbered Judy's questions below for legibility. Nelly -----Original Message ----- From: O'Callaghan, Donal Sent: Tuesday, December 22, To: Giron, Nelly Subject: Re: C.R. Laurence What questions?? 2009 7:28 AM (Smurfit Property) ----- Original Message ----- From: Giron, Nelly To: O'Callaghan, Donal Sent: Tue Dec 22 07:18:44 2009 Subject: FW: C.R. Laurence (Smurfit Property) Donal, Judy sent an email to Jim Grayson asking him questions that we need to find out so that we can move along with the C.R. Laurence property. I have not heard back from Jim. Nelly From: Lehr, Judy Sent: Monday, December 21, 2009 5:13 PM To: 'jgrayson@rwglaw.com' Cc: Giron, Nelly; 'Lena Stinnett'; Muro, Evangelina Subject: C.R. Laurence (Smurfit Property) Jim, 1. Do you have an escrow number? 2. Are you handling, i.e., is the City supposed to send you the documents, like the original Purchase and Sale'Agreement and Right of Entry Agreement, and you deposit into escrow or is the City supposed to send directly to Tina DeBow? 3. Do you have the City's wire information for the Earnest Money and Independent Consideration? 4. Who is the point person on this to see that everything is done within the time periods mentioned in the agreement? 2 Judy Lehr City Attorney Dept., City of Vernon 4305 Santa Fe Avenue Vernon, 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. El V E D APPROVED DEC 21109 CITY COUNCIi" D , 1, 1, 6 2009 CITY CLERKS OFFICE STAFF REPORT COMMUNITY SERVICES & WATER DEPARTMENT v-6 DATE: December 16, 2009 TO: Honorable Mayor and City Council FROM: Donal O'Callaghan, City Administrator RE: SMURFIT STONE PROPERTY The City owns the property located at 2200 55 h Street and 2001 57t' Street, the former Smurfit Stone property. The City has entered into negotiations to sell the majority of the property to C.R. Laurence Company, Inc. who intends to utilize the site for a manufacturing operation. The site currently has two water wells that were utilized for industrial water in the Smurfit Stone Paper Manufacturing operation. City staff is recommending that one of the wells be retained by the City and testing continues to determine if the well can be converted into a potable water well for City use. The proposed well site is illustrated on the enclosed drawing and is approximately 0.32 acres in size. The remaining well will become the property of C.R. Laurence Company, Inc. who may use the well for its industrial use or abandon the well in accordance with City regulations. In addition, the property has 10,134.28 Sanitation Districts of Los Angeles County capacity units assigned to it. It is being recommended that 1,500 capacity units be transferred to C.R. Laurence Company, Inc. as part of the sale of the property. The remaining units would be retained by the City. Enclosed herewith is a Purchase and Sale Agreement for the 10.93 acres of property. The final sale price is $14.4 million., It is recommended that the City Council approve the enclosed Purchase and Sale Agreement. DO/SKW/ca Enclosures DEC 1 6 2009 Ad ry o a: F: C, C3 LO Lo 2 LLJ < al 1121 uiO t: c< w Io O Q) Af 0902'15' W 240.06' to U, U'j Lo- w z D 0 N 00'35'15' WI WI IN VM115" w LO I II C*4 LLJ 0 < cal. i L�of VP, xA 43j'ZLY 1149J COMMUNITY SERVICES & WATER DEPARTMENT OFFICE MEMORANDUM V-6 TO: Donal O'Callaghan, City Administratorcgk V����r FROM: Samuel Kevin Wilson Director of Community Services & Water DATE: December 16, 2009 SUBJECT: SMURFIT STONE PROPERTY The City owns the property located at 2200 55 h Street and 2001 57"' Street, the former Smurfit Stone property. The City has entered into negotiations to sell the majority of the site to C.R. Laurence Company, Inc. The City and C.R. Laurence Company, Inc. have come to terms on the property. The City will retain a small portion of the property for a water well site. Enclosed herewith is a Purchase and Sale Agreement for the property. As part of the Agreement 1500 Sanitation Districts of Los Angeles County capacity units on the site will be transferred to C.R. Laurence Company, Inc. The final sale price is $14.4 million. Enclosed herewith is a Staff Report recommending that the City Council approve the Purchase and Sale Agreement. SKW/ca Enclosures DEC 1 6 2009 RESOLUTION NO. 2010-39 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A LICENSE AGREEMENT WITH NORAN REAL ESTATE HOLDINGS, LLC PERMITTING THE CITY TO TEMPORARILY INSTALL CERTAIN EQUIPMENT TO FACILITATE THE CITY'S REHABILITATION OF A WATER WELL WHEREAS, the City of Vernon is in the process of selling the property located at 2200 55th Street and 2001 57th Street (collectively the "Property") to Noran Real Estate Holdings, LLC ("Noran"); and WHEREAS, the City will be retaining a portion of the Property which currently contains a water well; and WHEREAS, the State of California Department of Public Health has requested that the City rehabilitate the water well; and WHEREAS, to complete the rehabilitation, it is necessary to place aboveground water piping and tubing across the Property to permit water pumped from the well to flow to a nearby sewer; and WHEREAS, by memo dated March 10, 2010, the Director of Community Services & Water recommends the City enter into a license agreement setting forth the terms and conditions under which Noran would permit the City to temporarily place and maintain aboveground water piping and tubing on the Property. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon does hereby find and determine that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the license agreement between the City of Vernon and Noran, a copy of which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send a fully executed Agreement to Noran. SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 151-h day of March, 2010. AT T ST: Willard Yam uc ', City Clerk Name: Hilario Gonzales Title: Mayor /Iayr�- 2 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-39, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, March 15, 2010, and thereafter was duly signed by the Mayor or Mayor Pro -Tern of the City of Vernon. Executed this day of March, 20,,,1.0, at Vernon, California. (SEAL) - 3 - EXHIBIT A LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "License") is dated for reference purposes as of March 15 , 2010, and is entered into by and between NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company ("Licensor"), and CITY OF VERNON, a California charter city and municipal corporation ("Licensee"). RECITALS WHEREAS, Licensor is the owner of that certain real property located in the City of Vernon, County of Los Angeles, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"), and WHEREAS, Licensee wishes to access the Property for the purpose of temporarily placing and maintaining aboveground water piping and tubing (the -"Equipment") on the Property; and WHEREAS, Licensor is willing to permit Licensee to temporarily access the Property for the above -described purposes upon the terms and conditions stated in this License. NOW, THEREFORE, in consideration of the covenants and agreements of the Licensor and Licensee herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Licensor and Licensee agree as follows: 1. LICENSE. Licensor hereby grants to Licensee and its employees and contractors a temporary, nonexclusive license for access and use of the Property upon and subject to the terms and conditions set forth herein. 2. TERM. The term of this License shall commence on April 1, 2010 and terminate on June 30, 2010. 3. USE. The Licensor hereby grants to the Licensee for the term of this License a nonexclusive right of access over and across that portion of the Property, identified in Exhibit B attached hereto and incorporated herein by this reference (the "License Area"), for the purpose of placing the Equipment on the Property and thereafter using, maintaining and removing the Equipment as described herein. Licensee shall not damage the Property and shall maintain the Equipment in good condition and repair. Licensee shall be solely responsible for providing all security necessary to protect the public from harm and to protect the Equipment from theft, damage, loss and vandalism, and the Licensor shall not under any circumstances be responsible for any damage, costs or losses incurred by Licensee with respect to the Equipment unless such damage, costs or losses are the direct result of a negligent or wrongful act by Licensor. 4. INDEMNIFICATION. Licensee shall indemnify, defend, protect and hold Licensor, and its officers, directors, agents, and representatives, harmless from and against all liens and encumbrances of any nature whatsoever against the Property which result from the exercise of Licensee's rights hereunder, and from any and all claims, causes of action, liabilities, costs and expenses (including reasonable attorneys' fees), losses or damages arising from 12720-0011\1212484v3.doc Licensee's use of the Property, any breach of this License by Licensee, or any act or failure to act by Licensee or Licensee's employees or contractors, except those arising from the actions of the Licensor, its officers, directors, agents, or representatives. 5. SURRENDER. Upon the termination of this License, all right and interest of Licensee with respect to the Property created by this License shall terminate and Licensee shall promptly remove the Equipment from the Property and restore the License Area to its former condition. 6. INSURANCE. In the event Licensee maintains insurance covering any and all liability with respect to or arising out of the License, such insurance policies shall name Licensor as an additional insured. 7. "AS IS". Licensee shall use the License Area "AS IS", in its present state and condition, without representation or warranty by Licensor or its representatives as to any matter. Licensee is relying on its own inspection, investigations and analysis of the use, condition or suitability of the License Area and is not relying on any representations, warranties, statements, agreements or other information furnished by Licensor or its representatives. 8.. DEFAULT. In the event of a breach by Licensee of anyof the terms of this License, all rights of Licensee hereunder shall cease and terminate, and in addition to all other rights Licensor may have at law or in equity, Licensor may remove the Equipment from the Property and deliver it to the Licensee; and Licensee shall promptly reimburse the Licensor for all expenses and costs it may incur in removing the Equipment and delivering it to the Licensee. 9. WAIVER. The waiver by Licensor of any breach of Licensee hereunder, or the failure on the part of Licensor to enforce any right it may have hereunder, shall not constitute a waiver of any other or subsequent, similar, or different breaches, or a waiver of Licensoe's power to enforce such rights. 10. ASSIGNMENT. This License is personal to Licensee. Licensee may not assign, sell, transfer, encumber, pledge or otherwise hypothecate any part of this License or Licensee's interest herein to any entity without the prior written consent of Licensor, which consent may be withheld in Licensor's sole and absolute discretion. Any purported assignment by Licensee of this License without the prior written consent of Licensor shall be void ab initio and a basis for immediate termination of this License. In the event that Licensor shall provide its prior written consent to an assignment by Licensee, any such assignment shall not relieve Licensee of its obligations undenthis License. 11. ATTORNEYS' FEES. If any party named herein brings an action to enforce the terms hereof or to declare its rights hereunder, the prevailing parry in any such action, on trial and appeal, shall be entitled to recover its costs and reasonable attorneys' fees. 12. NOTICE. All notices, consents, requests, demands, approvals, waivers, and other communications desired or required to be given hereunder (referred to collectively as "notices") shall be in writing and signed by the party so giving the notice, and shall be effectively 12720-0011\1212484v3.doc -2- given or served: (i) on the date of personal service upon the person to whom it is directed; or (ii) on the date the notice is received or rejected provided it is sent U.S. first class registered or certified mail, postage prepaid, return receipt requested; or (iii) on the date the notice is delivered by a nationally recognized courier service to the address of the person to whom it is directed provided it is sent postage prepaid to the address of the person to whom it is directed. The addresses of the parties are: To Licensee: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: City Manager Telephone: (323) 583-8811 Fax: (323) 826-1427 with a copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attention: Jim G. Grayson Telephone: (213) 626-8484 Fax: (213) 626-0078 To Licensor: Noran Real Estate Holdings, LLC 2503 East Vernon Avenue Los Angeles, California 90058 Attention: Don Friese / Lloyd Talbert Telephone: (323) 588-1281 Fax: (323) 584-5269 with a copy to: Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 San Diego, California 92101 Attn.: Kirsten M. Solberg, Esq. Phone: (619) 233-2988 Fax: (619) 446-8256 Either party may, from time to time, change its address by giving written notice thereof in the manner outlined above. 13. GOVERNING LAW. This License shall be interpreted, enforced and governed by the laws of the State of California. 14. AMENDMENTS. No provisions of this License may be amended or modified except by an agreement in writing executed by both parties hereto. 15. SEVERABILITY. In the event that any one or more of the provisions contained in this License shall for any reason be held by a court of competent jurisdiction to be invalid, 12720-0011\1212484v3.doe -3- illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the remainder of the provisions of this License shall continue in full force and effect without impairment. 16. COUNTERPARTS. This License may be executed in several counterparts, each of which shall be deemed. an original, and all of such counterparts together shall constitute one and the same instrument. 12720-0011\1212484v3.doc [Signatures Appear on Following Page] M IN WITNESS WHEREOF, each of the parties has caused its authorized representative to execute duplicate original counterparts of this License. LICENSEE: ATTEST: RA Willard Yamaguchi, City Clerk LISCENSOR: 12720-0011\1212484v3.doc CITY OF VERNON, California charter city and municipal corporation By:_ Name: Title: Mayor / Mayor Pro-Tem NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company By: The Noran Company, a California general partnership am Donald E. Friese, its Managing Partner -5- Exhibit "A" Legal Description of Property PARCELI: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 00 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 89" 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACTT2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 12720-0011\1212484v3.doc A-1 BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 890 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST 34.83 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF FORTY (40) FEET; THENCE SOUTHWESTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 90014' 15" A DISTANCE OF 63.0 FEET TO A POINT OF TANGENCY ON THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 279.48 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 89° 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 890 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 0° 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3,110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 89° 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 0° 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 89' 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 12720-0011\1212484v3.doc A-2 Exhibit `B" Description of License Area N WW'15" W ] ..5o' Q I S ........... �44 N to v 0 A O� Cd � JAdS' W I "' N ar.1tl'IJ" W • I7I.91' pg� p0� W � I I Q x oemrs• � aaa I � I = I I I � I F 16 I I g I i I � 15 � � I I I s worse• r / oti 3 W I 18 N ply ! Ga LV U I 2 ffi ae24Vi Q srororm•[ I LLJ +as' 4�p Z I W U J j I I+ � I„ � w Of a I I 4 I a I I teH. PS NR701'15^W 12720-0011\1212484v3.doc B-1 CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: March 16, 2010 TO: S. Kevin Wilson, Director of Community Services & Water FROM: Willard Yamaguchi, City Clerk RE: Resolution No. 2010-39 — A Resolution of the City Council of the City of Vernon Approving and Authorizing the Execution of a License Agreement with Noran Real Estate Holdings, LLC Permitting the City to Temporarily Install Certain Equipment to Facilitate the City's Rehabilitation of a Water Well Transmitted herewith is a copy of Resolution No. 2010-39, referenced above, which was approved by City Council on March 15, 2010, along with two partially executed original Assignment and Assumption Agreements, two partially executed original License Agreements, and one executed original Grant Deed for hand delivery to North American Title Company. Thank you. WY:dj c: Resolution No. 2010-39, 10,125 Agreement No. 10-020 W OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 March 16, 2010 VIA HAND DELIVERY Tina DeBow Senior Advisory Escrow Officer North American Title Company 101 N. Brand Blvd., Suite 1800 Glendale, CA 91203 Re: Noran Real Estate Holdings LLC — 2200 55th Street and 2001 57th Street — Assignment and Assumption Agreement, License Agreement, and Grant Deed Dear Ms. DeBow: Transmitted herewith are two partially executed original Assignment and Assumption Agreements, two partially executed License Agreements, and one executed Grant Deed for recordation as referenced above,, approved by City Council on March 15, 2010, through Resolution No. 2010-39. Please ensure that an original of each of the fully executed documents and the original recorded Grant Deed are returned to the City Clerk's office. If you have any questions regarding this matter, please call Mr. S. Kevin Wilson, at (323) 583- 8811 ext. 245. V y truly yours, WILLARD G. A A I City Clerk WY:dj c: Jim G. Grayson Kirsten M. Solberg S. Kevin Wilson Resolution No. 2010-39, 2010-31, 10,125 Agreement File No. 10-020 Exclusively Industrial Juarez,'Debbie From: Tina DeBow [tdebow@nat.com] Sent: Tuesday, March 16, 2010 11:16 AM To: Juarez, Debbie Cc: Jim G. Grayson; Brandi Magana; O'Callaghan, Donal; Lehr, Judy; Burnett, Rory; John McMillan; Jeff Sanita; Tim Wallace; Wilson, Kevin; Curiel, Jordan; Balassi, Dave; Slinger, Mike Subject: 981984-TD 55th & 57th Streets, Vernon, CA 910066327-X49 By copy to Chicago Title, please have your messenger here at 230 to p/u original recordable documents. Importance: High Attachments: Closing Seller.pdf Closing Seller.pdf (47 KB) Thank you. Attached is the revised Estimated closing statement please sign and return. I understand after just speaking with Claudia in the City of Vernon that we should have original documents for Chicago Title and the closing documents called for under the PSA, by 130 today: By copy to Chicago Title, please have your messenger here at 230 to p/u original recordable documents. Thank you all for your assistance in this matter Best regards, Tina DeBow _ Senior Advisory Escrow Officer North American Title Company 101 North Brand Boulevard, Suite 1800 Glendale, CA 91203 Main Number: 818-240-4912 Direct Dial: 818 551-5370 Fax: 818-551-5327 tdebow@nat.com http://www.nat.com -----Original Message ----- From: fast@etitledocs.com.[mailto:fast@etitledocs.com] On Behalf Of Tina DeBow Sent: Tuesday, March 16, 2010 11:10 AM To: Tina DeBow Subject: (Email Ref=654123867) File No.: 91401 981984 09 Buyer: Noran Real Estate Holdings, LLC Seller: City of Vernon, a body corporate and politic Property Address: 2200 55th St. & 2001 57th St., Vernon, CA 90058 1 UNORTH AMERICAN North American Title Company COLE MPANY 101 North Brand Blvd., Suite 1800 • Glendale, CA 91203 Like Clockwork Seller's Estimated Settlement Statement Amended. Tuesday Mar 16, 2010 11:8 AM Property: 2200 55th St. & 2001 57th St., Vernon, CA 90058 File No: 91401-981984-09 Officer: Tina DeBow/td New Loan No: Settlement Date: Disbursement Date: 03/17/2010 Print Date: 3/16/2010, 11:09 AM Buyer: Noran Real Estate Holdings, LLC Address: 2503 East Vernon Avenue, Vernon, CA 90058 Seller: City of Vernon Address: 4305 Santa Fe Avenue, Vernon, CA 90058 Sellet-;.Credi4 . Consideration: Total Consideration 14,400,000 00 Commission: Commission Paid at Settlement to Cushman & Wakefield of California, Inc. 576,000.00 Payoff Loan(s : Lender. East West Bank Principal Balance - East West Bank 10,972,000.00 Interest on Pa off Loan thru 3-9-2010 0.000000/da - East West Bank 43,888.00 Interest on Pa offLoan 03/10/10 to 03/19/10 2743.000000/da - East West Bank 24,687.00 Statement/Forwarding Fee - East West Bank 30.00 Reconv ante Fee - East West Bank 45.00 Fax Fee - East West Bank 10.00 Recordin Fee -East West Bank 9.00 Default interest - East West Bank 1,523.89 UCC Termination - East West Bank 20.00 Title/Escrow Charges to: Documentary Transfer Tax to Chicago Title Com 15,840.00 Recording Fees to Chicago Title Company 100.00 Owner's Poticy to Chicago Title Company 10,800.00 Sub -Escrow Fee to Chicago Title Compny 150.00 Escrow Fee - North American Title Company 3,240.00 Domestic Wire Fee - North American Title Co 50.00 Courier/Overnight Fee - North American Title Company 50.00 Disbarsements Paid: natural hazard disclosure reports to JCP-LGS R rts Natural Hazard Disclosures 133.50 Cab (X To) ( From) Seger 2,751,423.61 Totals 14,400,000.00 14,400,000.00 Notice - This Estimated Settlement Statement is subject to changes, corrections or additions at the time of final computation of the Settlement Statement. SELL : City of corpora Politic By:Donal O'Callaghan, City istrator Page I of 1 Juarez, Debbie From: Tina DeBow [tdebow@nat.com] Sent: Tuesday, March 16, 2010 3:03 PM To: Solberg, Kirsten Cc: Arty Feles; Balassi, Dave; jana@wellsfargo.com; Curiel, Jordan; Jim G. Grayson; Brandi Magana; John McMillan; Jeff Sanita; Wilson, Kevin; Juarez, Debbie; Burnett, Rory; Slinger, Mike Subject: 910066327X49 981984-TD Importance: High Attachments: TINA DEBOW_20100316 144701.pdf; TINA DEBOW_20100316_143744.pdf; TINA DEBOW_20100316_150410.pdf; TINA DEBOW_20100316_151249.pdf; TINA DEBOW_ 20100316 151315.pdf; TINA DEBOW_20100316 151525.pdf; TINA DEBOW_20100316 151525. pdf it TINA TINA TINA TINA TINA TINA TINA J_20100316_14470V_20100316_14374V_20100316_15041V_20100316_15124V_20100316_15131V_20100316_15152V_20100316_15152. My signature on your letter, for your file. Also attached for your file are: 1. Fully executed copy of original Grant Deed 2. Fully executed counterparts of the License Agreement 3. Fully executed counterparts of the Assignment and Assumption Agreement 4. Seller's FIRPTA Affidavit and 593-C as completed by Seller 5. Copy of Buyer's incoming money wire transfer and our escrow trust account receipt dated 3/16/10. Please advise if you have any questions, documents for recording have been picked up by Chicago Title Company and are in route. I have fully executed estimated amended closing statements, also from Buyer and Seller, please advise if you would like a copy of these for your file, and I will send separately. Best regards, Tina DeBow Senior Advisory Escrow Officer North American Title Company 101 North Brand Boulevard, Suite 1800 Glendale, CA 91203 Main Number: 818-240-4912 Direct Dial: 818 551-5370 Fax: 818-551-5327 tdebow@nat.com http://www.nat.com -----Original Message ----- From: Tina DeBow Sent: Tuesday, March 16, 2010 3:47 PM To: Tina DeBow Subject: Scanned image from MX-M620N DEVICE NAME: Sharp MX-M620N DEVICE MODEL: MX-M620N LOCATION: Escrow FILE FORMAT: PDF-MMR(G4) 1 RESOLUTION: 300dpi x 300dpi Attached file is scanned image in PDF format. Use Acrobat(R)Reader4.0 or later version, or Adobe(R)Reader(TM) of Adobe Systems Incorporated to view the document. 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The sender, therefore, does not accept liability for any errors or omissions in the contents of this e-mail message or any attachments, which arise as a result of e-mail transmission. If verification is required, please request a hard -copy version. 2 LucE FoRwARD LUCE, HRINARD, HAIEILRIN S ]CIIIPPg U11 . North American Title Company Chicago Title Company March 15, 2010 Page 5 ACCEPTANCE; Escrow No. 981984 North American Title Company hereby accepts and agrees to comply with the foregoing instructions: NORT MF•RiCAN TT1.E MANY � its. Date: Order No. 910066327-X49 Chicago Title Company hereby accepts and agrees to comply with the foregoing instructions: C1-iJCAGO�!PANY �y ���� Its: Date:/��/�0 STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF TIIE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER PURSUANT TO SECTION 11932 R & T CODE. TO: Registrar Recorder County of: Los Angeles APN: por 6308-017-906; 6308-017-907 REQUEST IS HEREBY MADE IN ACCORDANCE WITH THE PROVISIONS OF THE DOCUMENTARY TRANSFER TAX ACT THAT THE AMOUNT OF TAX DUE NOT BE SHOWN ON THE ORIGINAL DOCUMENT WHICH NAMES: City of Vernon, a body corporate and politic (One Grantor or Lessor Noran Real Estate Holdings LLC (One Grantee or Lessee) , PROPERTY DESCRIBED IN THE ACCOMPANYING DOCUMENT IS LOCATED IN THE: xxx City of Vernon Unincorporated Area: THE AMOUNT OF TAX DUE ON THE ACCOMPANYING DOCUMENT IS: $15, 840.00 L. A. County 80 $15, 840.00 TOTAL ( a) Computed on Full Value of Property conveyed OR ( ) Computed on Fullvalue Less Liens and encumbrances remaining at the time of sale. SIGNAT DD"E )r OR AGENT: BY: �Y` _ t� Name typed: Tina DeBow, Sr. Escrow Officer North American Title Company 101 N. Brand Blvd., #1800 Glendale, CA 91203 Order No. 910066327-X49 Escrow No. 981984-TD AFTER PERMANENT RECORD IS MADE, THIS FORM WILL BE AFFIXED TO THE CONVEYING DOCUMENT AND RETURNED WITH IT. RECORDING REQUESTED BY North American Title Company AND WHEN RECORDED RETURN TO: Noran Real Estate Holdings, LLC Lloyd Associates 3301 Inglewood Blvd. Los Angeles, CA 90066 APN: por 6308-017-906; 6308-017-907 [SPACE ABOVE FOR RECORDER'S USE ONLY] IN ACCORDANCE WITH SECTION 11932 OF THE CA, REV. AND TAX CODE, GRANTOR HAS DECLARED THE AMOUNT OF TRANSFER TAX WINCH IS DUE BY A SEPARATE STATEMENT WHICH IS NOT BEING RECORDED WTTH THIS DEED. GRANT DEED THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS: The undersigned declares that this Grant Deed is exempt from Recording Fees pursuant to California Government Code Section 27383. FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the CITY OF VERNON, California charter city and municipal 'corporation, who acquired title as City of Vernon, a body corporate and politic ("Grantor") hereby grants to NOR.AN REAL ESTATE HOLDINGS, LLC, a California limited liability company ("Grantee"), certain real property located in the City of Vernon, County of Los Angeles, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by reference. SUBJECT TO: 1. General and special real property taxes and assessments and supplemental assessments for the current fiscal year; 2. All liens, encumbrances, easements, covenants, conditions and restrictions of record; and 3. All matters which would be revealed or disclosed in an accurate survey of the property. [Signatures Appear on Following Page] IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below. Dated: March 1�6 , 2010 11 zz- irl; am . CITY OF VERNON, California charter city and municipal corporation Name Hilario Gonzales Title: Mayor / 2 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On A ,mac before me, ��� row � G`�� , a notary public, personally appeared N, LA2ao a� 4 zn L,:,s who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ics), 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 han ;and offi 1 seal. V�T~BNANDON GRAY Commission #t 1857141 a -. Notary Public. California Notary Public Los Angeles County M comm. Ex Ires Jul 9. 2013 SEAL: Q Exhibit A to Grant Deed LEGAL DESCRIPTION OF THE PROPERTY THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 1 V 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 00 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 89° 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, .CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN. THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN 4 BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 89° 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST 34.83 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF FORTY (40), FEET ; THENCE SOUTHWESTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 90014'15" A DISTANCE OF 63.0 FEET TO A POINT OF TANGENCY ON THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 279.48 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 89' 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 890 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 0° 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3,110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 890 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "License") is dated for reference purposes as of March , 2010, and is entered into by and between NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company ("Licensor"), and CITY OF VERNON, a California charter city and municipal corporation ("Licensee"). RECITALS WHEREAS, Licensor is the owner of that certain real property located in the City of Vernon, County of Los Angeles, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"), and WHEREAS, Licensee wishes to access the Property for the purpose of temporarily placing and maintaining aboveground water piping and tubing (the "Equipment") on the Property; and WHEREAS, Licensor is willing to permit Licensee to temporarily access the Property for the above -described purposes upon the terms and conditions stated in this License. NOW, THEREFORE, in consideration of the covenants and agreements of the Licensor and Licensee herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Licensor and Licensee agree as follows: 1. LICENSE. Licensor hereby grants to Licensee and its employees and contractors a temporary, nonexclusive license for access and use of the Property upon and subject to the terms and conditions set forth herein. 2. TERM. The term of this License shall commence on April 1, 2010 and terminate on June 30, 2010. 3. USE. The Licensor hereby grants to the Licensee for the term of this License a nonexclusive right of access over and across that portion of the Property, identified in Exhibit B attached hereto and incorporated herein by this reference (the "License Area"), for the purpose of placing the Equipment on the Property and thereafter using, maintaining and removing the Equipment as described herein. Licensee shall not damage the Property and shall maintain the Equipment in good condition and repair, Licensee shall be solely responsible for providing all security necessary to protect the public from harm and to protect the Equipment from theft, damage, loss and vandalism, and the Licensor shall not under any circumstances be responsible for any damage, costs or losses incurred by Licensee with respect to the Equipment unless such damage, costs or losses are the direct result of a negligent or wrongful act by Licensor. 4. INDEMNIFICATION. Licensee shall indemnify, defend, protect and hold Licensor, and its officers, directors, agents, and representatives, harmless from and against all liens and encumbrances of any nature whatsoever against the Property which result from the exercise of Licensee's rights hereunder, and from any and all claims, causes of action, liabilities, costs and expenses (including reasonable attorneys' fees), losses or damages arising from 12720-0011\1212484v3.doe Licensee's use of the Property, any breach of this License by Licensee, or any act or failure to act by Licensee or Licensee's employees or contractors, except those arising from the actions of the Licensor, its officers,'directors, agents, or representatives. 5. SURRENDER. Upon the termination of this License, all right and interest of Licensee with respect to the Property created by this License shall terminate and Licensee shall promptly remove the Equipment from the Property and restore the License Area to its former condition. 6. INSURANCE. In the event Licensee maintains insurance covering any and all liability with respect to or arising out of the License, such insurance policies shall name Licensor as an additional insured. 7. "AS IS". Licensee shall use the License Area "AS IS", in its present state and condition, without representation or warranty by Licensor or its representatives as to any matter. Licensee is relying on its own inspection, investigations and analysis of the use, condition or suitability of the License Area and is not relying on any representations, warranties, statements, agreements or other information furnished.by Licensor or its representatives. 8. DEFAULT. In the event of a breach by Licensee of any of the terms of this License, all rights of Licensee hereunder shall cease and terminate, and in addition to all other rights Licensor may have at law or in equity, Licensor may remove the Equipment from the Property and deliver it to the Licensee; and Licensee shall promptly reimburse the Licensor for all expenses and costs it may incur in removing the Equipment and delivering it to the Licensee. 9. WAIVER. The waiver by Licensor of any breach of Licensee hereunder, . or the failure on the part of Licensor to enforce any right it may have hereunder, shall not constitute a waiver of any other or subsequent, similar, or different breaches, or a waiver of Licensor's power to enforce such rights. 10. ASSIGNMENT. This License is personal to Licensee. Licensee may not assign,. sell, transfer, encumber, pledge or otherwise hypothecate any part of this License or Licensee's interest herein to any entity without the prior written consent of Licensor, which consent may be withheld in Licensor's sole and absolute discretion. Any purported assignment by Licensee of this License without the prior written consent of Licensor shall be void ab initio and a basis for immediate termination of this License. In the event that Licensor shall provide its prior written consent to an assignment by Licensee, any such assignment shall not relieve Licensee of its obligations under this License. 11. ATTORNEYS' FEES. If any party named herein brings an action to enforce the terms hereof or to declare its rights hereunder, the prevailing party in any such action, on trial and appeal, shall be entitled to recover its costs and reasonable attorneys' fees. 12. NOTICE. All notices, consents, requests, demands, approvals, waivers, and other communications desired or required to be given hereunder (referred to collectively as "notices") shall be in writing and signed by the party so giving the notice, and shall be effectively given or 12720-0011\1212484v3.doc -2- served: (i) on the date of personal service upon the person to whom it is directed; or (ii) on the date the notice is received or rejected provided it is sent U.S. first class registered or certified mail, postage prepaid, return receipt requested; or (iii) on the date the notice is delivered by a nationally recognized courier service to the address of the person to whom it is directed provided it is sent postage prepaid to the address of the person to whom it is directed. The addresses of the parties are: To Licensee: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: City Manager Telephone: (323) 583-8811 Fax: (323) 826-1427 with a copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attention: Jim G. Grayson Telephone: (213) 626-8484 Fax: (213) 626-0078 To Licensor: Noran Real Estate Holdings, LLC 2503 East Vernon Avenue Los Angeles, California 90058 Attention: Don Friese / Lloyd Talbert Telephone: (323) 588-1281 Fax: (323) 584-5269 with a copy to: Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 San Diego, California 92101 Attn.: Karsten M. Solberg, Esq. Phone: (619) 233-2988 Fax: (619) 446-8256 Either party may, from time to time, change its address by giving written notice thereof in the manner outlined above. 13. GOVERNING LAW, This License shall be interpreted, enforced and governed by the laws of the State of California. 14. AMENDMENTS. No provisions of this License may be amended or modified except by an agreement in writing executed by both parties hereto. 15. SEVERABILITY. In the event that any one or more of the provisions contained in this License shall for any reason be held by a court of competent jurisdiction to be invalid, 12720-0011\1212484v3.doe -3- illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the remainder of the provisions of this License shall continue in full force and effect without impairment. 16. COUNTERPARTS, This License may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute.one and the same instrument. [Signatures Appear on Following Page] 12720-001 1\1212484v3.doo IN WITNESS WHEREOF, each of the parties has caused its authorized representative to execute duplicate original counterparts of this License. LICENSEE: CITY OF VERNON, California charter city and municipal corporation By: Z/✓ Name: Hilario.Gonzale`s Title: Mayor / -Meyer-Pra-Tee-P ATTEST O By: r Wil and Yama i lerk LISCENSOR: NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company By: The Noran Company, a California general partnership 12720-0011\1212484v3.doc -5- IN Donald E. Friese, its Managing Partner IN WITNESS WHEREOF, each of the parties has caused its authorized representative to execute duplicate original counterparts of this License, LICENSEE: ATTEST: By: Willard Yamaguchi, City Clerk CITY OF VERNON, California charter city and municipal corporation By: Name: Title: Mayor / Mayor Pro-Tem LISCENSOR: NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company 12720-0011\1212484v3.doc By: The Noran Company, a California general partnership -S- Donald E. Friese, its Managing Partner Exhibit "A" Legal Description of Property • A__�4m THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF'SAID LOT 5, SOUTH 89° 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 12720-0011\1212484v3,doc A-1 BEGINNING AT THE NORTHWEST CORNER OF SAID LOT l; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 890 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST, 171.91 FEET; THENCE PARALLEL' WITH THE NORTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST 34.83 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF FORTY (40) FEET; THENCE SOUTHWESTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 90.14' 15" A DISTANCE OF 63.0 FEET TO A POINT OF TANGENCY ON THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 279.48 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 89° 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 890 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 00'35' 15". WEST ALONG THE EASTERLY LINE OF LOT 3,110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 89° 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 0° 35' 15" WEST ALONG SAID PARALLEL LINE, 3 89. 00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE .SOUTH 89' 39' 00" WEST ALONG THE NORTH LINE OF -LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 12720-0011\1212484v3.doc A-2 m W Xi W i I 1 I I I i I I I I I I I i I I i ' I ge I I I � I I I m m Z s I f � 1 F WI W@ LAJIh I h• y, I !.9!' a I .1 o LLJLI I I I I I � I o I I MWOlY9Y Q I NGOi I ro I I I Z I I � I I � h I I � I I � I ' a I 12720-0011\1212484v3.doc Exhibit `B" Description of License Area N 97J9'7s•w _ •— — — '�" 5 1 I � I I I I I I Q 1 I w I I ® W I hc I� I N oau'!s• w N arSl'lY w N Wiwi. M S I N I I I I 3 I I � I I I • � e�' a. W I I � N I � p K ! s I :A Q I I I I ��k fl 8a W I N I qq 9V M1 1//VV.//y) ( I �¢ � I I U � I J I I I I & I I d I I I s! N Ltl'9Y'15• w B-1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into as of this day of March, 2010, by and between THE CITY OF VERNON, a California charter city andmunicipal corporation ("Assignor") and NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company ("Assignee"). FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, effective as of the Effective Date (as defined below), and in connection with the sale of that certain real property described in Exhibit A attached hereto (the "Property"), Assignor hereby assigns and transfers unto Assignee, all of Assignor's interest in any and all permits, maps, development rights, plans and specifications, entitlements, approvals, studies and reports, if any, which pertain to the Property and which by their terms or applicable law may be assigned and transferred by Assignor to Assignee without the requirement of consent of a third party (collectively, the "Entitlements"). The Entitlements do not include eight thousand six hundred thirty-four and twenty-eight hundredths (8,634.28) of the sewer discharge capacity units which are as of the date hereof allocated in part to the Property by the Los Angeles County Sanitation District, and which shall be retained by the Assignor: ASSIGNOR AND ASSIGNEE FURTHER HEREBY AGREE AND COVENANT AS FOLLOWS: 1. Effective as of the Effective Date, Assignee hereby accepts the foregoing assignment and assumes all of the Assignor's obligations arising from and after the Effective Date under the Entitlements. 2. In the event of any litigation between Assignor and Assignee arising out of this Assignment, the losing party shall pay the prevailing party's costs and expenses of such litigation, including, without limitation, reasonable attorneys' fees. 3. This Assignment shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns. 4. This Assignment shall be governed by and construed in accordance with the laws of the State of California. 5. This Assignment is delivered pursuant to that certain Purchase and Sale Agreement and Escrow Instructions [2200 55th Street and 2001 57th Street] dated as of December 21, 2009, as amended by that certain First Amendment to Purchase and Sale Agreement and Escrow Instructions [2200 55"' Street and 2001 57th Street] dated as of February 22, 2010 (as amended, the "Purchase Agreement") by and between Assignor and Assignee, as successor -in - interest by assignment from C.R. Laurence Co., Inc. 6. For purposes of this Assignment, the "Effective Date" shall be the date of the Close of Escrow (as defined in the Purchase Agreement). 12720-0011\1212930v1.doc .J 7. This Assignment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written. ASSIGNOR: CITY OF VERNON, a California charter city and municipal corporation By: Name: Title: Mayor / Mayor Pro-Tem ATTEST: By: Willard Yamaguchi, City Clerk ASSIGNEE: NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company By: The Noran Company, a California general partnership By: Donald E�Friese, anaging Partner 7. This Assignment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written. ASSIGNOR: CITY OF VERNON, a California charter city and municipal corporation By: �� �r�,�-�' /fit Name: H-I'lario Gonzales Title: Mayor / M-ayer-�- ATTEST - By: Wi lard YaxmnanVC6tlerk ASSIGNEE: NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company By: The Noran Company, a California general partnership By: Donald E. Friese, its Managing Partner EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, DESCRIBED AS FOLLOWS: PARCELI: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 890 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 00 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 89° 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN 3 12720-0011\1212930v1.doc BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 890 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 89° 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST 34.83 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF FORTY (40) FEET; THENCE SOUTHWESTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 90014' 15" A DISTANCE OF 63.0 FEET TO A POINT OF TANGENCY ON THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS,, 279.48 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 89' 39' 00" WEST 7.84 FEET TO THE WEST. LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 89° 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 0° 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3,110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 89' 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. SELLER'S CERTIFICATION UNDER FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA") (26 U.S.C. 1445) File No: 91401-981984-09 March 10, 2010 THIS SECTION FOR INDIVIDUAL TRANSFEROR: Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real property interest must withhold tax If the transferor (seller) Is a foreign person. To Inform the transferee (buyer) that withholding of tax is not required upon my disposition of a U.S, real property Interest, I, , hereby certify the following: 1. I am not a nonresident alien for purposes of U.S. income taxation; 2. My U.S. taxpayer identification number (Social Security Number) is ; 3. My home address is I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement I have made here could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete. Date Signature Typed or Printed Name THIS SECTION FOR ENTITY TRANSFERORS Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor Is a foreign person. For U.S. tax purposes (Including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity, To Inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property Interest by City of Vernon [name of transferor] ("Transferor"), the undersigned hereby certifies the following on behalf of Transferor: 1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii); 3. Transferor's U.S. employer identification number is 95-6000808 4. Transferor's office address is 4305 Santa Fe Avenue ; Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it Is true, correct, and complete, and I further are that I have aut ity to sign this document on behalf of Transferor. March 10, 2010 Date Signature Willard G. Yamaguchi Typed or Printed Name U.S_Callfornla _FIRPTA Seller Affidavit-Open/Draw_Rev.(7/12/04) Page 1 of 1 Pages YEAR CALIFORNIA FORM 2010 Real Estate Withholding Certificate 593-C Part I — Seller's Information Return this form to your escrow company. Name SSN or ITIN ON of Vernon 95-60008 8 Spouse's/RDP's Name (if jointly owned) Spouse's/RDP's SSN or ITIN (if jointly owned) Address (suite, room, PO Box, or PMB no.) ❑ FEIN ❑ CA Corp no. 4305 Santa Fe Avenue City State ICA Zip Code O wnership Percentage Vernon 90058 1 % Property address (if no street address, provide parcel number and county) 2200 55th St. & 2001 57th St. Vernon CA 90058 To determine whether you qualityfora full or partial withholding exemption, check all boxes that apply to the property being sold or transferred. (See line -by-line notes In the instructions) Part II — Certifications which fully exempt the sale from withholding: 1. ❑ The property qualifies as the seller's (or decedent's, if sold by the decedent's estate) principal residence within the meaning of Internal Revenue Code (IRC) Section 121. 2. ❑ The seller (or decedent, If being sold by the decedents estate) last used the property as the seller's (decedents) principal residence within the meaning of IRC Section 121 without regard to the two-year time period. 3. ❑ The seller has a loss or zero gain for California income tax purposes on this sale. To check this box you must complete Form 593-E, Real Estate Withholding-Computatlon of Estimated Gain or Loss, and have a loss or zero gain on line 16. 4. ❑ The property is being compulsorily or involuntary converted and the seller Intends to acquire property that Is similar or related in service or use to qualify for nonrecognition of gain for California Income tax purposes under IRC Section 1033. S. ❑ The transfer qualifies for nonrecognition treatment under IRC Section 351(transfer to a corporation controlled by the transferor) or IRC Section 721 (contribution to a partnership in exchange for a partnership interest). 6. ❑ The seller is a corporation (or a limited liability company (LLC) classified as a corporation for federal and California Income tax purposes) that Is either qualified through the California Secretary of State or has a permanent place of business in California. 7. [] The seller is a California partnership, or qualified to do business in California (or an LLC that is classified as a partnership for federal and California Income tax purposes and is not a single member (LLC) that is not disregarded for federal and California Income tax purposes. If this box Is checked, the partnership or LLC must still withhold on nonresident partners or members. 8. ® The seller is a tax-exempt entity under California or federal law. 9. ❑ The seller Is an Insurance company, Individual retirement account, qualified pension/profit sharing plan, or charitable remainder trust. Part III — Certifications that may partially or fully exempt the sale from withholding: Real Estate Escrow Person (REEP): See instructions for amounts to withhold. 10. ❑ The transfer qualifies as a simultaneous like-klnd exchange within the meaning of IRC Section 1031. 11. F] The transfer qualifies as a deferred like -kind exchange within the meaning of IRC Section 1031. 12. ❑ The transfer of this property Is an installment sale where the buyer is required to withhold on the principal portion of each installment payment. Copies of Form 593-I, Real Estate Withholding Sale Acknowledgement, and the promissory note are attached. Parr iv beuer"s Under penalties of perjury, I hereby certify that the Information provided above is, to the best of my knowledge, true and correct. If conditions change, I will promptly inform the withholding agent. I understand that the Franchise Tax Board may review relevant escrow documents to ensure withholding compliance and that completing this form does not exempt me from filing a California Income or franchise a3rr fn't �report�sale. Seller's Name and Title City of Vernon Seller's Sign to a �. Date Donal O'Callagh n, City Adiinistrat Spouse's/RDP's Name Spouse's/RDP's Signature Date Please verify that the SSN or ITIN listed above in Part I of this form is correct. Seller: If you checked any box in Part II , you are exempt from real estate withholding. If you checked any box in Part III, you may qualify for a partial or complete withholding exemption. If you did not check any box in Part II or Part III, the withholding will be 3 1/3% (0.333) of the total sales price or the optional gain on sale withholding amount certified by seller on Form 593, Real Estate Withholding Tax Statement. If you are withheld upon, the withholding agent should give you one copy of Form 593. Attach a copy to the lower front of your California Income tax return and make a copy for your records. Keep Form 593-C for five years following the close of the transaction. You must furnish the form to the FTB upon request. For Privacy Notice, get form FTB 1131. —1 7131103 I — Form 593-C C2 2010 ®NORTH North American Title Company TIMLE ICAN 101 North Brand Blvd., Suite 1800 Glendale, CA 91203 'COMPANY Like Clockworkm PR: NATNCA Ofc: 1401 DATE 03/16/2010 RECEIPT NO.: 151762 RECEIPT FOR DEPOSIT FILE NO.: 91401-981984-09 FUNDS IN THE AMOUNT OF: $14,211,380.00 WERE RECEIVED FROM: Noran Real Estate Holdings, LLC CREDITED TO THE ACCOUNT OF: Buyer TYPE OF DEPOSIT: Wire REPRESENTING: Funds For Closing Comments: Property Location: 2200 55th St. & 2001 57th St., Vernon, CA 90058 BY: Tina DeBow, 03/16/20?Deow ESCROW OFFICER: Tin "The validity of this receipt, for the deposit referenced, is subject to clearance by the depository financial institution and credit to our account." Customer Copy II�NORTH North American Title Company AMERICAN TITLE 101 North Brand Blvd., Suite 1800 Glendale, CA 91203 COMPANY Like C/cckwcrkm PR: NATNCA Ofc: 1401 DATE: 03/16/2010 RECEIPT NO.: 151762 RECEIPT FOR DEPOSIT FILE NO.: 91401-981984-09 FUNDS IN THE AMOUNT OF: $14,211,380.00 WERE RECEIVED FROM: Noran Real Estate Holdings, LLC CREDITED TO THE ACCOUNT OF: Buyer TYPE OF DEPOSIT: Wire REPRESENTING: Funds For Closing Comments: Property Location: 2200 55th St. & 2001 57th St., Vernon, CA 90058 BY: Tina DeBow, 03/16/20?Deow ESCROW OFFICER: Tin "The validity of this receipt, for the deposit referenced, is subject to clearance by the depository financial institution and credit to our account." Customer Copy Comerica Treasury Management Connect Web (SM) Page 1 of 1 Welcome Intra-day Transaction Detail Balance Reporting Intra-day Account List I Account Detail I Help Check Services Check Inquiries CAF30217A45077F8 - 0000001892091172 Account: Stop Payments North American Glendale 914-01 Status and Reports As of Date: 03/16/2010 Administration Transaction Type: Incoming Money Transfer Change Password Currency: USD Help Amount 1.4,211,380.00 Reference One: 100316006752 Exit Reference Two: 019093 Image Services Additional Information . Immediate Funds Sending Bank: 121000248 WELLS FARGO SF - Sending Bank Reference: 2010031600061610 - Receiving Bank: 121137522 COMERICA SCO VLY - Beneficiary Bank: COMERICA BANK, SAN JOSE, CA - Beneficiary: ACCT- 1892091172 , NORTH AMERICAN TITLE COMPANY, 101 N. BRAND BLVD., SUITE 1800, GLENDALE,CA , 91203 - Reference for Beneficiary: 0000051.79 - Originator: ACCT-***********0956, C R LAURENCE COMPANY, 2503 EAST VERNON, LOS ANGELES , CA 90058 - Originator to Beneficiary Info: 91401-981984-09, PROPERTY: SMURFIT SITE, VERNON, CA - Amount: $14,211,380.00 - Acceptance Timestamp: 03/16/2010 15:35 - OMAD Fields: 20100316L1LF994C00159703161535FT01 - IMAD: 2010031611B703IR019093 - Charges: S Back Top of Paae I Help For assislancu. click here Comerlca TreasuryManogemenr Connect Web (SM) Version 4.2 https://www8.comerica.comlnvITMConnectWeb/cgi-binlbrtrandetl. egi?bankA BANumber... 3 / 16/2010 Date: 03/22/2010 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Mr. Donal O'Callaghan 101 North Brand Blvd., Suite 1800 Glendale, CA 91203 Phone: (818)240-4912 Fax: (818)551-5361 Escrow No.: 91401-981984-09 Property: 2200 55th St. & 2001 57th St. Vernon, CA 90058 We are pleased to inform you that the above referenced escrow was closed on 03/17/2010 and we enclose the following for your records: Our Check Our Wire in the amount of $2,754,279.91 representing your proceeds. Final HUD-1/Closing Statement. Fully executed copy of Assignment & Assumption Agreement Fully executed copy of Assignment & Assumption of Purchase & Sale Agreement Fully executed copy of License Agreement Conformed copies of Grant Deed and 5 Certificates of Compliance Any documents to which you are entitled will be forwarded to you directly from the appropriate governing party. Thank you for the opportunity to handle this escrow. We look forward to working with you again. North American Title Company Tina DeBow Escrow Officer tdebow@nat.com sm [ ORTH AMERICAN TITLE +Ct7M PANY & Me ClocRwarkO North American Title Company 101 North Brand Blvd., Suite 1800 • Glendale, CA 91203 Seller's Final Settlement Statement Property: 2200 55th St. & 2001 57th St., Vernon, CA 90058 Buyer: Noran Real Estate Holdings, LLC Address: 2503 East Vernon Avenue, Vernon, CA 90058 Seller: City of Vernon Address: 4305 Santa Fe Avenue, Vernon, CA 90058 File No: 91401-981984-09 Officer: Tina DeBow/td New Loan No: Settlement Date: Disbursement Date: 03/17/2010 Print Dater 3/17/2010, 12:41 PM I ' ' dg ii' „ gVi iu,,i u q ilia Consideration: Total Consideration 14,400,000.00 Commission: Commission Paid at Settlement to Cushman & Wakefield of California, Inc. 576,000.00 Payoff Loans : Lender: East West Bank Principal Balance - East West Bank 10,972,000.00 Default Interest 03/08/10 to 03/17/10 $1523.890000/da - East West Bank 13,715.01 Interest 02/01/10 to 03/17/10 @$1219.110000/day - East West Bank 53,640.89 Statement/Forwarding Fee - East West Bank 30.00 Reconveyance Fee - East West Bank 45.00 Fax Fee - East West Bank 10.00 Recording Fee - East West Bank 9.00 UCC Termination - East West Bank 20.00 Title/Escrow Charges to: Documentary Transfer Tax to Chicago Title Company 15,840.00 Recording Grant Deed to Chicago Title Company 27.00 Owner's Policy to Chicago Title Company 10,800.00 Sub -Escrow Fee to Chicago Title Company 125.00 Overnight/Courier Fee to Chicago Title Company 14.69 Escrow Fee - North American Title Company 3,240.00 Domestic Wire Fee - North American Title Company 50.00 Courier/Overnight Fee - North American Title Company 20.00 Disbursements Paid: natural hazard disclosure reports to JCP-LGS Reports Natural Hazard Disclosures 133.50 Cash (X To) ( From) Seller 2,754,279.91 Totals 14,400,000.00 14,400,000.00 Page 1 of 1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into as of this J I day of March, 2010, by and between THE CITY OF VERNON, a California charter city and municipal corporation ("Assignor") and NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company ("Assignee"). FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, effective as of the Effective Date (as defined below), and in connection with the sale of that certain real property described in Exhibit A attached hereto (the "Property"), Assignor hereby assigns and transfers unto Assignee, all of Assignor's interest in any and all permits, maps, development rights, plans and specifications, entitlements, approvals, studies and reports, if any, which pertain to the Property and which by their terms or applicable law may be assigned and transferred by Assignor to Assignee without the requirement of consent of a third party (collectively, the "Entitlements"). The Entitlements do not include eight thousand six hundred thirty-four and twenty-eight hundredths (8,634.28) of the sewer discharge capacity units which are as of the date hereof allocated in part to the Property by the Los Angeles County Sanitation District, and which shall be retained by the Assignor: ASSIGNOR AND ASSIGNEE FURTHER HEREBY AGREE AND COVENANT AS FOLLOWS: 1. Effective as of the Effective Date, Assignee hereby accepts the foregoing assignment and assumes all of the Assignor's obligations arising from and after the Effective Date under the Entitlements. 2. In the event of any litigation between Assignor and Assignee arising out of this Assignment, the losing party shall pay the prevailing party's costs and expenses of such litigation, including, without limitation, reasonable attorneys' fees. 3. This Assignment shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns. 4. This Assignment shall be governed by and construed in accordance with the laws of the State of California. 5. This Assignment is delivered pursuant to that certain Purchase and Sale Agreement and Escrow Instructions [2200 55th Street and 2001 57th Street] dated as of December 21, 2009, as amended by that certain First Amendment to Purchase and Sale Agreement and Escrow Instructions [2200 55' Street and 2001 57th Street] dated as of February 22, 2010 (as amended, the "Purchase Agreement") by and between Assignor and Assignee, as successor -in - interest by assignment from C.R. Laurence Co., Inc. 6. For purposes of this Assignment, the "Effective Date" shall be the date of the Close of Escrow (as defined in the Purchase Agreement). 12720-0011\1212930v1.doc 7. This Assignment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written. ASSIGNOR: CITY OF VERNON, a California charter city and municipal corporation By: �✓ Name: Hilario Gonz les Title: Mayor / M _ arM ne T@R ATTEST: By: Wil and Yztniag& Ci y lerk ASSIGNEE: NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company By: The Noran Company, a California general partnership By: Donald E. Friese, its Managing Partner 7. This Assignment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written. ASSIGNOR: CITY OF VERNON, a California charter city and municipal corporation ATTEST: 0.0 Willard Yamaguchi, City Clerk ASSIGNEE: Bv: Name: Title: Mayor / Mayor Pro-Tem NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company By: The Noran Company, a California general partnership By: Donald E. Friese, i s �Manag�ing Partner EXHIBIT A EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 1 V 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 00 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 890 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 ,FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN 3 12720-0011\1212930v1.aoc BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 890 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 89° 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST 34.83 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF FORTY (40) FEET ; THENCE SOUTHWESTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 90014' 15" A DISTANCE OF 63.0 FEET TO A POINT OF TANGENCY ON THE EASTERLY PROLONGATION OF THE SOUTHERLY_ LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 279.48 FEET; THENCE NORTH 00 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 89' 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 890 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 0° 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3,110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 89° 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 0° 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 890 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. Via UPS Next Day Letter March 5, 2010 Ms. Tina Debow Senior Advisory Escrow Officer North American Title Company 101 N. Brand Bl, Suite 1800 Glendale, CA 91203 Re: 2200 55t1' St Assignment of Purchase Agreement Dear Tina - C.R. Laurence Co., Inc. Glazing, Architectural, Construction, Industrial, and Automotive Supplies web site: crlaurence.com 2503 E. Vernon Avenue Los Angeles, California 90058-1897 Enclosed please find the executed document referenced above. Please let me know if you have any questions. Sincerely, Lloyd W. Talbert. President i Phone (323) 588-1281 Fax (323) 581-6522 ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS [2200 55TH STREET AND 2001 57TH STREET] THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS [2200 55th Street and 2001 57th Street] ("Assignment Agreement"), dated for reference purposes as of March 4, 2010, is made by and between C.R. Laurence Co., Inc., a California corporation ("Assignor") and Noran Real Estate Holdings, LLC, a California limited liability company ("Assignee") with reference to the following facts. RECITALS A. Assignor and City of Vernon, California charter city and municipal corporation ("City") entered into that certain Purchase and Sale Agreement and Escrow Instructions [2200 55th Street and 2001 57th Street], dated as of December 21, 2009, as amended by that certain First Amendment to Purchase and Sale Agreement and Escrow Instructions [2200 55th Street and 2001 57th Street], dated as of February 22, 2010 (collectively, the "Purchase Agreement"), pursuant to which City agreed to convey to Assignor certain real property located in the City of Vernon, State of California, as more particularly described in the Purchase Agreement (the "Property„) B. Assignor desires to assign its rights and obligations under the Purchase Agreement to Assignee and Assignee desires to assume such rights and obligations of Assignor under the Purchase Agreement on the terms and conditions set forth below in accordance with the Purchase Agreement. NOW, THEREFORE,, in consideration of the covenants contained herein, the promises set forth above and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below. 1. Assignment and Assumption. In consideration of the covenants contained herein, Assignor hereby assigns to Assignee all of its right, title, obligations, liabilities and interest under the Purchase Agreement and in and to the Property, and Assignee hereby assumes all such right, title, obligations, liabilities and interest of Assignor under the Purchase Agreement and in and to the Property. Assignee hereby restates and ratifies as of the date of this Amendment and for the benefit of the City (i) the representations and warranties of Assignor as set forth in Section 11 of the Purchase Agreement, and (ii) the terms, provisions and release set forth in Section 19 of the Purchase Agreement. In connection therewith, Assignee hereby waives the benefits of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM 101218959.2 CR Laurence / Noran Real Estate Holdings Assignment of Purchase Agreement 27458-00058 OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DE TOR." ASSIGNEE'S INITIALS 2. Successors and Assigns. Each and all of the covenants and conditions of this Assignment Agreement shall inure to the benefit of and shall be binding upon the successors -in - interest, assigns, and representatives of the parties hereto. 3. No Release of Assignor. Assignee's assumption of the assigned rights and obligations shall not release Assignor of any liabilities or obligations under the Purchase Agreement. 4. Miscellaneous. Assignor and Assignee each hereby represents and warrants that it has full right, power and authority to enter into this Assignment Agreement and that the person executing this Assignment Agreement on behalf of Assignor and Assignee, respectively, is duly authorized to do so. This Assignment Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument. This Assignment Agreement may be executed by facsimile transmission. IN WITNESS WHEREOF, this Assignment Agreement has been made and executed as of the date first above written. ASSIGNOR: C.R. LAURENCE CO., INC., a California corporation By: 4& Name: 4-Lp e J Title: IOS�T 101218959.2 . 2 CR Laurence / Noran Real Estate Holdings Assignment of Purchase Agreement 27458-00058 ASSIGNEE: NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company B Name: ,��rv•.�D F �,cicst Title: ✓�l nrey�rz,,.� vt'�4N-.�cra LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "License") is dated for reference purposes as of March a, 2010, and is entered into by and between NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company ("Licensor"), and CITY OF VERNON, a California charter city and municipal corporation ("Licensee"). RECITALS WHEREAS, Licensor is the owner of that certain real property located in the City of Vernon, County of Los Angeles, State of California, and more particularly described in. Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"), and WHEREAS, Licensee wishes to access the Property for the purpose of temporarily placing and maintaining aboveground water piping and tubing (the "Equipment") on the Property; and WHEREAS, Licensor is willing to permit Licensee to temporarily access the Property for the above -described purposes upon the terms and conditions stated in this License. NOW, THEREFORE, in consideration of the covenants and agreements of the Licensor and Licensee herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Licensor and Licensee agree as follows: 1. LICENSE. Licensor hereby grants to Licensee and its employees and contractors a temporary, nonexclusive license for access and use of the Property upon and subject to the terms and conditions set forth herein. 2. TERM. The term of this License shall commence on April 1, 2010 and terminate on June 30, 2010. 3. USE. The Licensor hereby grants to the Licensee for the term of this License a nonexclusive right of access over and across that portion of the Property, identified in Exhibit B attached hereto and incorporated herein by this reference (the "License Area"), for the purpose of placing the Equipment on the Property and thereafter using, maintaining and removing the Equipment as described herein. Licensee shall not damage the Property and shall maintain the Equipment in good condition and repair. Licensee shall be solely responsible for providing all security necessary to protect the public from harm and to protect the Equipment from theft, damage, loss and vandalism, and the Licensor shall not under any circumstances be responsible for any damage, costs or losses incurred by Licensee with respect to the Equipment unless such damage, costs or losses are the direct result of a negligent or wrongful act by Licensor. 4. INDEMNIFICATION. Licensee shall indemnify, defend, protect and hold Licensor, and its officers, directors, agents, and representatives, harmless from and against all liens and encumbrances of any nature whatsoever against the Property which result from the exercise of Licensee's rights hereunder, and from any and all claims, causes of action, liabilities, costs and expenses (including reasonable attorneys' fees), losses or damages arising from 12720-001 1\1 212484v3.doc Licensee's use of the Property, any breach of this License by Licensee, or any act or failure to act by Licensee or Licensee's employees or contractors, except those arising from the actions of the Licensor, its officers, directors, agents, or representatives. 5. SURRENDER. Upon the termination.of this License, all right and interest of Licensee with respect to the Property created by this License shall terminate and Licensee shall promptly remove the Equipment from the Property and restore the License Area to its former condition. 6. INSURANCE. In the event Licensee maintains insurance covering any and all liability with respect to or arising out of the License, such insurance policies shall name Licensor as an additional insured. 7. "AS IS". Licensee shall use the License Area "AS IS", in its present state and condition, without representation or warranty by Licensor or its representatives as to any matter. Licensee is relying on its own inspection, investigations and analysis of the use, condition or suitability of the License Area and is not relying on any representations, warranties, statements, agreements or other information furnished by Licensor or its representatives. 8.. DEFAULT. In the event of a breach by Licensee of any of the terms of this License, all rights of Licensee hereunder shall cease and terminate, and in addition to all other rights Licensor may have at law or in equity, Licensor may remove the Equipment from the Property and deliver it to the Licensee; and Licensee shall promptly reimburse the Licensor for all expenses and costs it may incur in removing the Equipment and delivering it to the Licensee. 9. WAIVER. The waiver by Licensor of any breach of Licensee hereunder, or the failure on the part of Licensor to enforce any right it may have hereunder, shall not constitute a waiver of any other or subsequent, similar, or different breaches, or a waiver of Licensor's power to enforce such rights. 10. ASSIGNMENT. This License is personal to Licensee. Licensee may not assign, sell, transfer, encumber, pledge or otherwise hypothecate any part of this License or Licensee's interest herein to any entity without the prior written consent of Licensor, which consent may be withheld in Licensor's sole and absolute discretion. Any purported assignment by Licensee of this License without the prior written consent of Licensor shall be void ab initio and a basis for immediate termination of this License. In the event that Licensor shall provide its prior written consent to an assignment by Licensee, any such assignment shall not relieve Licensee of its obligations undenthis License. 11. ATTORNEYS' FEES. If any parry named herein brings an action to enforce the terms hereof or to declare its rights hereunder, the prevailing party in any such action, on trial and appeal, shall be entitled to recover its costs and reasonable attorneys' fees. 12. NOTICE. All notices, consents, requests, demands, approvals, waivers, and other communications desired or required to be given hereunder (referred to collectively as "notices") shall be in writing and signed by the party so giving the notice, and shall be effectively 12720-0011\1212484v3.doc -2- given or served: (i) on the date of personal service upon the person to whom it is directed; or (ii) on the date the notice is received or rejected provided it is sent U.S. first class registered or certified mail, postage prepaid, return receipt requested; or (iii) on the date the notice is delivered by a nationally recognized courier service to the address of the person to whom it is directed provided it is sent postage prepaid to the address of the person to whom it is directed. The addresses of the parties are: To Licensee: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: City Manager Telephone: (323) 583-8811 Fax: (323)826-1427 with a copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attention: Jim G. Grayson Telephone: (213) 626-8484 Fax: (213)626-0078 To Licensor: Noran Real Estate Holdings, LLC 2503 East Vernon Avenue Los Angeles, California 90058 Attention: Don Friese / Lloyd Talbert Telephone: (323) 588-1281 Fax: (323) 584-5269 with a copy to: Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 San Diego, California 92101 Attn.: Kirsten M. Solberg, Esq. Phone: (619) 233-2988 Fax: (619)446-8256 Either party may, from time to time, change its address by giving written notice thereof in the manner outlined above. 13. GOVERNING LAW. This License shall be interpreted, enforced and governed by the laws of the State of California. 14. AMENDMENTS. No provisions of this License may be amended or modified except by an agreement in writing executed by both parties hereto. 15. SEVERABILITY. In the event that any one or more of the provisions contained in this License shall for any reason be held by a court of competent jurisdiction to be invalid, 12720-0011\1212484v3.doc -3- illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and. the remainder of the provisions of this License shall continue in full force and effect without impairment. 16. COUNTERPARTS. This License may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. 12720-0011\12124840.doc [Signatures Appear on Following Page] M IN WITNESS WHEREOF, each of the parties has caused its authorized representative to execute duplicate original counterparts of this License. LICENSEE: CITY OF VERNON, California charter city and municipal corporation By:�/, Name: H-ilario Gonzales Title: Mayor / Aaer-Arm ATTEST By: ' Willard Yamagu it Jerk LISCENSOR: NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company 12720-0011\1212484v3.doc By: The Noran Company, a California general partnership Donald E. Friese, its Managing Partner -5- \ IN WITNESS WHEREOF, each of the parties has caused its authorized representative to execute duplicate original counterparts of this License. LICENSEE: ATTEST: By: Willard Yamaguchi, City Clerk CITY OF VERNON, California charter city and municipal corporation By: Name: Title: Mayor / Mayor Pro-Tem LISCENSOR: NO.RAN REAL ESTATE HOLDINGS, LLC, a California limited liability company By: The Noran Company, a California general partnership 12720-001 1\12124 84 1doc Donald E. Friese,�its Managing Partner -5- EXHIBIT A Exhibit "A" Legal Description of Property PARCELI: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 890 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS 12720-0011\1212484v3.doc A-1 BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 89°39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 89" 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST 34.83 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF FORTY (40) FEET; THENCE SOUTHWESTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 90014' 15" A DISTANCE OF 63.0 FEET TO A POINT OF TANGENCY ON THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 279.48 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 890 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 89° 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 00 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3,110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 89° 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 0° 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 89' 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 12720-0011\1212484v3.doc A-2 EXHIBTT B Exhibit "B" Description of License Area IV wou'l.5, w �.Oo' :7 ..... ..... a L"n z LIJ d Cd LLJ II LO Of < 4R0z I. c6 w o 12720-001 1\1212484v3.doc B-1 DID RECORDING REQUESTED BY CHICAGO TITLE COMPANY AND WHEN RECORDED RETURN TO: Noran Real Estate Holdings, LLC Lloyd Associates 3301 Inglewood Blvd. Los Angeles, CA 90066 APN: por 6308-017-906;6308-017-907 [ate ' 1�]0il haski„t �i emu! CIE t0 -P1:_..�liig, PLEASE CONFORM ATTACHED COPY AID RETURN TO DAVE BALASSI. 700 S. FLOWER, SUITE 800 [SPACE ABOVE FOR RECORDER'S USE ONLY] IN ACCORDANCE WITH SECTION 11932 OF THE CA. REV. AND TAX CODE; GRANTOR HAS DECLARED THE AMOUNT OF TRANSFER TAX WHICH IS DUE BY A SEPARATE STATEMENT WHICH IS NOT BEING RECORDED WITH THIS DEED. GRANT DEED THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS: The undersigned declares that this Grant Deed is exempt from Recording Fees pursuant to California Government Code Section 27383, FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the CITY OF VERNON, California charter city and municipal corporation, who acquired title as City of Vernon, a body corporate and politic ("Grantor") hereby grants to NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company ("Grantee"), certain real property located in the City of Vernon, County of Los Angeles, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by reference. SUBJECT TO 1. General and special real property taxes and assessments and supplemental assessments for the current fiscal year; 2. All liens, encumbrances, easements, covenants, conditions and restrictions of record; and 3. All matters which would be revealed or disclosed in an accurate survey of the property. [Signatures Appear on Following Page] IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below. Dated: March / rr.' , 2010 AT`EST: - Wi and Yamaguc i; tyCyk C_ CITY OF VERNON, California charter city and municipal corporation Name. Hilario Gonza es Title: Mayor / 1vf ayor- Pro -T-sPA2 2 STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On d1 f*vzc H 16 0 c i v , before me, t� Z,�;� .., �, �xz.�� , a. notary public, personally appeared 01�A - o � Z� who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hanyand off seal. Notary Public SEAL: 3 11 BRAUMN GRAY Commission # 1857141 i Notary Public - California Los Angeles County My Comm. Expires Jul 9 2t113 Exhibit A to Grant Deed LEGAL DESCRIPTION OF THE PROPERTY THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCELI: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 89° 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 2: THE SOUTHERLY 119 FEET OF SAID LOT 3. OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN 0 BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 890 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH THE NORTH LINE OF LOT 1, NORTH 89" 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST 34.83 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF FORTY (40) FEET ; THENCE SOUTHWESTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 90014' 15" A DISTANCE OF 63.0 FEET TO A POINT OF TANGENCY ON THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 279.48 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 89' 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3; THENCE SOUTH 00 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 890 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 0° 35' 15" WEST ALONG THE EASTERLY LINE OF LOT 3, 110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 890 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT 1; THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 89' 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. 5 i COUNTY OF LOS ANGELES • OFFICE OF THE ASSESSOR 6go6��- 500 WEST TEMPLE STREET • LOS ANGELES. CA90012-2770 Telephone: 213.974.3211 • Email: assessoMco.la.cs.us • webslte: lecountyassessorcom Si desaa ayuda en'Esparol, flame al nGmero 213.974.3211 n CK AUERBACH -ASSESSOR -. - - PRELIMINARY CHANGE OF OWNERSHIP REPORT jTo be completed by transferee (buyer) prior to transfer of sub)eet Pproperty in accordance with section 480.3 of the Revenue and 'axellon Code.) A Preliminary Chenge of Ownership Report must be flied with each conveyance In the County Recorder's office irr 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 :7ELLER!TFANSFEROR: ZC i+ro OF, BUYER/TRANSFEREE: Nf fuv\ Reci l � e A e 4C Ict ;n5 t,, C LC ASSESSOR'S PARCEL NUMBER(S) (0 3CS •- e 17 - y 0', ; (hCi - 011'- `1 a` l PROPERTY ADDRESS OR LOCATION:: Zr t; 5 4` 9*-reek tl' 7-0 , 5"1r- c;v, _ �Ornor try I':9AIL TAX INFORMATION T0: Name LI cycl Q Ss1pwG Pi �t v� �� '�+tielos (A 90Dbb Address 3>C i i�5 Phone Number (8 a.m.-5 p.m.) (sIa) 3i3 '3`7$5 NDTICE: A lien for property taxes applies to your property on January 1 of each year for the taxes owing in the following fiscal year, July 1 through June 30, One-half of these taxes Is due November 1, and one-half is due February 1. The first installment becomes delinquent on December 10, and the second installment becomes delinquent on April 10. one tax big is mailed before November 1 to the owner of record. You may be responsible for the current or upcoming property taxes even if you do not receive the tax bill. ' FOR RECORDER'S USE ONLY DOCUMENT NUMBER RECORDING DATE 'i ae property which you acquired may be sub)ect to a supplemental assessment In an amount to be determined by the Los, Angeles County Assessor. For further information on your supplemental roll obligation, please call the Los Angeles County Assessor at (213) 974-3211. PART I: TRANSFER INFORMATION (please answer all questions) VES ]. 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? i] (� D. Is this transaction recorded only as a requirement for financing purposes or to create, terminate, or re convey a security Interest (e.g., cosigner)? Please explain ❑ E. is this document recorded to substitute a trustee of a 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? G. Does this transfer return property to the person who created the joint tenancy (original transferor)? H. Is this a transfer of property: 1. to a revocable trust that may be revoked by the transferor and Is for the benefit of the ❑ transferor ❑ transferor's spouse? 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? S. to an irrevocable trust for the benefit of the ❑ Creator/Grantor and/or ❑ Grantor's spouse? 4. to an irrevocable trust from which the property reverts to the Creator/Grantor within 12 years? ❑ jjj��� I. If this property is subject to a )ease, Is the remaining lease term 35 years or more including written options? ❑ *J. Is this a transfer between ❑ parent(s) and chlld(ren)? ❑ or from grandparent(s) to grandchild(ren)? ❑ *K. Is this transaction to replace a principal residence by a person 55 years of age or older? Within the same county? ❑ Yes ❑ No ❑ *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? ❑ Yes )J No ❑ lA M. Is this transfer solely between domestic partners currently registered with the California Secretary of State? 'If you checked yes to J, 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 will 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 Cade for any reason other then 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 bottom of second page. A. Date of transfer if other than recording date A(/ 3. Type of transfer (please check appropriate box): IS Purchase ❑ Foreclosure [I Gift ❑ Trade or Exchange ❑ Merger, Stock, or Partnership Acquisition ❑ Contract of Sale - Date of Contract A//A — ❑ Inheritance - Date of Death N/At ElOther (please explain): ❑ Creation of Lease ❑ Assignment of a Lease ❑ Termination of a Lease ❑Sale/Leaseback ❑ Date lease began NIA ❑ Original term In years (including written options) ❑ Remaining term In years (including written options) /A Monthly Payment /�,/ /A Remaining Term nJ A C. Was only a partial interest in the property transferred? ❑ Yes IN No If yes, Indicate the percentage transferred lyiAt %. BOE-502-A (FRONT) REV. 8 (10.05) ASSR-70 (Rev. 05105) I'lease write Assessor's Parcel Numb.er(s): 6 09 Q 1-1- c1 % � 4,30 00 - `C 2 Please answer, to the best of your knowledge, all applicable questions, then sign and date. If a question does not apply, indicate with "N/A." PART ill: PURCHASE PRICE AND TERMS OF SALE A. CASH DOWN PAYMENT OR value of trade or exchange (excluding closing costs) Amount 0'w B. FIRST DEED OF TRUST 0 % interest for years. Pymts./Mo. = $ (Prin. & Int. only) Amount $ ❑ FHA( Discount Points) ❑ Fixed rate —❑ New loan ❑ Conventional ❑ Variable rate ❑ Assumed existing loan balance ❑ VA (_Discount Points) ❑ All Inclusive D.T. ($ Wrapped) ❑ Bank or savings & loan ❑ Cai-Vat ❑ Loan carried by seller ❑ Finance company Balloon payment ❑ Yes ❑ No Due Date Amount $ G. SECOND DEED OF TRUST 0 % interest for years, Pymts./MO. = $ (Prin. & Int. only) Amount $ ❑ Bank or savings & loan ❑ Fixed rate New loan ❑ Loan carried by seller ❑ Variable rate ❑ Assumed existing loan balance Balloon payment ❑ Yes ❑ No Due Date Amount $ I:). OTHER FINANCING: Is other financing involved not covered in (b) or (c) above? ❑ Yes ❑ No. Amount $ Type ® % interest for years. Pymts./Mo. _ $ (Prin. & Int. only) ❑ Bank or savings & loan ❑ Fixed rate ❑ Now loan ❑ Loan carried by seller ❑ Variable rate ❑ Assumed existing loan balance Balloon payment ❑ Yes ❑ No Due Date Amount $ E. WAS AN IMPROVEMENT BOND ASSUMED BY THE BUYER? ❑ Yes ❑ No Outstanding Balance: Amount $ TOTAL PURCHASE PRICE (or acquisition price, if traded or exchanged, Include real estate commission If paid) TOTAL ITEMS A THROUGH E $ G, PROPERTY PURCHASED bf Through a broker ❑ Direct from seller ❑ From a family member ❑ Other (please explain): If purchased through a broker, provide broker's name and phone number. 11 c ti n M t 10 t 1�4 ^ -aI .3 9 is 6414 Please explain any special terms, seller concessions, or financing and any other information that would help the Assessor understand the purchase price and terms of sale: PART IV: PROPERTY INFORMATION A. TYPE OF PROPERTY TRANSFERRED: ❑ Single-family residence ❑ Agricultural ❑ Timeshare ❑ Multiple -family residence (no. of units: ) ❑ Co-op/Own-your-own ❑ Manufactured home ❑ CornmerolalAndustrlal ❑ C dominium ❑ Unimproved lot ® Other (Description: Le., timber, mineral, water rights, etc., t wt R -0-Ve a nr ) 3. IS THIS PROPERTY INTENDED AS YOUR PRINCIPAL RESIDENCE? ❑ Yes No If yes, enter date of occupancy / , 20 or intended occupancy / 20 (montm (NY) (year) (month) - (day) IS PERSONAL PROPERTY INCLUDED IN PURCHASE PRICE (i.e., furniture, farm equipment, machinery, etc.) (other than a manufactured home subject to local property tax)? ❑ Yes U No If yes, enter the value of the personal property included in the purchase price $ (Attach itemized list of personal property.) D. IS A MANUFACTURED HOME INCLUDED IN PURCHASE PRICE? ❑ Yes g 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 ❑ No What is the decal number? E. DOES THE PROPERTY PRODUCE INCOME? ❑ Yes NLNo If yes, is the Income from: ❑ Lease/Rent ❑ Contract ❑ Mineral rights ❑. Other (please explain): WHAT WAS THE CONDITION OF THE PROPERTY AT THE TIME OF SALE? Good ❑ Average ❑ Fair ❑ Poor Please explain the physical condition of the property and provide any other information (such as restrictions, etc.) that would assist the Assessor in determining the value of the property: CERTIFICATION OWNERSHIP TYPE (✓) Partnership p ❑ ❑ i certify that the foregoing is true, correct and complete to the best of my knowledge and belief. Partnership Corporatlorl�L L ❑ This declaration is binding on each and every co-owner and/or partner. Other NAME OF NEW OWNERICORPORATE OFFICER Prier TITLE MACtodl;q.�.Mem6e.- SIGNATURE OF NEW OWNEFVCORPORATE OFFIkM DATE 311e110 _ NAME OF EN7r1Y (typed orpdnled) P,,iQ.-UA ;Zect FEDERAL EMPLOYER ID NUMBER q(0-353`,\)03 ADDRESS (typed orpdnted) ; *>,G I— d CA 10)E E-MAIL ADDRESS (optional) DATE ->I llot 0 i j ,vVc (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 con current filing of a preliminary change of ownership report, the recorder may charge an additional recording fee of twenty dollars ($20). BOE-502-A (BACK) REV. 8 110-05) ASSR-70 (Rev. 05/06) STATEMENT OF TAX DUE AND REQUEST THAT TAR DECLARATION NOT BE MADE APART OF THE PF.RMANF,NT RECORD IN THE OFFICE OF THE COUNTY RECORDER PURSUANT TO SECTION 11932 R & T CODE. TO: Registrar Recorder County of: Los Angeles APN: por 6308-017-906; 6308-017-907 REQUEST IS HEREBY MADE IN ACCORDANCE WITH THE PROVISIONS OF THE DOCUMENTARY TRANSFER TAX ACT THAT THE AMOUNT OF TAX DUE NOT BE SHOWN ON THE ORIGINAL DOCUMENT WHICH NAMES: City of Vernon, a body corporate and politic (One Grantor or Lessor Noran Real Estate Holdings LLC (One Grantee or Lessee) PROPERTY DESCRIBED IN THE ACCOMPANYING DOCUMENT IS LOCATED IN THE: xxx City of Vernon Unincorporated Area: THE AMOUNT OF TAX DUE ON THE ACCOMPANYING DOCUMENT IS: $15, 840.00 L. A. County 80 $15, 840.00 TOTAL ( XX) Computed on Full Value of Property conveyed OR ( ) Computed on Full value Less Liens and encumbrances remaining at the time of sale. SIGNAT : I IOF DECLARANT OR AGENT: Name typed: Tina DeBow, Sr. Escrow Officer North American Title Company 101 N. Brand Blvd., #1800 Glendale, CA 91203 Order No. 910066327-X49 Escrow No. 981984-TD AFTER PERMANENT RECORD IS MADE, THIS FORM WILL BE AFFIXED TO THE CONVEYING DOCUMENT AND RETURNED WITH IT. Juarez, Debbie From: Tina DeBow [tdebow@nat.com] Sent: Wednesday, March 17, 2010 10:31 AM To: 'Jim G. Grayson' Cc: 'Brandi Magana'; Burnett, Rory; Juarez, Debbie Subject: FW: Payoff figures from Chicago Title 981984-TD 910066327-001 Importance: High Attachments: Chicago4998_000.pdf it Chicago4998_000.p df (27 KB) The attached reflects the actual payoff amounts to East West Bank, I wanted you to have a copy of this now, because I will use these figures and enter them on my final closing statement, and to finalize the actual disbursement to seller by wire. Tina DeBow Senior Advisory Escrow Officer North American Title Company 101 North Brand Boulevard, Suite 1800 Glendale, CA 91203 Main Number: 818-240-4912 Direct Dial: 818 551-5370 Fax: 818-551-5327 tdebow@nat.com http://www.nat.com -----Original Message ----- From: Johnson, Nathan [mailto:Nathan.Johnson@CTT.com] Sent: Wednesday, March 17, 2010 9:16 AM To: Tina DeBow Subject: FW: -----Original Message ----- From: Nathan.Johnson@ctt.com [mailto:Nathan.Johnson@ctt.com] Sent: Wednesday, March 17, 2010 10:08 AM To: Johnson, Nathan Subject: CONFIDENTIALITY NOTICE This e-mail message and any attachments contain confidential and/or privileged information for the sole use of the intended recipient. If you are not the intended recipient, you may not read, disseminate, distribute or copy this e-mail message or any attachments. Please notify the sender immediately by reply e-mail if you received this e-mail message by mistake and delete this e-mail message and any attachments from your system. E-mail transmission cannot be guaranteed to be secure or error -free as information could be intercepted, corrupted, lost, destroyed, delayed, incomplete, or contain viruses. The sender, therefore, does not accept liability for any errors or omissions in the contents of this e-mail message or any attachments, which arise as a result of e-mail transmission. If verification is required, please request a hard -copy version. (9) CHICAGO TITLE COMPANY ESCROW RECEIPT AND DISBURSEMENT AUTHORIZATION PAGE 1 DISBURSEMENT BANK 965 ESCROW NUM: 910066327-001 ORDER NUM: 05660-910066327 05674 BUYER: SELLER: CITY OF VERNON PROPERTY: 2200 E. 55TH STREET/2001 E. 57TH ST., VERNON, CALIFORNIA RECEIPTS RW 000000354084 03/16/10 natco 11,100,000.00 ----------------- TOTAL RECEIPTS 11,100,000.00 ------------------ DISBURSEMENTS ------------- F 000000157874 03/17/10 CHICAGO TITLE COMPANY SETTLEMENT OR CLOSING FEE 125.00 TITLE'EXAMINATION 6,680.00 TITLE INSURANCE 21,660.00 Additional Closing Fees 29.38 RECORDING FEES 27.00 CITY/COUNTY TAX/STAMPS 15,840.00 CHECK TOTAL W 000000354094 03/17/10 EAST WEST BANK PAYOFF FIRST MORTGAGE 10,972,000.00 Forwarding Fee 30.00 Recon/Release Fee 45.00 Fax Fee 10.00 UCC FEE 20.00 RECORDING FEE 9.00 DEFAULT INTERST 13,715.01 INTEREST FROM 2/1/10 TO 3/17/1 53,640.89 CHECK TOTAL W 000000354095 03/17/10 NORTH AMERICAN-TITLE PROCEEDS NJ CHECK TOTAL TOTAL DISBURSEMENTS BALANCE 03/17/10 09:14 NJ9 44,361.38 11,039,469.90 16,168.72 16,168.72 ----------------- 11,100,000.00 0.00 Juarez, 'Debbie From: Tina DeBow [tdebow@nat.com] Sent: Wednesday, March 17, 2010 12:26 PM To: Burnett, Rory; O'Callaghan, Donal Cc: Lehr, Judy; Juarez, Debbie; Enomoto, Kristen; Wilson, Kevin; 'Jim G. Grayson'; 'Brandi Magana'; John McMillan; Jeff Sanita; Tim Wallace Subject: 981984-TD Smurfit Site Final Seller Closing Statement Attachments: Closing Seller.pdf 9,1 Closing Seller.pdf (44 KB) Attached is final seller closing statement. I will mail hard copy with your closing documents. I will copy your attorney on the letter and enclosures. If you require further assistance, please call me. I am thankful for the opportunity of working with you in connection with your transaction. Best regards, Tina DeBow Senior Advisory Escrow Officer North American Title Company 101 North Brand Boulevard•, Suite 1800 Glendale, CA 91203 Main Number:. 818-240-4912 Direct Dial: 818 551-5370 Fax: 818-551-5327 tdebow@nat.com http://www.nat.com -----Original message ----- From: fast@etitledocs.com [mailto:fast@etitledocs.com] On Behalf Of Tina DeBow Sent: Wednesday, March 17, 2010 11:56 AM To: Tina DeBow Subject: (Email Ref=654349431) File No.: 91401 981984 09 Buyer: Noran Real Estate Holdings, LLC Seller: City of Vernon, a body corporate and politic Property Address: 2200 55th St. & 2001 57th St., Vernon, CA 90058 You can download Acrobat Reader at http://www.adobe.com/products/acrobat/readstep2.html Tina DeBow Escrow Officer North American Title Company Phone: 818-551-5370 Fax: 818-936-6845 1 This message contains confidential information intended only for the use of the intended recipient(s) and may contain information that is privileged. If you are not the intended recipient, or the person responsible for delivering it to the intended recipient, you are hereby notified that reading, disseminating, distributing or copying this message is strictly prohibited. If you have received this message by mistake, please immediately notify us by replying to the message and delete the original message immediately thereafter. This message may contain confidential or proprietary information intended only for the use of the addressee(s) named above or -may contain information that is legally privileged. If you are not the intended addressee, or the person responsible for delivering it to the intended addressee, you are hereby notified that reading, disseminating, distributing or copying this message is strictly prohibited. If you have received this message by mistake, please immediately notify us by replying to the message and delete the original message and any copies immediately thereafter. Thank you. FACLD CONFIDENTIALITY NOTICE This e-mail message and any attachments contain confidential and/or privileged information for the sole use of the intended recipient. If you are not the intended recipient, you may not read, disseminate, distribute or copy this e-mail message or any attachments. Please notify the sender immediately by reply e-mail if you received this e-mail message by mistake and delete this e-mail message and any attachments from your system. E-mail transmission cannot be guaranteed to be secure or error -free as information could be intercepted, corrupted, lost, destroyed, delayed, incomplete, or contain viruses. The sender, therefore, does not accept liability for any errors or omissions in the contents of this e-mail message or any attachments, which arise as a result of e-mail transmission. If verification is required, please request a hard -copy version. ® NORTH AMERICAN TITLE NCOMPANY Like Clockwork - North American Title Company 101 North Brand Blvd., Suite 1800 • Glendale, CA 91203 Seller's Final Settlement Statement Property: 2200 55th St. & 2001 57th St., Vernon, CA 90058 File No: 91401-981984-09 Officer: Tina DeBow/td New Loan No: Settlement Date: Disbursement Date: 03/17/2010 Print Date: 3/17/2010, 11:55 AM " Buyer: Noran Real Estate Holdings, LLC Address: 2503 East Vernon Avenue, Vernon, CA 90058 Seller: City of Vernon Address: 4305 Santa Fe Avenue, Vernon, CA 90058 Char a Descri tion Seller Char a Seller Credit Consideration: Total Consideration 14,400,000.00 _ .. __ ._.. .. .. ........ .. ..._...__ _._ . _.. Commission. _ T __ _ _Co i.ssion Paid at Settlement to Cushman & Wakefield of Califomia, Inc, 576,000.00 Payoff Loan(s):_.._..._.._ Lender; East West Bank Principal Balance- East West Bank ----..............---_._----_----._- IQ 972,000.00 Default Interest 03/OS/10 to 03/17/10 1523.890000/day_ East West Bank 13,715 01 ._..__ , _ ..._. __ Interest 02/01/10 to 03/17/10 a�$1219 I ] 0000/dad East West Bank _ 53,640 89 Statement/Forwarding Fcee- East West Bank - - - —-� 30.00 Reconveyance Fee East West Bank __._. .._-.._... 45.00 ...._-_ _. �___...._._-_ . Fax Fee - East West Bank 10.00 rdi Recong Fee - East West Bank UCC Termination - East West Bank 20.00 Title/Escrow Charles to _. -_......._.._.........__.... — - ---- ---- ..._-._...--...-.- Documentary Transfer Tax to Chicago Title Comeauy ___,,,._,,,,._...,__,,,_-_-._......___-_--_ ...... _ ._ ___...- Recordmg Grant Deed to Chicago Title Company -.-__15,840.00 27.00 - Owner's Policy to Chicago Trtle Company _ .. v- -LL Sub -Escrow Fee to Chicago Title Company - --10,800.00 125.00 T Ovemight/Courier Fee. to Chicap�o Trtle Compaay_. 14 69 - - u _._ Escrow, Fee North American Title Company - _.._. - 3,240 00 Domestic Wire Fee - North American Tale Company 50.00 Courser/Overnht Fee =North American Title Company ........----- . --- - :.__..-_..-_--_._....._.. --.__ _. -... - - - -- - .—... _.... -- - ...--._...._._...._.. Disbursements Paid_: __._....- - - - -- ..._.............. .._- natural hazard disclosure reports to JCP-LGS Re op its Natura] Hazard Disclosures -� i ^^ 133,50 4 _..------._._-._.__..__._......_..._.____...___....-------....-----•---_.__.-..._._..___..__-----__...---__--------_.--- Cash (X To) ( From) Seller 2,7$4,279.91 Totals 14,400,000.00 I 14,400,000.00 Page 1 of 1 Juarez, Debbie From: Balassi, Dave [Dave.Balass i@ctt.com] Sent: Tuesday, March 16, 2010 4:32 PM To: Tina DeBow Cc: Slinger, Mike; Curiel, Jordan; John McMillan; Arty Feles; Tim Wallace; Jeff Sanita; Jim G. Grayson; Brandi Magana; Wilson, Kevin; Burnett, Rory; Juarez, Debbie; O'Callaghan, Donal; Sophia Alvarez; Johnson, Nathan Subject: RE: Smurfit Site 55th & 57th Streets FW: 910066327X49 981984-TD Will do. Dave David A. Balassi Vice President Sr. Title Officer Chicago Title Company 700 S. Flower Street, Suite 800 Los Angeles, California 90017 Direct (213) 488-4394 Facsimile (213) 488-4360 Email dave.balassi@ctt.com -----Original Message ----- From: Tina DeBow [mailto:tdebow@nat.com] Sent: Tuesday, March 16, 2010 4:31 PM To: Balassi; Dave Cc: Slinger, Mike; Curiel, Jordan; John McMillan; Arty Feles; Tim Wallace; Jeff Sanita; Jim G. Grayson; Brandi Magana; kwilson@ci.vernon.ca.us; rburnett@ci.vernon.ca.us; Juarez, Debbie; O'Callaghan, Donal; Sophia Alvarez; Johnson, Nathan Subject: Smurfit Site 55th & 57th Streets FW: 910066327X49 981984-TD Importance: High Dave, in accordance with the previous letters you have received from the undersigned, together with letter from buyer's counsel and letters from seller's counsel, you are hereby authorized/released on this file and are to record on March 17, 2010, 8:00am. Please email final charges and payoff info, when available and when confirmed, please advise. Send the conformed copies to my attention, of the recorded documents, and I will put the same in the closing letters to the clients. Thanks for your assistance, it was a pleasure working with you again. Best regards, TD Tina DeBow Senior Advisory Escrow Officer North American Title Company 101 North Brand Boulevard, Suite 1800 Glendale, CA 91203 Main Number: 818-240-4912 Direct Dial: 818 551-5370 1 Fax: 818-551-5327 tdebow@nat.com http://www.nat.com -----Original Message ----- From: Solberg, Kirsten [mailto:KSolberg@LUCE.com] Sent: Tuesday, March 16, 2010 4:23 PM To: Tina DeBow Subject: RE: 910066327X49 981984-TD Tina, As long as you have everything you need to close and fund tomorrow, you have my permission to release the documents for recording and fund. Kirsten M. Solberg, Esq. Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 1 San Diego, CA 92101-3391 Direct Dial (619) 233-2988 Direct Fax (619) 446-8256 1 ksolberg@luce.com ************** CONFIDENTIAL This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments without reading, printing, copying or forwarding it, and please notify us. -----Original Message----- From: Tina DeBow [mailto:tdebow@nat.com] Sent: Tuesday, March 16, 2010 3:49 PM To: Solberg, Kirsten Subject: RE: 910066327X49 981984-TD Great. Thanks. Tina DeBow Senior Advisory Escrow Officer North American Title Company 101 North Brand Boulevard, Suite 1800 Glendale, CA 91203 Main Number: 818-240-4912 Direct Dial: 818 551-5370 Fax: 818-551-5327 tdebow@nat.com http://www.nat.com -----Original Message ---- From: Solberg, Kirsten [mailto:KSolberg@LUCE.com] Sent: Tuesday, March 16, 2010 3:08.PM To: Tina DeBow Cc: Arty Feles; Balassi, Dave; jana@wellsfargo.com; Curiel, Magana; John McMillan; Jeff Sanita; kwilson@ci.vernon.ca.us; rburnett@ci.vernon.ca.us; Slinger, Mike; Lloyd Talbert Subject: RE: 910066327X49 981984-TD Jordan;.Jim G. Grayson; Brandi Juarez, Debbie; Thank you, Tina. No need to send a copy of Buyers estimated settlement statement as I already have an executed copy. Kirsten Kirsten M. Solberg, Esq, Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 I San Diego, CA 92101-3391 Direct Dial 2 (619) 233-2988 1 Direct Fax (619) 446-8256 1 ksolberg@luce.com CONFIDENTIAL This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments without reading, printing, copying or forwarding it, and please notify us. -----Original Message ----- From: Tina DeBow [mailto:tdebow@nat.com] Sent: Tuesday, March 16, 2010 3:03 PM To: Solberg, Kirsten Cc: Arty Feles; Balassi, Dave; jana@wellsfargo.com; Curiel, Magana; John McMillan; Jeff Sanita; kwilson@ci.vernon.ca.us; rburnett@ci.vernon.ca.us; Slinger, Mike Subject: 910066327X49 981984-TD Importance: High My signature on your letter, for your file. Also attached for your file are: Jordan; Jim G. Grayson; Brandi Juarez, Debbie,- 1. Fully executed copy of original Grant Deed 2. Fully executed counterparts of the License Agreement 3. Fully executed counterparts of the Assignment and Assumption Agreement 4. Seller's FIRPTA Affidavit and 593-C as completed by Seller 5. Copy of Buyer's incoming money wire transfer and our escrow trust account receipt dated 3/16/10. Please advise if you have any questions, documents for recording have been picked up by Chicago Title Company and are in route. I have fully executed estimated amended closing statements, also from Buyer and Seller, please advise if you would like a copy of these for your file, and I will send separately. Best regards, Tina DeBow. Senior Advisory Escrow Officer North American Title Company 101 North Brand Boulevard, Suite 1800 Glendale, CA 91203 Main Number: 818-240-4912 Direct Dial: 818 551-5370 Fax: 818-551-5327 tdebow@nat.com http://www.nat.com -----Original Message ----- From: Tina DeBow Sent: Tuesday, March 16, 2010 3:47 PM To: Tina DeBow Subject: Scanned image from MX-M620N DEVICE NAME: Sharp MX-M620N DEVICE MODEL: MX-M620N LOCATION: Escrow FILE FORMAT: PDF MMR(G4) RESOLUTION: 300dpi x 300dpi Attached file is scanned image in PDF format. Use Acrobat(R)Reader4.0 or later version, or Adobe(R)Reader(TM) of Adobe Systems Incorporated to view the document. 3 Acrobat(R)Reader4.0 or later version, or Adobe(R)Reader(TM) can be downloaded from the following URL: Adobe, the Adobe logo, Acrobat, the Adobe PDF logo, and Reader are registered trademarks or trademarks of Adobe Systems Incorporated in the United States and other'countries. http://www.adobe.com/ CONFIDENTIALITY NOTICE This e-mail message and any attachments contain confidential and/or privileged information for the sole use of the intended recipient. If you are not the intended recipient, you may .not read, disseminate, distribute or copy this e-mail message or any attachments. Please notify the sender immediately by reply e-mail if you received this e-mail message by mistake and delete this e-mail message and any attachments from your system. E-mail transmission cannot be guaranteed to be secure.or error -free as information could be intercepted, corrupted, lost, destroyed, delayed, incomplete, or contain viruses. The sender, therefore, does not accept liability for any errors or omissions in.the contents of this e-mail message or any attachments, which arise as a result of e-mail transmission. If verification is required, please request a hard -copy version. CONFIDENTIAL Luce, Forward, Hamilton & Scripps LLP This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments without reading, printing, copying or forwarding it, and please notify us. http://www.luce.com/ Please consider the environment before printing this email. 4 NlAl\ 2010 CITY CLERK'S OH-1 U- COMMUNITY SERVICES & WATER DEPARTMENT DATE: March 10, 2010 OR*", TO: Honorable Mayor and City Council 411) Y tY FROM: Samuel Kevin Wilson, Director of Community Services & Water RE: LICENSE AGREEMENT—NORAN REAL ESTATE HOLDINGS LLC The City of Vernon is in the processing of selling the property located at 2200 55 h Street and 2001 57 h Street to Noran Real Estate Holdings LLC. The City will be retaining a portion of the property for a water well site. This site currently contains a water well that the former owner of the site used for industrial water. The City is investigating converting this industrial well to a potable water well. Prior to permitting the well to be used for potable use, the State of California Department of Public Health has requested that the City rehabilitate the water well in order to confirm the mineral and chemical constituents of the water. The City will be entering into an agreement with General Pump Company for this work. In order to rehabilitate the well the contractor will have to pump water from the well. The City has proposed to pump this water directly to the sewer on 57t' Street, which has sufficient capacity to handle the waste water flow from the well. In order to pump the water to the 570' Street sewer above ground piping will have to be placed on the property being sold to Noran Real Estate Holdings LLC. The City Attorney's office has drafted a License Agreement that would permit the City to place aboveground piping on the subject property for a three month period. This time period should be sufficient for the City's contractor to perform the work. Noran Real Estate Holdings LLC has agreed to the License Agreement. It is recommended that the City Council approve the enclosed License Agreement at the March 15, 2010 meeting. SKW/ca Enclosure MAR 1 0 2010 LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "License") is dated for reference purposes as of March , 2010, and is entered into by and between NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company ("Licensor"), and CITY OF VERNON, a California charter city and municipal corporation ("Licensee"). RECITALS WHEREAS, Licensor is the owner of that certain real property located in the City of Vernon, County of Los Angeles, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property"), and WHEREAS, Licensee wishes to access the Property for the purpose of temporarily placing and maintaining aboveground water piping and tubing (the -"Equipment") on the Property; and WHEREAS, Licensor is willing to permit Licensee to temporarily access the Property for the above -described purposes upon the terms and conditions stated in this License. NOW, THEREFORE, in consideration of the covenants and agreements of the Licensor and Licensee herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Licensor and Licensee agree as follows: l . LICENSE. Licensor hereby grants to Licensee and its employees and contractors a temporary, nonexclusive license for access and use of the Property upon and subject to the terms and conditions set forth herein. 2. TERM. The term of this License shall commence on April 1, 2010 and terminate on June 30, 2010. 3. USE. The Licensor hereby grants to the Licensee for the term of this License a nonexclusive right of access over and across that portion of the Property, identified in Exhibit B attached hereto and incorporated herein by this reference (the "License Area"), for the purpose of placing the Equipment on the Property and thereafter using, maintaining and removing the Equipment as described herein. Licensee shall not damage the Property and shall maintain the Equipment in good condition and repair. Licensee shall be solely responsible for providing all security necessary to protect the public from harm and to protect the Equipment from theft, damage, loss and vandalism, and the Licensor shall not under any circumstances be responsible for any damage, costs or losses incurred by Licensee with respect to the Equipment unless such damage, costs or losses are the direct result of a negligent or wrongful act by Licensor. 4. INDEMNIFICATION. Licensee shall indemnify, defend, protect and hold Licensor, and its officers, directors, agents, and representatives, harmless from and against all liens and encumbrances of any nature whatsoever against the Property which result from the exercise of Licensee's rights hereunder, and from any and all claims, causes of action, liabilities, costs and expenses (including reasonable attorneys' fees), losses or damages arising from 12720-0011\1212484v3.doc given or served: (i) on the date of personal service upon the person to whom it is directed; or (ii) on the date the notice is received or rejected provided it is sent U.S. first class registered or certified mail, postage prepaid, return receipt requested; or (iii) on the date the notice is delivered by a nationally recognized courier service to the address of the person to whom it is directed provided it is sent postage prepaid to the address of the person to whom it is directed. The addresses of the parties are: To Licensee: City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attn: City Manager Telephone: (323) 583-8811 Fax: (323) 826-1427 with a copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071 Attention: Jim G. Grayson Telephone: (213) 626-8484 Fax: (213) 626-0078 To Licensor: Noran Real Estate Holdings, LLC 2503 East Vernon Avenue Los Angeles, California 90058 Attention: Don Friese / Lloyd Talbert Telephone: (323) 588-1281 Fax: (323) 584-5269 with a copy to: Luce, Forward, Hamilton & Scripps LLP 600 West Broadway, Suite 2600 San Diego, California 92101 Attn.: Kirsten M. Solberg, Esq. Phone: (619) 233-2988 Fax: (619) 446-8256 Either party may, from time to time, change its address by giving written notice thereof in the manner outlined above. 13. GOVERNING LAW. This License shall be interpreted, enforced and governed by the laws of the State of California. 14. AMENDMENTS. No provisions of this License may be amended or modified except by an agreement in writing executed by both parties hereto. 15. SEVERABILITY. In the event that any one or more of the provisions contained in this License shall for any reason be held by a court of competent jurisdiction to be invalid, 12720-0011\1212484v3.doc -3- IN WITNESS WHEREOF, each of the parties has caused its authorized representative to execute duplicate original counterparts of this License. LICENSEE: CITY OF VERNON, California charter city and municipal corporation By: Name: Title: Mayor / Mayor Pro-Tem ATTEST: By: Willard Yamaguchi, City Clerk LISCENSOR: NORAN REAL ESTATE HOLDINGS, LLC, a California limited liability company By: The Noran Company, a California general partnership 12720-0011\1212484v3.doc Donald E. Friese, its Managing Partner -5- I � I d IL 8 a o I w I � LLJ � N m l71.91' h I = I h s! Ln a Q Exhibit "B" Description of License Area N WJ5115' w s I I k I I I a 8 a 6 2 I I IwLLJ I I N P'15' W u g3$C�:� N 00'•T5'IS' W N A7J1'IS' W M aTJSYa• • _ ^t I1)..20' f5.15' E I J.aa I I I I W W I h I z fi I ti o �mo a ��^ $ <Ld I I w < S QIVS'/.M• E I LLI I W I Z I U I I I I G J I I I I............ I I N a 1ri q� I I slvor•rs•r E.ua• I I 4 M.10 N 00.02'15' W 12720-0011\1212484v3.doe B-1 Gs�Y£LY INOV9 pppp q ® �olq� It°I i71� COMMUNITY SERVICES & WATER DEPART��R6i'S OFFICE MEMORANDUM OFFICE TO: Donal O'Callaghan, City Administrator FROM: Samuel Kevin Wilson, Director of Community Services & Water DATE: March 10, 2010 SUBJECT: LICENSE AGREEMENT — NORAN REAL ESTATE HOLDINGS LLC The City of Vernon is in the processing of selling the property located at 2200 55 h Street and 2001 57"' Street to Noran Real Estate Holdings LLC. The City will be retaining a portion of the property for a water well site. This site currently contains a water well that the former owner of the site used for industrial water. The City is investigating converting this industrial well to a potable water well. Prior to permitting the well to be used for potable use, the State of California Department of Public Health has requested that the City rehabilitate the water well in order to confirm the mineral and chemical constituents of the water. The City will be entering into an agreement with General Pump Company for this work. In order to rehabilitate the well the contractor will have to pump water from the well. The City has proposed to pump this water directly to the sewer on 57r'' Street, which has sufficient capacity to handle the waste water flow from the well. In order to pump the water to the 5.701 Street sewer above ground piping will have to be placed on the property being sold to Noran Real Estate Holdings LLC. The City Attorney's office has drafted a License Agreement that would permit the City to place aboveground piping on the subject property for a three month period. This time period should be sufficient for the City's contractor to perform the work. Noran Real Estate Holdings LLC has agreed to the License Agreement. It is recommended that the City Council approve the enclosed License Agreement at the March 15, 2010 meeting. SKW/ca Enclosures Rf MAR 1 0 2010 RECORDING REQUESTED BY CHICAGO TITLE COMPANY AND WHEN RECORDED RETURN TO: Noran Real Estate Holdings, LLC Lloyd Associates .3301 Inglewood .Blvd. Los Angeles, CA 90066 .---- ''ounty Recurdet Has riot 1.')un compared vvit.h original. Original trill be reltur► ed when jrA.C.�_5.Sitjg ,'as [,eel completed. PLEASE CONFORM ATTACHED COPY AND RETURN TO DAVE SALASSI. 700 S. FLOWER, SUITE 800 APN; por 6308-017-906; 6308-017-907 (SPACE ABOVE FOR RECORDER'S USE ONLY] IN ACCORDANCE WITH SECTION 11932 OF THE CA. REV, AND TAX CODE; GRANTOR HAS DECLARED THE AMOUNT OF TRANSFER TAX WHICH IS DUE BY A SEPARATE STATEMENT WHICH IS NOT BEING RECORDED WITH THIS DEED. GRANT DEED THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS: The undersigned declares that this Grant Deed is exempt from Recording Fees -pursuant to California Government Code Section 27383, FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the CITY OF VERNON, California charter city and municipal corporation, who acquired title as City of Vernon, a body corporate and politic ("Grantor") hereby grants to NORA.N REAL ESTATE HOLDINGS, LLC, a California limited liability company ("Grantee"); certain real property located in the City of Vernon, County of Los Angeles, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by reference. SUBJECT TO 1. General and special real property taxes and assessments and supplemental assessments for the current fiscal year; 2. All liens, encumbrances, easements, covenants, conditions and restrictions of record; and 3. All matters which would be revealed or disclosed in an accurate survey of the property. [Signatures Appear on Following Page] IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below. Dated: March /�. , 2010 If ATE EST: - Wi and Yamaguc t, ty k .. CITY OF VERNON, California charter city and municipal corporation Name: Hi lario Gonzales � Title: Mayor / Mayor Pro Tate 2 STATE OF CALIFORNIA ) SS. COUNTY OF LOS ANGELES ) On 111;yzc I 2 e1 u , before me, a. notary public, personally appeared 01 LA <<o r✓r.���c yvho proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on.the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. 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 offj 1 seal. // f� BRANOON GRAY .t. Commission #F 1867141 Notary Public r Notary Public . Cditornis Y Loa Anpeiss County C... mv Comm. Ex irss Jul S SEAL: 2013. 3 Exhibit A to Grant Deed LEGAL DESCRIPTION OF THE PROPERTY THE REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCELI: THAT PORTION OF LOT 4 AND ALL OF LOT 5 OF TRACT. 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 5; THENCE ALONG THE WEST LINE OF LOTS 5 AND 4, NORTH 0° 02' 15" WEST 408.88 FEET; THENCE NORTH 89' 11' 30" EAST 270.63 FEET TO THE EAST LINE OF SAID LOT 4; THENCE ALONG THE EAST LINE OF SAID LOTS 4 AND 5, SOUTH . 0° 02' 15" EAST 411.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE ALONG THE SOUTH LINE OF SAID LOT 5, SOUTH 89° 42' 30" WEST 270.60 FEET TO THE POINT OF BEGINNING. EXCEPT FROM SAID LOT 5 THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL .2: THE SOUTHERLY 119 FEET OF SAID LOT 3. OF TRACT 2585, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN. THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THE SOUTHERLY 10 FEET THEREOF, CONVEYED TO THE CITY OF VERNON FOR ROAD PURPOSES. PARCEL 3: LOT 2 OF TRACT 2585, IN THE CITY OF VERNON,. COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AS PER MAP RECORDED- IN BOOK 28 PAGES 2 AND 3 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THE EASTERLY 500 FEET THEREOF. PARCEL 4: THAT PORTION OF LOTS 1 AND 3 OF TRACT 2585, 1N THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN 4 BOOK 28, PAGES 2.AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE NORTHERLY LINE OF LOT 1, NORTH 890 39' 00" EAST, 26.0 FEET TO THE TRUE POINT OF BEGINNING; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 000 35' 15" EAST, 171.91 FEET; THENCE PARALLEL WITH. THE NORTH LINE OF LOT 1, NORTH 89° 39' 00" EAST, 25.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF LOT 1, SOUTH 00° 35' 15" EAST 34.83 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF FORTY (40) FEET ; THENCE SOUTHWESTERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 90014' 15" A DISTANCE OF 63.0 FEET TO A POINT OF TANGENCY ON THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF THE TRACT OF LAND. CONVEYED TO CALIFORNIA-OREGON PAPER MILLS BY DEED RECORDED IN BOOK 11.143 PAGE 79, OFFICIAL RECORDS; THENCE SOUTH 890 39' 00" WEST ALONG THE SOUTH LINE OF SAID LAND AND ITS PROLONGATION AND ALONG THE SOUTH LINE OF THE TRACT OF LAND CONVEYED TO PIONEER PAPER COMPANY BY DEED RECORDED IN BOOK 11078 PAGE 282, OFFICIAL RECORDS, 279.48 FEET; THENCE NORTH 0° 02' 15" WEST ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32 FEET; THENCE SOUTH 89' 39' 00" WEST 7.84 FEET TO THE WEST LINE OF LOT 3;, THENCE SOUTH 0° 02' 15" EAST ALONG THE WEST LINE OF LOT 3 TO A. LINE PARALLEL WITH AND DISTANT NORTHERLY 119.0 FEET MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LOT 3; THENCE ALONG SAID PARALLEL LINE, NORTH 890 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST LINE OF LOT 3; THENCE NORTH 0° 35' 15 WEST ALONG THE EASTERLY LINE OF LOT 3, 110.20 FEET TO THE SOUTHWEST CORNER OF LOT 1; THENCE EASTERLY ALONG THE SOUTH LINE OF LOT 1, NORTH 89" 39' 00" EAST, 450.00 FEET TO A LINE PARALLEL WITH THE WEST LINE OF LOT l; THENCE NORTH 00 35' 15" WEST ALONG SAID PARALLEL LINE, 389.00 FEET TO A POINT IN THE NORTHERLY LINE OF LOT 1; THENCE SOUTH 89' 39' 00" WEST ALONG THE NORTH LINE OF LOT 1, 424.00 FEET TO THE TRUE POINT OF BEGINNING. VV. COUNTY OF LOS ANGELES • OFFICE OF THE ASSESSOR F p R�p DER'S USE ONLY 500 WEST TEMPLE STREET • LOS ANGELES, CA 90012-2770 Telephone; 219,974.3211 • Small: essessor®ro.la,ce.us • wabsite: facountyassessorcom DOOUMCFIT NUMBER Si deseaayude an'Esporol, llama al nGmro 213.e74.3211 n CK AUERBACH ..ASSESSOR .. PRELIMINARY CHANGE OF OWNERSHIP REPORT jrb be complel,id b transferee Ibuyer) prior to transfer of subject pro rty In accordance with section 400,3 of the Revenue and 1rrxtheocountt OwAhere thelpropeerty Is locateed this Ip titular form m Ibe used In all conveyance ntsof Call(oren sty Recorder's office y property P� THIS REPORT IS NOT A PUBLIC Pocumr= 4T :yELLER/TRANSFEROR: C i+1.) 0 - '�JQC'16r'N 6UYER/1'RANSFEREE: QZrtAn Reell i'C.4ct4Q .�cid�ayy��(C RECOR01NepATe ASSESSOR'S PARCEL NUMBERS) (.3O3 •• c I-) OIL ; (ora0B- 01-1. `10 1 PROPERTY ADDRESS OR LOCATION: "�Zat 5S41 c, -ree4 +t Z o; ; "1 5� . 1)0rnor ( . 111AIL TAX INFORMATION T0: Name LI acA q SttY t[t FPi r. Address 3 0 1 i„ f1PwDIA a3 1 boa /ii+gelOS ('A cDbb Phone Number (8 a.m.-5 p.m.) (iio ) 313 3`7$5 IVDTICEI A Ilan for property taxes applies to your property on January 1 of each year for the taxes owing In the following fiscal ,,oar, July 1 through June 30.One-half of these taxes Is due November 1, and one-half Is due February 1. The first Installment becomes delinquent on December 10, end the second Installment becomes delinquent on April 10. One tax bill Is rralled before November 1 to the ownerof record. You may be responsible for the current or upcoming property tsxee even if you do not racelve the tax bill. 'Pia property which you acquired may be subject to a supplemental assesament in an amount to ,be determined by the Los -Angeles County Assessor. For lurther Information on your supplemental roll obligation, please call the Los Angeles County Assessor at (213) e74-5211. PART I: TRANSFER INFORMATION (please answer all questions) r] t+ j$I A. Is this transfer solely between husband and wife (addition of a spouse, death of a spouse, divorce ;3ettlement, 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? 0 D. Is this transaction recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security Interest (e.g., cosibner)? Please explain ❑ E. Is this document recorded to substitute a trustee of a trust, mortgage, or other similar document? ❑ F. Did this transfer result In the creation of a joint tenancy In which the seller (transferoo remains as one of the joint tenants? G. Does this transfer return property to the person who created the joint tenanoy (original transferor)? H. Is this a transfer of property: (� f . to a revocable trust that may be revoked by the transferor and Is for the benefit of the ❑ transfaror ❑ transferor's spouse? �g 2. to a trust that may be revoked by the Creator/Grantor who Is also a joint tenant, and which names the otherjoint tenant(s) as beneficiaries when the Creator/Grantor dles7 3, to an irrevocable trust for the benefit of the ❑ Creator/Grantor and/or ❑ Grantor's spouse? 4. to an irrevocable trust from which the property reverts to the Creator/Grantor within 12 years? ❑ I, If this property Is subject to a lease, Is the remaining lease term 35 years or more Including written options? ❑ *J. Is this a transfer between ❑ parent(s).and chlld(ren)? U. or from grandparent(s) to grandohlld(ran)? ❑ *K. Is this transaction to replace a principal residence by a person 55 years of age or older? Within the some county? C) Yes 0 No ❑ Q9 *L: Is this transaction to replace a principal residence b a person who Is severely disabled as defined by Revenue and Taxation Code section 69.5? Within the same county? El yes No ❑ M. Is this transfer solely between domestic partners currently registered with the California Secretary of State? 'if you checked yes to J, 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 will 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 then 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 bottom of second page. A, Date of transfer If other than recording date _ A11A. B. Type of transfer (please check appropriate box): I% Purchase E7 Foreclosure El Gift ❑ Trade or Exchange ❑ Merger, Stock, or Partnership Acquisition D Contract of Sale -- Date of Contract 1✓/A • Inheritance - Date of Death N/A4 ❑ Other (please explain): ❑ Creation of Lease E7 Assignment of a Lease ❑ Termination of a Lease 0 Sale/Leaseback ❑ Date lease began • Original term In years (Including written options) ❑ Remaining term In years (Including written options) 6Z /A Monthly Payment %Z /A 'Remaining Term N A C. Was only a partial_ interest in the property transferred? 0 Yes No If yes, Indicate the percentage transferred DOE-502-A (FRONT) REV, R (10.05) ASSR-70 (Rev. 08105) Please write Assessor's Parcel Numb.er(s): �0 C Uo i 3ag F>/ease answer, to the best of your knowledge, all applicable questions, then sign and date. If a question does not apply, indicate with "N/A." PART III: PURCHASE PRICE AND TERMS OF SALE A. CASH DOWN PAYMENT OR value of trade or exchange (excluding closing costs) Amount $ 1 ,00 A El, FIRST DEED OF TRUST 0 90 interest for veers, Pymts,/Mo. _ $ (Prin, & Int. only) Amount .$ ❑ FHA( Discount Points) ❑ Flxed-fete New loan I ❑ Conventional ❑ Variable rate Assumed existing loan balance ❑ VA (_Discount Points) ❑ All Inclusive D.T. ($ Wrapped) Bank or savings & loan ❑ Cal -Vet ❑ Loan carried by seller ❑ Finance company Balloon payment C3 Yes ❑ No Due Date Amount $ (:, SECOND DEED OF TRUST 6 % Interest for years. Pymta,/Mo. m $ (Prin. & Int. only) Amount $ ❑ Bank or savings & loan Fixed rate New loan ❑ Loan carried by seller Variable rate ❑ Assumed existing loan balance Balloon payment ❑ Yea ❑ No Due Date Amount $ I;). OTHER FINANCING: Is other financing Involved not covered In (b) or (o) above? ❑ Yes ❑ No. Amount $ Type 9'0 Interest for years. Pymts./MO. _ $ (Prin. & Int. only) ElBank or savings & loan ❑ Fixed rate ❑ New loan ❑ Loan carried by seller ❑ Variable rate ❑ Assumed existing loan balance Balloon payment D Yes ❑ No Due Date Amount $ F. WAS AN IMPROVEMENT 60NO ASSUMED BY THE BUYER? ❑Yes ❑ No Outstanding Balance: Amount $ i:i TOTAL PURCHASE PRICE (or acquisition price, If traded or exchanged, Include real estate commission if paid) TOTAL. ITEMS A THROUGH E I $ a. PROPERTY PURCHASED b' Through a broker ❑ Direct from seller ❑ From a family member ❑ Other (please explain): If purchased through a broker, provide broker's name and phone number. c F .M f + �^ 'al 3 9 SS (04 9 e'( Please explain any speclal terms, seller concessions, or financing and any other information that would help the Assessor understand the purchase price and terms of sale: PART IV. PROPERTY INFORMATION .A. TYPE. OF PROPERTY TRANSFERRED: ❑ Single-family residence ❑ Agricultural ❑ Timeshare ❑ Multiple-famlly residence (no, of units: ) ❑ Co-op/Own-your-own Manufactured home CornmerolalAndustrlai ❑ C(;ndominlum Unimproved lot Other (Description: l,e„ timber, mineral, water rights, etc. , trrt 12CM A Ian ) 8. IS THIS PROPERTY INTENDED AS YOUR PRINCIPAL RESIDENCE? ❑ Yes Z No Ifyes, enter date of occupancy / 20 or intended occupancy ! 20 (=nM) (dgY) Oar) (month) (day) a°Ad IS PERSONAL PROPERTY INCLUDED IN PURCHASE PRICE (i,a., furniture f rm equipment, machinery, etc.) (other than a manufactured home subject to local property tax)? ❑ Yes furniture' If yes, enter the value of the personal property included In the purchase price $ (Attach Itemized list of personal property.) D. IS A MANUFACTURED HOME INCLUDED IN PURCHASE PRICE? ❑ Yes Ig 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 ❑ No What Is the decal number? E. DOES THE PROPERTY PRODUCE INCOME? ❑ Yes TKNo If yes, is the Income from; 0 Leese/Rent El Contract ❑ Mineral rights ❑• Other (please explaln): WHAT WAS THE CONDITION OF THE PROPERTY AT THE TIME OF SALE? IAGood ❑ Average ❑ Fair ❑ Poor Please explain the physical condition of the property and provide any other Information (such as restrictions, etc,) that would assist the Assessor In determining the value of the property: I CERTIFICATION OWNERSHIP TYPE (✓) Partnership p ❑ 1 certify that the foregoing Is true, correct and complete to the best of my knowledge and belief, Partnership © OlloriLL C ❑" This declaration is binding on each and every co-owner and/or partner. . Ottherher NAME OF NEW OWNER/CORPORATE OFFIOER ()mnc;tcl E. Fria TITLE�1,, 1ACtAd ;gel. Mevo6er SIGNATURE OF NEW OWNER/CORPORATE OPFAER e -� �.�d.�__ DATE 3 O IE _ .NAME OF ENTRY (typed orptlnled) C-4a+e AvU LI-C PMP PEpatiAL MPLOYP.R ID NUMBER a(o_ 353qqD3 clan iZeoi s ADDRESS (lyped arpdntedl IE-MAIL ADDRESS (opdond) DATE ',I ►bl,u: 7>ct z.. lvwot:d 9\%4 �,aAn 44n ('.A 1OA (NOTE: The Assessor may contact you for additional Information.) It a document evidencing is change of ownership. Is presented to the recorderterreoordation without the concurrent filing of a preliminary change of ownership report, the recorder may charge an additional recording fee of twenty dollars ($20). BOE-502-A (BACK) REV. 8 (10-05) ASSR-70 (Rev. 05100) STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT HE MADE A PART OF THE PF,RMANFNT RECORD IN THE OFFICE OF THE COUNTY RECORDER PURSUANT TO SECi'ION 11932 R & T CODE. TO: Registrar Recorder County of: Los Angeles APN: por 6308-017-906; 6308-017-907 REQUEST IS HEREBY MADE IN ACCORDANCE WITH THE PROVISIONS OF THE DOCUMENTARY TRANSFER TAX ACT THAT THE AMOUNT OF TAX DUE NOT BE SHOWN ON THE ORIGINAL DOCUMENT WHICH NAMES: City of Vernon, a body corporate and politic (One Grantor or Lessor Noran Real Estate Holdings LLC (One Grantee or Lessee) PROPERTY DESCRIBED IN THE ACCOMPANYING DOCUMENT IS LOCATED 1N THE: xxx City of Vernon Unincorporated Area: THE AMOUNT OF TAX DUE ON THE ACCOMPANYING DOCUMENT IS: $15, 840.00 L. A. County 80 $15, 840.00 TOTAL ( XX.) Computed on Full Value of Property conveyed OR ( ) Computed on Full value Less Liens and encumbrances remaining at the time of sale. SIGNATLff OF DECLARANT OR AGENT: BY: Name typed: Tina DeBow, Sr. Escrow Officer North American Title Company 101 N. Brand Blvd., #1800 Glendale, CA 91203 Order No. 910066327-X49 Escrow No. 981984-TD AFTER PERMANENT RECORD IS MADE, THIS FORM WILL BE AFFIXED TO THE CONVEYING DOCUMENT AND RETURNED WITH IT.