Resolution No. 2010-031RESOLUTION NO. 2010-31
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
A FIRST AMENDMENT TO 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, on December 21, 2009, the City Council of the City
of Vernon adopted Resolution No. 10,125 approving a Purchase.and Sale
Agreement and Escrow Instructions (the `Agreement") with C.R. Laurence
Co., Inc. ("CR Laurence") for the sale of certain real property in the
City commonly known as 2200 55t1 Street and 2001 57th Street in the City
of Vernon (the "Property"); and
WHEREAS, prior to the close of escrow, CR Laurence requested
a minor adjustment to the property line to improve truck
maneuverability on the Property and the City desires to grant the
request; and
WHEREAS, to reflect the lot line adjustment, the Agreement
needs to be amended to incorporate a new legal description of the
Property; and
WHEREAS, since the original due diligence period will end
prior to the City Council's consideration of the lot line adjustment,
CR Laurence is also requesting that the Agreement be amended to extend
the due diligence period to February 25, 2010; and
WHEREAS, CR Laurence has requested that two additional
documents be added to the list of due diligence materials delivered to
them; and
WHEREAS, by Staff Report dated February 17, 2010, the
Director of Community Services & Water has recommended the approval of
a first amendment to the Agreement to implement the sale of the
Property.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION l: 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 First Amendment to the Agreement (the "Amendment"), in
substantially the form attached hereto as Exhibit A and authorizes the
City Administrator,or his designee, to negotiate with CR Laurence
modifications to the Amendment 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 Amendment for,
and on behalf of, the City of Vernon as attached in Exhibit A, or
alternatively, to execute a modified Amendment 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.
-2-
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send the fully executed
Amendment to CR Laurence.
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 22nd day of February, 2010.
AT ST:
MANUELA GIRON, City Clerk
04
Hilario Gonzales
Name:
Title: Mayor / - T �
-3-
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. 2010-31,
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,
February 22, 2010, and thereafter was duly signed by the Mayor or Mayor
Pro-Tem of the City of Vernon.
Executed this day of February, 2010, at Vernon, California.
(SEAL)
MANUELA GIRO , City Clerk
Z�
EXHIBIT A
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
[2200 55TH STREET AND 2001 57TH STREET]
This First Amendment to Purchase and Sale Agreement and Escrow Instructions [2200
55th Street and 2001 57th Street] (this "Amendment") is made and entered into as of February
_, 2010, by and between the City of Vernon, a California charter city and municipal corporation
("Seller"), and C.R. Laurence Co., Inc., a California corporation ("Buyer"), with reference to the
facts set forth below.
RECITALS
A. Seller and Buyer entered into that certain Purchase and Sale Agreement and
Escrow Instructions [2200 55th Street and 2001 57th Street] dated as of December 21, 2009 (the
"Original Agreement" and, together with this Amendment, collectively, the "Agreement"),
pursuant to which Buyer agreed to acquire fee title to certain real property from Seller in the City
of Vernon, California.
B. The parties desire to amend the Original Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Buyer agree that the Original Agreement is amended
and modified as follows:
AMENDMENT
1. Definitions. All defined terms used herein without definition shall have the
meaning ascribed to them in the Original Agreement. From and after the date hereof, all
references in the Original Agreement to the term "Agreement" shall mean the Original
Agreement and this Amendment.
2. Due Diligence Period. Notwithstanding anything to the contrary set forth in the
Agreement or in this Amendment, Seller and Buyer hereby acknowledge and agree that the Due
Diligence Period shall expire on February 25, 2010.
3. Legal Description.. The legal description of the Land contained in Exhibits A, B
and C attached to the Original Agreement is hereby deleted in its entirety and replaced with the
legal description contained in Exhibit A attached hereto and incorporated herein.
4. Due Diligence Documents, Schedule B attached to the Original Agreement is
hereby deleted in its entirety and replaced with the Schedule B attached hereto and incorporated
herein.
5. Effect Upon Purchase Agreement. Except as amended by this Amendment, the
Original Agreement shall remain unmodified. The Original Agreement, as amended by this
Amendment, shall be of full force and effect.
101215801.1
City of Vernon /C.R. Laurence Co., Inc.
First Amendment to Purchase and Sale Agreement
27458-00058
6. Miscellaneous. This Amendment may be .executed in any number of
counterparts, each of which so executed shall be deemed an original, but all of which when taken
together shall constitute but one Amendment. This Amendment may be executed and delivered
by facsimile counterparts, each of which shall have the same validity as an original counterpart.
IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as of the
date first written above.
Buyer:
C.R. LAURENCE CO., INC.,
a California corporation
IN
By:
Donald E. Friese, Chief Executive Officer
Lloyd W. Talbert, President
Seller:
CITY OF VERNON,
California charter city and municipal corporation
Hilario Gonzales, Mayor
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Richards, Watson & Gershon,
a professional corporation
ME
City Attorney
101215801.1 2
City of Vernon / C.R. Laurence Co.' Inc.
First Amendment to Purchase and Sale Agreement
27458-00058
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
[To be attached]
101215801.1 Exhibit A
City of Vernon / C.R. Laurence Co., Inc.
First Amendment to Purchase and Sale Agreement
27458-00058
SCHEDULE B
LIST OF DUE DILIGENCE MATERIALS DELIVERED TO BUYER
DATE
CONSULTANT
TITLE
ADDRESS
09-11-1997
Flour Daniel GTI
Soil Backfill, Former
2001 E. 57th Street
UST Site
05-21-2007
Patriot Environmental
Limited Asbestos
2001 E. 57th Street
Inspection and Audit
06-07-2007
Waterston Environmental
Closure Work Plan
2001 E. 57th Street
for Hazardous
Materials Permit
09-11-2007
Waterston Environmental
Phase I & II Work
2001 E. 57th Street
Plan
10-18-2007
Waterstone Environmental
Phase II Sampling
2001 E. 57th Street
Report
10-16-2007
PIC
Phase II Soil
2001 E. 57th Street
Investigation
11-13-2007
PIC
Phase I & II
2200-2300 E. 55th St.
11-20-2007
PIC
Phase I & II
2001 E. 57th Street
12-03-2007
Waterstone Environmental
Closure of Hazardous
2001 E. 57th Street
Materials Permit
1-25-2008
Waterstone Environmental
Addendum to Closure
2001 E. 57th Street
Work Plan For
Hazardous Materials
Permit
8-12-2008
PIC -
Clarifier Closure
2001 E. 57th Street
Work Plan
10-14-2008
Patriot Environmental
Asbestos Abatement
2001 E. 57th Street
12-17-2008
PIC
Clarifier Closure
2001 E. 57th Street
01-12-2009
PIC
Soil Excavation
2001 E. 57th Street
Sampling &
Remediation Report
01-29-2009
PIC
Closure Letter to PIC
2001 E. 57th Street
from the City of
Vernon's Health &
Environmental
Control Department
with respect to soil
excavation, sampling
101215801.1
Schedule B
City of Vernon / C.R.
Laurence Co., Inc.
First Amendment to Purchase
and Sale Agreement
27458-00058
and remediation
01-29-2009 PIC Closure Letter to PIC 2001 E. 57th Street
from the City of
Vernon's Health &
Environmental
Control Department
with respect to
clarifier closure
geologic report
101215801.1 Schedule B
City of Vernon /C.R. Laurence Co., Inc.
First Amendment to Purchase and Sale Agreement
27458-00058
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
February 23, 2010
C. R. Laurence Company, Inc.
Attn: Don Friese/Lloyd Talbert
2503 East Vernon Avenue
Vernon, CA 90058
Re: First Amendment to Purchase and Sale Agreement and Escrow Instructions- 2200 55th
Street and 2001 571h Street
Dear Sirs:
Transmitted herewith is a fully executed First Amendment to Purchase and Sale Agreement and
Escrow Instructions approved by City Council on February 22, 2010.
If you have any questions regarding this matter, please call Mr. Samuel Kevin Wilson, at (323)
583-8811 ext. 245.
aDeputy
rney/Risk Manager
WY:dj
c: Jim G. Grayson, Esq.
Kirsten M. Solberg, Esq.
S. Kevin Wilson
Resolution No. 2010-31
Agreement No. 10-017
Ex_dusively Industrial -
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
[2200 55TH STREET AND 2001 57TH STREET]
This First Amendment to Purchase and Sale Agreement and Escrow Instructions [2200
55th Street and 2001 57th Street] (this "Amendment") is made and entered into as of February
2Z 2010, by and between the City of Vernon, a California charter city and municipal corporation
("Seller"), and C.R. Laurence Co., Inc., a California corporation ("Buyer"), with reference to the
facts set forth below.
RECITALS
A. Seller and Buyer entered into that certain Purchase and Sale Agreement and
Escrow Instructions [2200 55th Street and 2001 57th Street] dated as of December 21, 2009 (the
"Original Agreement" and, together with this Amendment, collectively, the "Agreement"),
pursuant to which Buyer agreed to acquire fee title to certain real property from Seller in the City
of Vernon, California.
B. The parties desire to amend the Original Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Buyer agree that the Original Agreement is amended
and modified as follows:
AMENDMENT
1. Definitions. All defined terms used herein without definition shall have the
meaning ascribed to them in the Original Agreement. From and after the date hereof, all
references in the Original Agreement to the term "Agreement" shall mean the Original
Agreement and this Amendment.
2. Due Diligence Period. Notwithstanding anything to the contrary set forth in the
Agreement or in this Amendment, Seller and Buyer hereby acknowledge and agree that the Due
Diligence Period shall expire on February 25, 2010.
3. Legal Description. The legal description of the Land contained in Exhibits A, B
and C attached to the Original Agreement is hereby deleted in its entirety and replaced with the
legal description contained in Exhibit A attached hereto and incorporated herein.
4. Due Diligence Documents. Schedule B attached to the Original Agreement is
hereby deleted in its entirety and replaced with the Schedule B attached hereto and incorporated
herein.
5. Effect Upon Purchase Agreement. Except as amended by this Amendment, the
Original Agreement shall remain unmodified. The Original Agreement, as amended by this
Amendment, shall be of full force and effect.
101215801.1
City of Vernon / C.R. Laurence Co., Inc.
First Amendment to Purchase and Sale Agreement
27458-00058
6. Miscellaneous. This Amendment may be executed in any number of
counterparts, each of which so executed shall be deemed an original, but all of which when taken
together shall constitute but one Amendment. This Amendment may be executed and delivered
by facsimile counterparts, each of which shall have the same validity as an original counterpart.
IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as of the
date first written above.
Buyer:
C.R. LAURENCE CO., INC.,
a California corporation
B_
Donald E. Friese, Chie Executive Officer
By:
Lloyd W. Talbert, President
Seller:
CITY OF VERNON,
California charter city and municipal corporation
By: ' 7
Hilario Gonzales, ayor
ATTEST:
Manuela Giron, City derk
APPROVED AS TO FORM:
Richards, Watson & Gershon,
a professi a cor rationn,
By:
(� 1
City Attorney
101215801.1 2
City of Vernon / C.R. Laurence Co., Inc.
First Amendment to Purchase and Sale Agreement
27458-00058
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:
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 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
BOOK 28, PAGES 2 AND 3 OF MAPS IN THE COUNTY RECORDER OF SAID COUNTY,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
101215801.1 Exhibit A
City of Vernon / C.R. Laurence Co., Ina
First Amendment to Purchase and Sale Agreement
27458-00058
BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 1; THENCE ALONG THE
NORTHERLY LINE OF LOT 1, NORTH 89e 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 34.83 FEET TO TIE 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 Oe 02' 15" WEST
ALONG THE WESTERLY LINE OF SAID LAST MENTIONED TRACT OF LAND, 32
FEET; THENCE SOUTH 89e 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 89e 42' 30" EAST, 278.53' MORE OR LESS, TO A POINT IN THE EAST
LINE OF LOT 3; THENCE NORTH Oe 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 89e 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.
101215801.1 Exhibit A
City of Vernon / C.R. Laurence Co., Inc.
First Amendment to Purchase and Sale Agreement
27458-00058
EXHIBIT B
SCHEDULE B
LIST OF DUE DILIGENCE MATERIALS DELIVERED TO BUYER
DATE
CONSULTANT
TITLE
ADDRESS
09-11-1997
Flour Daniel GTI
Soil Backfill, Former
2001 E. 57th Street
UST Site
05-21-2007
Patriot Environmental
Limited Asbestos
2001 E. 57th Street
Inspection and Audit
06-07-2007
Waterstone Environmental
Closure Work Plan
2001 E. 57th Street
for Hazardous
Materials Permit
09-11-2007
Waterstone Environmental
Phase I & II Work
2001 E. 57th Street
Plan
10-18-2007
Waterstone Environmental
Phase II Sampling
2001 E. 57th Street
Report
10-16-2007
PIC
Phase 11 Soil
2001 E. 57th Street
Investigation
11-13-2007
PIC
Phase I & II
2200-2300 E. 55th St.
11-20-2007
PIC
Phase I & II
2001 E. 57th Street
12-03-2007
Waterstone Environmental
Closure of Hazardous
2001 E. 57th Street
Materials Permit
1-25-2008
Waterstone Environmental
Addendum to Closure
2001 E. 57th Street
Work Plan For
Hazardous Materials
Permit
8-12-2008
PIC
Clarifier Closure
2001 E. 57th Street
Work Plan
10-14-2008
Patriot Environmental
Asbestos Abatement
2001 E. 57th Street
12-17-2008
PIC
Clarifier Closure
2001 E. 57th Street
01-12-2009
PIC
Soil Excavation
2001 E. 57th Street
Sampling &
Remediation Report
01-29-2009
PIC
Closure Letter to PIC
2001 E. 57th Street
from the City of
Vernon's Health &
Environmental
Control Department
with respect to soil
excavation, sampling
101215801.1
Schedule
B
City of Vernon / C.R.
Laurence Co., Inc.
First Amendment to Purchase and Sale Agreement
27458-00058
and remediation
01-29-2009 PIC Closure Letter to PIC 2001 E. 57th Street
from the City of
Vernon's Health &
Environmental
Control Department
with respect to
clarifier closure
geologic report
101215801.1 Schedule B
City of Vernon / C.R. Laurence Co., Inc.
First Amendment to Purchase and Sale Agreement
27458-00058
0
DATE:
TO:
FROM:
RE:
STAFF REPORT
APPROVED r--c�0 2 ? u CITY COUNCIL
F `, F 111
"EB 1 8 2010
CITY CLERK'S OFFICE
COMMUNITY SERVICES & WATER DEPARTMENT
February 17, 2010
Honorable Mayor and City Council
Samuel Kevin Wilson, Director of Community Services & Water
C.R. Laurence — Purchase and Sale Agreement
The City of Vernon and C.R. Laurence have entered into a purchase and sale agreement for the
property located at 2200 55th Street and 2001 57"d Street.
C.R. Laurence has requested a minor adjustment in the property line to improve truck
maneuverability on the site they will be purchasing. City staff has prepared a new lot line adjustment to
accommodate the request.
The purchase and sale agreement must be amended to reflect the new legal descriptions of the
property to be sold to C.R. Laurence. In addition, the City is scheduled to approve the lot line adjustment
at the February 22, 2010 meeting, this will be past the end of the original due diligence period. Therefore,
C.R. Laurence is requesting that the purchase and sale agreement be amended to extend the due diligence
period to February 25, 2010. Lastly C.R. Laurence has requested that two additional documents be added
to the list of due diligence materials delivered to the buyer. Exhibit B of the purchase and sale agreement
has been amended to include the two documents.
The City Attorneys office has prepared a first amendment to the purchase and sales agreement,
attached herewith, which would make the necessary changes to the agreement.
It is hereby recommended that the first amendment to the purchase and sale agreement be
approved by City Council.
SKW/cm
Enclosure R FEC�l ED
82010
r_r 2u7
CITY CLERK'S OFFICE
COMMUNITY SERVICES & WATER DEPARTMENT
DATE: February 17, 2010
TO: Donal O'Callaghan, City Administrato
FROM: Samuel Kevin Wilson" ;Director of Community Services & Water
RE: C.R. Laurence — Purchase and Sale Agreement
The City of Vernon and C.R. Laurence have entered into a purchase and sale agreement for the
property located at 2200 55th Street and 2001 57nd Street.
C.R. Laurence has requested a minor adjustment in the property line to improve truck
maneuverability on the site they will be purchasing. City staff has prepared a new lot line adjustment to
accommodate the request.
The purchase and sale agreement must be amended to reflect the new legal descriptions of the
property to be sold to C.R. Laurence. In addition, the City is scheduled to approve the lot line adjustment
at the February 22, 2010 meeting, this will be past the end of the original due diligence period. Therefore,
C.R. Laurence is requesting that the purchase and sale agreement be amended to extend the due diligence
period to February 25, 2010. Lastly C.R. Laurence has requested that two additional documents be added
to the list of due diligence materials delivered to the buyer. Exhibit B of the purchase and sale agreement
has been amended to include the two documents.
The City Attorneys office has prepared a first amendment to the purchase and sales agreement,
attached herewith, which would make the necessary changes to the agreement.
It is hereby recommended that the first amendment to the purchase and sale agreement be
approved by City Council.
SKW/cm
Enclosure
FEB 1 i
LU f�i
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
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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.
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.
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
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Exhibit `B"
Description of License Area
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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
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CAF30217A45077F8 - 0000001892091172
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As of Date: 03/16/2010
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Transaction Type: Incoming Money Transfer
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Amount 1.4,211,380.00
Reference One: 100316006752
Exit
Reference Two: 019093
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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:
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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
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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
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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
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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