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Resolution No. 2011-032RESOLUTION NO. 2011-32 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING THE EXECUTION OF AN ASSIGNMENT AND ASSUMPTION AGREEMENT BY AND BETWEEN THE CITY- -OF VERNON AND THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON TO CONVEY RIGHTS -UNDER AN OPTION AGREEMENT FOR THE PURCHASE OF PROPERTY LOCATED AT 4850-5050 PACIFIC BOULEVARD WHEREAS, the City of Vernon (the "City") is a municipal corporation and a chartered city of the State of California organized and existing under its Charter and the Constitution of the State of WHEREAS, City -may under its general powers, as set forth in its charter, undertake all actions with respect to municipal affairs, without limitation, which may lawfully be taken; and WHEREAS, City may also take any actions necessary for the benefit of the public health and safety; and WHEREAS, City may purchase and sell property for its corporate purposes or in its proprietary capacity; and WHEREAS, the Redevelopment Agency of the:City of Vernon ("Agency") is engaged in activities necessary or appropriate to carry out the California Community Redevelopment Law '(Health--=& Safety -Code Sections 33000, et seq.) within -City; and WHEREAS, the City entered into an Agreement for Grant of Option dated August 18, 2010 (the "Option Agreement")., pursuant to which the City was granted an option to purchase property located at 4850-5050 Pacific Boulevard in the City of Vernon legally -described in Exhibit A attached hereto and incorporated herein by reference (the "Property"); and WHEREAS, the City exercised its option under the Option Agreement and executed the Escrow Instructions, permitting the City to close escrow on the Property on or before May 3, 2011; and WHEREAS, the Option Agreement and Escrow Instructions permit the City to assign to Agency, and Agency to assume, all rights, obligations, and liabilities under the Option Agreement; and WHEREAS, the City desires to enter into an Assignment and Assumption Agreement ("Assignment Agreement") with Agency pursuant to which the City assigns, sets over.and transfers to,Agency, and Agency hereby takes and accepts from the City, all of the City's rights, idle and in erest in, to and under the Option Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true -and correct. SECTION 2: The City Council hereby approves the execution of the Assignment Agreement, a copy of which is attached hereto as Exhibit B and incorporated by reference. SECTION 3: The -City Council of the City of Vernon hereby authorizes the Mayor or the Mayor Pro-Tem to execute said agreement for, and on behalf of, the City of Vernon and the 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 purpose of this Resolution and the transactions herein approved or authorized. - 2 - SECTION 5: 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 7th day of March, 2011. ATTE Willard G. Yama i, 'ty Clerk Name: Hilario Gonzales Title: Mayor /--i a7 r— D-r - 3 - STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do . hereby certify that the foregoing Resolution, being Resolution No. 2011-32, was duly passed, approved and adopted by the City Council of the City of Vernon at a special meeting of the City Council duly held on Monday, March 7, 2011, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of March, 2011, at Vernon, California. (SEAL) Wi lard G. tdm g chi, ity Clerk - 4 - EXHIBIT A EXHIBIT A LEGAL DESCRIPTION OF PROPERTY PARCEL A: PARCELI: THE NORTHERLY 60 FEET OF LOTS 12, 13, 14, 15 AND 16 AND THE EASTERLY HALF OF THE NORTHERLY 60 FEET OF THE ALLEY RUNNING NORTH AND SOUTH, NOW VACATED IN BLOCK 29, OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES,, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1I PAGE 6 OF -MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO THAT PORTION OF 51ST STREET, NOW VACATED, LYING EAST OF PACIFIC BOULEVARD AND LYING BETWEEN BLOCKS 29 AND 30 OF SAID HUNTINGTON PARK EXTENSION NO. 2. EXCEPT THE-SOUTH_HALFOF THE -WEST 147.50-FEET -OF SAID -PORTION -OF 5-1-ST-STREET. --- ALSO EXCEPT THAT PORTION OF LOT 1.2, BLOCK 29, AND OF SAID VACATED STREET INCLUDED IN THE 17 FOOT STRIP CONVEYED TO THE ATCHISON TOPEKA AND SANTA FE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS. PARCEL 2: LOTS 5 AND 6, IN BLOCK 29, HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF.LOS ANGELES, STAVE OF CALIFORNIA, AS PER MAP RECORDED IN,13OOK 11 PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDED OF SAID COUNTY. ALSO THOSE PORTIONS OF THE SOUTH HALF OF 51ST STREET AND OF THE WEST HALF OF THE 15 FOOT ALLEY RUNNING NORTH AND SOUTH IN SAID BLOCK, NOW VACATED, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER_ OF SAID LOT 6; THENCE NORTH ALONG THE PROLONGATION OF THE 3+xJE-ST LINE OF SAID LOT -30 FEET TO THE CENTER LINE OF 51 ST STREET, AS SHOWN ON' SAID MAP; THENCE EAST ALONG SAID CENTER LINE 147.5 FEET TO A POINT IN THE NORTH PROLONGATION ­OF THE -CENTERLINE OF SAID ALL, THENCE SOUTH ALONG SAID --LAST MENTIONED CENTER LINE TO A POINTIN THE EAST PROLONGATION OF THE SOUTH LINE OF SAID LOTS; THENCE WEST 7.60 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE NORTH TO THE NORTHEAST CORNER -OF SAID LOT 6; THENCE WEST 140 FEET TO THE BEGINNING, PARCEL 3: LOTS 1, 2, 7, 8, 9, 10, 11 AND THE SOUTH 55 FEET OF LOTS 12, 13, 14, 15, 16 AND ALSO THE ALLEY RUNNING EAST AND WEST NOW VACATED, ALSO THE SOUTH 100 FEET OF THE WEST ONE-HALF, AND THE SOUTH 200 FEET OF THE EAST ONE-HALF OF THE ALLEY RUNNING NORTH AND SOUTH NOW VACATED, ALL IN BLOCK 30 OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THOSE PORTIONS OF LOTS 11 AND 12, BLOCK 30, AND THE VACATED STREET AND ALLEY INCLUDED IN THE BOUNDARY OF THE 17 FOOT STRIP CONVEYED TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY CO., BY DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL B: LOTS 3 AND 4 IN BLOCK 30 OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP,RECORDED IN BOOK 11 PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THE WEST HALF OF THE ADJOINING ALLEY, NOW VACATED, TITLE TO WHICH WOULD PASS WITH THE LEGAL CONVEYANCE OF SAID LOTS 3 AND 4. PARCEL C: LOTS 5 AND 6 AND THE NORTH 75 FEET OF LOTS 12, 13, 14, 15 AND 16, ALL IN BLOCK 30 OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF 'VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO THE NORTHERLY 75 FEET OF THE NORTH AND SOUTH ALLEY NOW VACATED, IN SAID BLOCK 30, AND ALSO THE SOUTHERLY 25 FEET OF 50TH STREET, -LYING BETWEEN THE NORTH LINE OF SAID BLOCK 30 AND THE SOUTH LINE OF BLOCK 35 OF HUNTINGTON PARK EXTENSION NO. 2, NOW VACATED. EXCEPT THE WEST 17 FEET OF THE EAST 18 FEET OF THE NORTHERLY 75 FEET OF SAID LOT 12, AS CONVEYED TO ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, BY DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS. ALSO EXCEPT THE EAST 18 FEET OF THE SOUTHERLY 25 FEET OF SAID VACATED 50TH STREET. "PARCEL ..D: LOTS 1 AND 2 OF TRACT NO. 11254, IN THE CITY OF VERNON, CO & ST IN BOOK 206 PAGE 17 OF MAPS. PARCEL E: PARCEL 1: LOT 1 IN BLOCK 36 OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 6.OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO THAT PORTION OF THE WEST HALF OF THE 15 FOOT ALLEY RUNNING NORTH AND SOUTH IN SAID BLOCK NOW VACATED LYING EASTERLY AND ADJOINING SAID LOT 1. PARCEL 2: LOT 2, THE SOUTH 17 FEET OF LOT 3 AND THE SOUTH 117 FEET OF LOTS 7, 8, 9, 10 AND 11 IN BLOCK 36 OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1.1 PAGE 6 OF SAID MAP RECORDS. ALSO THAT PORTION OF THE WEST HALF OF THE 15 FOOT ALLEY RUNNING NORTH AND SOUTH IN SAID BLOCK NOW VACATED, LYING EASTERLY OF AND ADJOINING SAID LOT 2, AND THE SOUTH 17 FEET OF LOT 3, AND THAT PORTION OF THE EAST ONE HALF OF SAID ALLEY LYING WEST OF AND ADJOINING THE SOUTH 117 FEET OF SAID LOT 7. EXCEPTING FROM THE ABOVE DESCRIBED PORTION OF SAID LOT 11, THE WESTERLY 17 FEET OF THE EASTERLY 18 FEET THEREOF, AS CONVEYED TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, BY DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS. PARCEL 3: AN EASEMENT FOR RAILROAD SPUR TRACK PURPOSES OVER THOSE PORTION OF LOTS 11 AND 12 IN BLOCK 36 AND OF THE 15 FOOT ALLEY RUNNING EAST AND WEST IN SAID BLOCK, NOW VACATED, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE SOUTH 117 FEET OF SAID LOT 11 WITH ALINE PARALLEL WITH AND .DISTANT WESTERLY 18 .FEET, MEASURED AT RIGHT ANGLES FROM THE EAST LINE OF SAID LOT 11, THENCE NORTHERLY PARALLEL WITH THE EAST LINE OF SAID BLOCK, 80 FEET, THENCE SOUTHWESTERLY IN A DIRECT LINE, TO A POINT ON THE NORTH LINE OF THE SOUTH 117 FEET OF SAID LOT 11, DISTANT WEST 850 FEET FROM THE POINT OF BEGINNING, THENCE EAST 8.50 FEET TO THE POINT OF BEGINNING. PARCEL 4: ALL THAT PORTION OF 49TH STREET AS SHOWN ON THE MAP OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, COUNTY -OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGE 6, OF MAPS, IN THE OFFICE,.OF THE COUNTY RECORDER DF SAID COUNTY VACATED BY RESOLUTION NO. 2835, A COPY OF WHICH RECORDED JUNE 10, 1966 AS INSTRUMENT NO.3467, OF OFFICIAL RECORDS. PARCEL F: PARCELI: LOT 4, THE NORTHERLY 33 FEET OF LOT 3, THE NORTHERLY 13 FEET OF LOTS 7 TO 11, INCLUSIVE, THE SOUTHERLY 83 FEET OF LOTS 12 TO 16, INCLUSIVE, IN BLOCK 36 OF THE HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER, ALSO THE 15 FOOT ALLEY, NOW VACATED, EXTENDING EAST AND WEST IN SAID BLOCK AND THE EASTERLY HALF OF THE 15 FOOT ALLEY, NOW VACATED, EXTENDING NORTH AND SOUTH IN SAID BLOCK, LYING WEST OF AND ADJOINING THE NORTHERLY 13 FEET OF LOT 7 AND THE SOUTH 83 FEET OF LOT 16 AND ADJOINING THE 15 FOOT ALLEY FIRST ABOVE MENTIONED IN SAID BLOCK; ALSO THAT PORTION OF THE WEST HALF OF SAID LAST MENTIONED ALLEY LYING EAST OF AND ADJOINING LOT 4 AND THE NORTHERLY 33 FEET OF LOT 3. EXCEPTING FROM THE ABOVE DESCRIBED PORTION OF LOTS 11 AND 12 AND FROM THE 15 FOOT ALLEY, NOW VACATED, EXTENDING EAST AND WEST IN SAID BLOCK, THE WEST 17 FEET OF THE EAST 18 FEET THEREOF, AS DESCRIBED IN DEED TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED IN BOOK 5956 PAGE 311 OF DEEDS, RECORDS OF SAID COUNTY. PARCEL 2: THE SOUTHERLY 45 FEET OF LOT 5 IN SAID BLOCK 36 OF SAID HUNTINGTON PARK EXTENSION NO. 2, IN SAID CITY, COUNTY AND STATE; ALSO THAT PORTION OF THE WEST HALF OF THE 15 FOOT ALLEY, NOW VACATED, EXTENDING NORTH AND SOUTH IN SAID BLOCK, LYING EASTERLY AND ADJOINING THE SOUTHERLY 45 FEET OF SAID LOTS. PARCEL.3: THE SOUTHERLY 17 FEET OF THE NORTHERLY 47 FEET OF LOTS 12 TO 16, INCLUSIVE, AND THE EASTERLY HALF OF .THE SOUTHERLY ,17 .FEET .OF THE NORTHERLY 47 FEET OF ,THE ALLEY ADJOINING SAID LOT 16 ON THE WEST, EXTENDING NORTH AND SOUTH, NOW VACATED, IN SAID BLOCK 36 OF SAID HUNTINGTON PARK EXTENSION NO. 2, IN SAID CITY, COUNTY AND STATE. EXCEPTING FROM THE ABOVE DESCRIBED PORTION OF SAID LOT _1.2, THE WESTERLY 17 FEET OF THE EASTERLY 18 FEET THEREOF, AS CONVEYED TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, AS PER DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS. PARCEL 4: A RIGHT OF WAY FOR RAILROAD TRACK PURPOSES OVER THOSE PORTIONS OF LOT .12 IN SAID BLOCK 36 AND FORTY-EIGHT STREET, VACATED, NOW LEONIS -BOULEVARD, ADJOINING SAID LOT 12 ON THE NORTH, OF SAID HUNTINGTON PARK EXTENSION NO. 2, IN SAID CITY, COUNTY AND STATE, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE NORTHERLY 30 FEET OF SAID -LOT 12 WITH A LINE PARALLEL WITH AND DISTANT WESTERLY 18 FEET, MEASURED AT RIGHT ANGLES TO THE EASTERLY LINE OF SAID LOT 12; THENCE NORTHERLY -PARALLEL WITH THE EASTERLY LINE OF SAID LOT 12, 60 FEET; THENCE WESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID LOT 12, 8.5 FEET; THENCE SOUTHWESTERLY IN A DIRECT LINE TO A POINT IN A LINE PARALLEL WITH AND DISTANT SOUTHERLY 30 FEET FROM AND MEASURED AT RIGHT ANGLES TO THE NORTHERLY LINE OF SAID LOT 12, DISTANT THEREON WESTERLY 17 FEET FROM THE POINT OF BEGINNING; THENCE EASTERLY ALONG SAID PARALLEL LINE 17 FEET TO THE POINT OF BEGINNING. PARCEL 5: A RIGHT OF WAY FOR .RAU-ROAD SPUR TRACK PURPOSES OVER THE PORTION OF LOT 11 IN BLOCK 41 AND THAT PORTION OF FORTY EIGHTH STREET, VACATED, NOW LEONIS BOULEVARD, ADJOINING SAID LOT II ON THE SOUTH OF SAID HUNTINGTON PARK EXTENSION NO. 2, IN SAID CITY, COUNTY AND STATE, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE SOUTH 30 FEET OF SAID FORTY- EIGHTH STREET, VACATED, NOW LEONIS BOULEVARD, WITH A LINE PARALLEL WITH AND DISTANT WESTERLY 18 FEET MEASURED AT RIGHT ANGLES, TO THE EASTERLY LINE OF SAID FORTY-EIGHTH STREET, VACATED, NOW LEONIS BOULEVARD; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID LOT 11, 80 FEET; THENCE SOUTHWESTERLY IN A DIRECT LINE TO A POINT IN THE NORTH LINE OF SAID SOUTH 30 FEET OF SAID FORTYEIGHTH STREET, VACATED, NOW LEONIS BOULEVARD, DISTANT WESTERLY THEREON, 8.50 FEET FROM THE POINT OF BEGINNING; THENCE EASTERLY ALONG SAID LINE 8.50 FEET TO THE POINT OF BEGINNING. END OF LEGAL DESCRIPTION EXHIBIT B ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made as of March _, 2011 by and between the City of Vernon ("Assignor"), and the Redevelopment Agency of the City of Vernon ("Assignee"). RECITALS: 1. WHEREAS, Assignor has entered into that certain Agreement for Grant of Option (the "Option Agreement"), dated as of August 48, 2010, between Pacific XC, ­L.P. as "Seiler" and Assignor as "Buyer" pursuant to which Seller has granted to Assignor the option to purchase the real property described in Exhibit A attached hereto (the "Property"), 2. WHEREAS, Assignor exercised its option under the Option Agreement and executed the Escrow Instructions on December 13, 2010. 3. WHEREAS, the Option Agreement and Escrow Instructions permit Assignor to assign to Assignee, and Assignee to assume, all rights, obligations, and liabilities under the Option Agreement. 4. WHEREAS, all initially capitalized terms used and not defined'herein shall have the meanings set forth for them in the Option Agreement. NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and conditions herein contained, the parties hereto (together, the "Parties.," and each sometimes a "Party") hereby act and agree as follows: 1. Assignment. Assignor hereby assigns, sets over and transfers to Assignee, and As- signee hereby takes and accepts from Assignor, all of Assignor's rights, title and interest in, to and under the Option Agreement and Escrow Instructions. .2. Assumption of Obligations and Liabilities by As�jgnee. Assignor hereby assigns, sets over and transfers to Assignee, and Assignee hereby assumes from Assignor, all of the obligations and liabilities of Assignor under the Option Agreement and Escrow -Instructions. 3. Counterparts. Separate counterparts of this Assignment Agreement may be separately signed , by Assignor and Assignee, all with the same effect as though the same counterpart had been signed simultaneously by both Assignor and Assignee. 'Signed copies of this Assignment Agreement exchanged by facsimile transmission or electronic portable document format (pdf) signatures via email shall be binding as if the same -were an original signature. 4. Entire Agreement. This Assignment Agreement is the complete and final integration of all agreements and understandings between the Parties regarding the subject matter herein. 5. California Law. This Assignment Agreement shall be construed and enforced under the laws of the State of California in effect at the time of the signing of this Assignment Agreement. 6. BindingEffect. ffect. This Assignment Agreement shall be binding upon and inure to the benefit of each of the Assignor and Assignee and its respective successors and assigns. 7. Authority. Each individual executing and delivering this Assignment Agreement on behalf of a Party hereby represents and warrants to the other Party that such individual has been duly authorized and empowered to make such execution and delivery. [REMINDER OF PAGE LEFT INTENTIONALLY BLANK] I IN WITNESS WHEREOF, the Parties have caused this Assignment Agreement to be executed and delivered by their respective representatives, thereunto duly authorized, as of the date first above written. ASSIGNOR: City of Vernon By: Name: Hilario Gonzales Title: Mayor APPROVED AS TO FORM: LATHAM & WATKINS LLP Attorney for City of Vernon David A. Goldberg, Esq. ATTEST: Willard G. Yamaguchi, City Clerk ti, ASSIGNEE: The Redevelopment Agency of the City of Vernon By: Name: Hilario Gonzales Title: Chairman APPROVED AS TO FORM: Attorney for Redevelopment Agency Michael Montgomery, Esq. ATTEST: Willard G. Yamaguchi, Secretary EXHIBIT A LEGAL DESCRIPTION OF PROPERTY PARCEL A: PARCEL l: THE NORTHERLY 60 FEET OF LOTS 12, 13, 14, 15 AND 16 AND THE EASTERLY HALF OF THE NORTHERLY 60 FEET OF THE ALLEY RUNNING NORTH AND SOUTH, NOW VACATED IN BLOCK 29, OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO THAT PORTION OF 51ST STREET, NOW VACATED, LYING EAST OF PACIFIC BOULEVARD AND LYING BETWEEN BLOCKS 29 AND 30 OF SAID HUNTINGTON PARK EXTENSION NO. 2. EXCEPT THE SOUTH HALF OF THE WEST 147.50 FEET OF SAID PORTION OF 51ST STREET ALSO EXCEPT THAT PORTION OF LOT 12, BLOCK 29, AND OF SAID VACATED STREET INCLUDED IN THE 17 FOOT STRIP CONVEYED TO THE ATCHISON TOPEKA AND SANTA FE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS. PARCEL 2: LOTS 5 AND 6, IN BLOCK 29, HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDED OF SAID COUNTY. ALSO THOSE PORTIONS OF THE SOUTH HALF OF 51ST STREET AND OF THE WEST HALF OF THE 15 FOOT ALLEY RUNNING NORTH AND SOUTH IN SAID BLOCK, NOW VACATED, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT-6; THENCE NORTH ALONG THE PROLONGATION. OF THE WEST LINE OF SAID LOT 30 FEET TO THE CENTER LINE -.OF 51ST STREET, AS SHOWN ON SAID MAP; THENCE EAST ALONG SAID CENTER LINE 147.5 FEET TO A POINT IN THE NORTH PROLONGATION OF THE CENTER LINE OF SAID ALLEY; THENCE SOUTH ALONG SAID LASS' MENTIONED CENTER LINE TO A POINT IN THE EAST PROLONGATION OF THE SOUTH LINE OF SAID LOTS; THENCE WEST 7.6.0 FEET TO THE SOUTHEAST CORNER OF `SAID LOT 5; THENCE NORTH TO THE NORTHEAST CORNER OF SAID LOT 6; THENCE WEST-140 FEET TO THE BEGINNING. " PARCEL 3: LOTS 1, 2, 7, 8, 9, 10, 11 AND THE SOUTH 55 FEET OF LOTS 12, 13, 14, 15, 16 AND ALSO THE ALLEY RUNNING EAST AND WEST NOW VACATED, ALSO THE SOUTH 100 FEET OF THE WEST ONE-HALF, AND THE SOUTH 200 FEET OF THE EAST ONE-HALF OF THE ALLEY RUNNING NORTH AND SOUTH NOW VACATED, ALL IN BLOCK 30 OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK I PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THOSE PORTIONS OF LOTS 11 AND 12, BLOCK 30, AND THE VACATED STREET AND ALLEY INCLUDED IN THE BOUNDARY OF THE 17 FOOT STRIP CONVEYED TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY CO., BY DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL B : LOTS 3 AND 4 IN BLOCK 30 OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF ,LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11. PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THE WEST HALF OF THE ADJOINING ALLEY, NOW VACATED, TITLE TO WHICH WOULD PASS WITH THE LEGAL CONVEYANCE OF SAID LOTS 3 AND 4. PARCEL C: LOTS 5 AND 6 AND THE NORTH 75 FEET OF LOTS 12, 13, 14, 15 AND 16, ALL IN BLOCK 30 OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 6 -OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO THE NORTHERLY 75 FEET OF THE NORTH AND SOUTH ALLEY NOW VACATED, IN SAID BLOCK 30, AND ALSO THE SOUTHERLY 25 FEET OF 50TH STREET, LYING BETWEEN THE -NORTH .LINE OF SAID BLOCK 30 AND THE SOUTH LINE OF BLOCK 35 OF HUNTINGTON PARK EXTENSION NO. 2, NOW VACATED. EXCEPT THE WEST 17 FEET OF THE EAST 18 FEET OF THE NORTHERLY 75 FEET OF SAID LOT 12, AS CONVEYED TO ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, BY DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS. ALSO EXCEPT THE EAST 18 FEET OF THE SOUTHERLY 25 FEET OF SAID VACATED 50TH STREET. PARCEL D: LOTS 1 AND 2 OF TRACT NO. 11254, IN THE CITY OF VERNON, CO & ST IN BOOK 206 PAGE 17 OF MAPS. PARCEL E: PARCELI: LOT 1 IN BLOCK 36 OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO THAT PORTION OF THE WEST HALF OF THE 15 ,FOOT ALLEY RUNNING NORTH AND SOUTH IN SAID BLOCK'NOW VACATED LYING EASTERLY AND ADJOINING SAID LOT 1. PARCEL 2: LOT 2, THE SOUTH 17 FEET OF LOT 3 AND THE SOUTH 117 FEET OF LOTS 7, 8, 9, 10 AND 11 IN BLOCK 36 OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, C=OUN=T-Y-OF=LOS =ANGELES,--STATE OF-CAL-IFORNIA AS- PER -MAP =RECORDED -INBOO K1-1 - -- PAGE 6 OF SAID MAP RECORDS. ALSO THAT PORTION OF THE WEST HALF OF THE 15 FOOT ALLEY RUNNING NORTH AND SOUTH IN SAID BLOCK NOW VACATED, LYING EASTERLY OF AND ADJOINING SAID LOT 2, AND THE SOUTH 17 FEET OF LOT 3, AND THAT PORTION OF THE EAST ONE HALF OF SAID ALLEY LYING WEST OF AND ADJOINING THE SOUTH 117 FEET OF SAID LOT 7. EXCEPTING FROM THE ABOVE DESCRIBED PORTION OF SAID LOT 11, THE WESTERLY 17 FEET OF THE EASTERLY 18 FEET THEREOF, AS CONVEYED TO THE ATCHISON, TOPEKA AND SANTA FE.RAILWAY COMPANY, 'BY DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS. PARCEL 3: AN EASEMENT FOR RAILROAD SPUR TRACK PURPOSES OVER THOSE PORTION OF LOTS 11 AND 12 IN BLOCK 36 AND OF THE 15 FOOT ALLEY RUNNING EAST AND WEST IN SAID BLOCK, NOW VACATED, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE SOUTH 11 7--FEET-OF SAID LOT 11 WITH A LINE PARALLEL WITH AND DISTANT WESTERLY 18 FEET, MEASURED AT RIGHT ANGLES FROM THE EAST LINE OF SAID LOT -1 I,_ THENCE NORTHERLY PARALLEL WITH THE EAST LINE OF SAID BLOCK, 80 FEET, THENCE SOUTHWESTERLY IN A DIRECT LINE, TO A POINT ON THE NORTH LINE OF THE SOUTH 1.17 FEET OF SAID LOT 11, DISTANT WEST 850 FEET FROM THE POINT OF BEGINNING, THENCE EAST 8.50 -FEET TO THE POINT OF BEGINNING. PARCEL 4: ALL THAT PORTION OF 49TH STREET AS SHOWN ON THE MAP OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 1 l , PAGE 61 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY VACATED BY RESOLUTION NO. 2835, A COPY OF WHICH RECORDED JUNE 10, 1966 AS INSTRUMENT NO.3467, OF OFFICIAL RECORDS. PARCEL F: PARCEL I: LOT 4, THE NORTHERLY 33 FEET OF LOT 3, THE NORTHERLY 13 FEET OF LOTS 7 TO 11, INCLUSIVE, THE SOUTHERLY 83 FEET OF LOTS 12 TO 16, INCLUSIVE, IN BLOCK 36 OF THE HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFOR:NIA, AS PER MAP RECORDED IN BOOK .11 PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER, ALSO THE 15 FOOT ALLEY, NOW VACATED, EXTENDING EAST AND WEST IN SAID BLOCK AND THE EASTERLY HALF OF THE 15 FOOT ALLEY, NOW VACATED, EXTENDING NORTH AND SOUTH IN SAID BLOCK, LYING WEST OF AND ADJOINING THE NORTHERLY 13 FEET OF LOT 7 AND THE SOUTH 83 FEET OF LOT 16 AND ADJOINING THE 15 FOOT ALLEY FIRST ABOVE MENTIONED IN SAID BLOCK; ALSO THAT PORTION OF THE WEST HALF OF SAID LAST MENTIONED ALLEY LYING EAST OF AND ADJOINING LOT 4 AND THE NORTHERLY 33 FEET OF LOT 3. EXCEPTING FROM THE ABOVE DESCRIBED PORTION OF LOTS 11 AND 12 AND FROM THE 15 FOOT ALLEY, NOW VACATED, EXTENDING EAST AND WEST IN SAID BLOCK, THE WEST 17 FEET OF THE EAST 18 FEET THEREOF, AS DESCRIBED IN DEED TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED IN BOOK 5956 PAGE 311 OF DEEDS, -RECORDS OF SAID COUNTY. PARCEL 2: THE SOUTHERLY 45 FEET OF LOT 5 IN SAID BLOCK 36 OF SAID HUNTINGTON PARK EXTENSION NO. 2, IN SAID CITY, COUNTY AND STATE; ALSO THAT PORTION OF THE WEST HALF OF THE 15 FOOT ALLEY, NOW VACATED, EXTENDING NORTH AND SOUTH IN SAID BLOCK, LYING EASTERLY AND ADJOINING THE SOUTHERLY 45FEET OF SAID LOTS. PARCEL 3: THE SOUTHERLY 17 FEET`OF THE NORTHERLY 47 FEET OF LOTS 12 TO 16, INCLUSIVE, AND THE EASTERLY HALF OF THE SOUTHERLY 17 FEET OF THE NORTHERLY 47 FEET OF THE ALLEY ADJOINING SAID LOT 16 ON THE WEST, EXTENDING NORTH AND ,SOUTH, NOW VACATED, IN SAID BLOCK 36 OF SAID HUNTINGTON PARK EXTENSION NO. 2, IN SAID CITY, COUNTY AND STATE. EXCEPTING FROM THE ABOVE DESCRIBED. PORTION OF SAID LOT 12, THE WESTERLY 17 FEET OF THE EASTERLY 18 FEET THEREOF, AS CONVEYED TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, AS PER DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS. PARCEL 4: A RIGHT OF WAY FOR RAILROAD TRACK PURPOSES OVER THOSE PORTIONS OF LOT 12 IN SAID BLOCK 36 AND FORTY-EIGHT STREET, VACATED, NOW LEONIS BOULEVARD, ADJOINING SAID LOT 12 ON THE NORTH, OF SAID HUNTINGTON PARK EXTENSION NO. 2, IN SAID CITY, COUNTY AND STATE, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE NORTHERLY 30 FEET OF SAID LOT 12 WITH A LINE PARALLEL WITH AND DISTANT WESTERLY 18 FEET, MEASURED AT RIGHT ANGLES TO THE EASTERLY LINE OF SAID LOT 12; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID LOT 12, 60TEET; THENCE WESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID LOT 12, 8.5 FEET; THENCE SOUTHWESTERLY IN A DIRECT LINE TO A POINT IN A LINE PARALLEL WITH AND DISTANT SOUTHERLY 30 FEET FROM AND MEASURED AT RIGHT ANGLES TO THE NORTHERLY LINE OF SAID LOT 12, DISTANT THEREON WESTERLY 17 FEET FROM THE POINT OF BEGINNING; THENCE EASTERLY ALONG SAID PARALLEL LINE 17 FEET TO THE POINT -OF BEGINNING.- = _ ------ -- -- - -- - -- = - - - - --- PARCEL 5: A RIGHT OF WAY FOR RAILROAD SPUR TRACK PURPOSES OVER THE PORTION OF LOT 11 IN BLOCK 41- AND THAT PORTION OF FORTY EIGHTH STREET, VACATED, NOW LEONIS BOULEVARD, ADJOINING SAID LOT 11 ON THE SOUTH OF SAID HUNTINGTON PARK EXTENSION NO.2, IN SAID CITY, COUNTY AND STATE, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE SOUTH 30 FEET OF SAID FORTY-EIGHTH STREET, VACATED, NOW LEONIS BOULEVARD, WITH A LINE PARALLEL WITH AND DISTANT WESTERLY 18 FEET MEASURED AT RIGHT ANGLES, TO THE EASTERLY LINE OF SAID FORTY-EIGHTH STREET, _VACATED, NOW LEONIS BOULEVARD; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID LOT 11, 80 FEET; THENCE SOUTHWESTERLY IN A DIRECT LINE TO A POINT IN" THE NORTH LINE OF SAID SOUTH 30 FEET OF SAID FORTYEIGHTH STREET, VACATED, NOW LEONIS BOULEVARD, DISTANT WESTERLY THEREON, 8.50 FEET FROM THE POINT -OF BEGINNING; THENCE EASTERLY ALONG SAID LINE 8.50 FEET TO THE POINT -OF BEGINNING. END OF LEGAL DESCRIPTION Juarez, Debbie From: Juarez, Debbie Sent: Thursday, March 10, 2011 4:38 PM To: 'Heather. Crossner@lw.com'; 'David. Goldberg @lw.com' Cc: Yamaguchi, Willard; Enomoto, Kristen Subject: Vernon/Xebec - City/RDA Approved Resolution 03-07-11 for Property Located at 4850 - 5050 Pacific Boulevard in the City of Vernon Attachments: Resolution No. ra-401.pdf; Resolution No. ra-400.pdf; Resolution No. 2011-32.pdf Resolution No. Resolution No. Resolution No. ra-401.pdf (234... ra-400.pdf (814... 2011-32.pdf (83... RE: Attorney -Client Privileged and Confidential Page 1 of 3 Juarez, Debbie From: Juarez, Debbie Sent: Wednesday, March 09, 2011 4:21 PM To: 'Heather.Crossner@Iw.com';'David.Goldberg@lw.com' Subject: FW: Vernon/Xebec - City / RDA Approved Resolutions Hello. I just wanted to let you both know that I will have to send you the documents tomorrow after the Mayor signs them. De6orah Juarez Xecords Wanagement Assistant City of Vernon - City Cferk's Office 4305 Santa Ee Avenue Vernon, C 4 90058 (323) 583-8811 From: Enomoto, Kristen Sent: Tuesday, March 08, 2011 6:00 PM To: Suarez, Debbie Cc: Heather.Crossner@lw.com; David.Goldberg@lw.com; Yamaguchi, Willard Subject:-Vernon/Xebec---City-/=RDA-Approved Resolutions =-=- Debbie, When When you have it, can you forward Heather Crossner and David Goldberg (copied on this email) signed copies of the 3/7/11 City and RDA resolutions? Thanks. Kristen From: Heather.Crossner@Iw.com[mailto:Heather.Crossner@iw.com] Sent: Tuesday, March 08, 2011 4:04 PM To: Enomoto, Kristen Cc: David.Goldberg@lw.com Subject: Vernon/Xebec - City / RDA Approved Resolutions Kristen, is there anything stamped from the City approving the attached resolutions that we can keep for ourrecords? Thanks! Heather From: Enomoto, Kristen [mailto:Kenomoto@ci.vernon.ca.us] Sent: Thursday, March 03, 2011 5.:43 PM To: Crossner, Heather (LA) Subject: Attorney -Client Privileged and Confidential Heather, Attached are the full agenda packets for Monday, which include the final versions of the resolutions, agreement, and staff report. Kristen From: Heather.Crossner@lw.com[mailto:Heather.Crossner@lw.com] Sent: Thursday, March 03, 2011 3:20 PM To: Enomoto, Kristen Subject: Attorney -Client Privileged and Confidential 3/10/2011 RE: Attorney -Client Privileged and Confidential Page 2 of 3 Kristen, if you have time, would you mind sending me the docs as revised? Thanks! From: Crossner, Heather (LA) Sent: Wednesday, March 02, 2011 11:01 PM To: Mark C. Whitworth (mwhitworth@ci.vernon.ca.us); Kristen Enomoto (kenomoto@ci.vernon.ca.us); e.fresch@comcast.net; Mike Montgomery Cc: Goldberg, David (LA) Subject: Attorney -Client Privileged and Confidential Team, as discussed, we've prepared a draft Assignment and Assumption Agreement conveying the City's rights under the Xebec Option Agreement to the Redevelopment Agency. We've also prepared a draft resolution for the City Council's approval, and a draft resolution for the RDA's approval, along with associated staff reports Please review and let us know if any revisions are needed. Mike, it would be great if you could review the draft resolution from the RDA and confirm that the findings included are sufficient. Thanks very much, and let us know if you have any questionsl Heather Resolutions «File: hac vernon - City Resolution Approving Assignment(2227580_2_LA).DOC >> «File: hac vernon - RDA Resolution Approving Assignment and Closing(2227569_2 LA).DOC >> Staff Reports «File: Vernon Xebec - City Administrator Staff Report for Assignment Agreement(2227589_2_LA).DOC >> << File: Vernon Xebec - RDA Staff Report for Assignment Agreement(2227598 2_LA).DOC >> Assignment Agreement «File: hac vernon - Assignment Agreement(2225582_2_LA) (2).DOC >> Heather A. Crossner LATHAM & WATKINS LLP 355 South Grand Avenue Los Angeles, CA 90071-1560 Direct Dial: +1.213.891,7742 Fax: +1.213.891:8763 Email: heather. crossnerCcD-lw.com htto://www.1w.com To comply with IRS regulations, we advise you that any discussion of Federal tax issues in this e-mail was not intended or written to be used, and cannot be used by you, (i) to avoid any penalties imposed under the Internal Revenue Code or (ii) to promote, market or recommend to another party any transaction or matter addressed herein. For more information please go to http://www.1w.com/docs/irs.pdf 3/10/2011 RE: Attorney -Client Privileged and Confidential Page 3 of 3 ******************************************************************************* This email may contain material that is confidential, privileged and/or attorney work product for the sole use of the intended recipient. Any review, reliance or distribution by others or forwarding without express permission is strictly prohibited. If you are not the intended recipient, please contact the sender and delete all copies. Latham & Watkins LLP CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files or previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY PROHIBITED. If you have received.this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. 3/10/2011 ASSIGN1V1,NT AND A SUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made as of March 7 , 2011 by and between, the City of Vernon ("Assignor"), and the Redevelopment Agency of the City of Vernon ("Assignee"), 4ECIT,AL. S; 1. WHEREAS, Assignor has entered into that certain Agreement for Grant of Option (the "Option Agreement"), dated as of August 1$, 2410 between Pacific XC, L.P. as "Seller" and Assignor as "Buyer" pursuant to which Seller has granted to Assignor the option to purchase the real property described in Exhibit A attached hereto (the "Property"), 2. WHEREAS, Assignor exercised its option under the Option Agreement and P,XPC11tPli t}la lTcirnvr Trotn.n};n„n .... Te..,...,.L.... y`� nnyn 3. WHEREAS, the Option Agreement and Escrow Instructions permit Assignor to assign to Assignee, and Assignee to assume, all rights,obligations„ and liabilities under the Option Agreement. 4. WHEREAS, all initially capitalized terms used and not defined herein shall have the meanings set forth for theca an the Option Agreement. NOW, THEREFORE, -in consideration of -the foregoing, and of the mutual covenants and conditi ns Herein ,,ontaaned, :the ,parties hereto (together, the "Parties," an each -someti�xies .f `Tarty")hereby act and agreeas follows: 1. Assi ent Assignor hereby assigns, sets over and transfers to Assignee, and As- signee hereby takes and accepts from' Assignor, all of Assignor's rights, title and interest in,: to and under the Option Agreement and -Escrow •Tnstructions, 2. AssumntiongfObligations and Liabilities by Assignee. Assignor hereby assigns, sets over -and transfers -to Assignee, and Assignee hereby. assumes from Assignor, all of the obligations and `liabilities of Assignor Lander the-0-ptipn Agreement and -Escrow Instructions. 3. Counterparts. Separate counterparts -of this Assignment Agreement may be separately signed by Assignor and Assignee, all with the same •elf-eet as though the same counterpart had been sighed siniultaneoasly -by both Assignor and Assignee.' Signed copies -of this Assignment Agreement exchanged 'by facsimile transmission or electronic portable -document format (pdf) signa#ures via emailshall be binding as if the same were an original signature... 4. Entire Agreement. This Assignment Agreement is the .complete and final integration of all agreements and understandings between the Parties regarding the subject matter herein. ; 5. California Law. This Assignment Agreement shall be construedand enforced under the laws of the State of California in effect at the time of the signing ` of this Assignment Agreement, 6. Binding Effect. This Assignment Agreement shall be binding upon and inure to the benefit of each of the Assignor and Assignee and its respective successors and assigns, 7. Authority, Each individual executing and delivering this Assignment Agreement on behalf of a Party hereby represents and warrants to the other Party that such individual has been duly authorized and empowered to make such execution and delivery. [REMINDER OF PAGE LEFT' INTENTIONALLY BLANK]' i i i i I ; ; i I 1 I i IN WITNESS WHEREOF, the Parties have caused this Assignment Agreement to be executed and delivered by their respective representatives, thereunto duly authorized, as of the date first above written. ASSIGNOR: ASSIGNEE: 1 City of Vernon The Redevelopment Agency of the City of Vernon Name: Hilario Gonzales Name: Hilario'Gonzales Title: Mayor Title: Chairman APPROVED AS TO FORM: APPROVED AS TO FORM: LATHAM & WATKINS LLP Attorney for City of Vernon Attorney for Redevelopment Agency j David A. Goldberg, Esq. Michael Montgomery, Esq. EST: 49 ST: 6 illard Y gu �, it Clerk rd G. Wec IN WITNESS WHEREOF, the Parties have caused this Assignment Agreement to be executed and delivered by their respective representatives, thereunto duly authorized, as of the date first above written. ASSIGNOR: ASSIGNEE: City of Vernon The Redevelopment Agency of the ,City of Vernon By: By: Name:'Hilario Gonzales Name: Hilario Gonzales Title: Mayor Title: Chairman APPROVED AS TO FORM; APPROVED AS TO FORM: LATHAM & WATKINS LLP Attorney for City of Vernon Attorney for Redevelopment Agency David A, Goldberg, Esq. Michael Montgomery, Esq. ATTEST: ATTEST: WILLARD G, YAMAGUCHI, City Clerk WILLARD G. YAMAGUCHI, Secretary EXHIBIT A LEGAL DESCRIPTION OF PROPERTY PARCEL A; PARCEL 1: THE NORTHERLY 60 FEET OF LOTS 12, 13, 14, 15 AND .16 AND THE EASTERLY HALF OF THE NORTHERLY 60 FEET OF THE ALLEY RUNNING NORTH AND SOUTH, NOW VACATED IN BLOCK '29, OF HUNTINGTON PARK EXTENSION NO. 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF,CALIFORNIA, AS PER MAP; RECORDED IN' BOOK I i PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO THAT PORTION OF 51ST STREET, NOW VACATED, LYING EAST _OF PACIFIC - _ BOULEVARD_ AND_LYING _BETWEEN BLOCKS=_29- AND 30_OF SAID HUNTINGTON_PARK - -_ -- EXTENSION NO. 2. EXCEPT THE SOUTH HALF OF THE WEST147,50 FEET OF SAID PORTION OF 51ST STREET, ALSO EXCEPT THAT PORTION OF LOT 12, BLOCK 29, AND OF SAID VACATED STREET INCLUDED IN THE 17 FOOT -STRIP CONVEYED TO THE ATCHISON TOPEKA AND'SANTA FE RAILWAY COMPANY BY DEED RECORDED IN BOOK 5956 PAGE 31.1 OF DEEDS, PARCEL 2: LOTS 5 AND 6, IN BLOCK 29, HUNTINGTON PARK EXTENSION NO. -2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELEES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK I1. PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDED OF I SAID COUNTY, ALSO THOSE PORTIONS OF THE SOUTH HALF OF 51ST STREET AND OF THE WEST HALF OF THE 15 FOOT ALLEY RUNNING NORTH AND SOUTH IN SAID BLOCK, NOW VACATED, I DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER -OF SAID LOT 6; THENCE NORTH ALONG THE i PROLONGATION OF THE WEST LINE OF SAID LOT 30 FEET TO THE CENTER LINE OF 51 ST STREET, AS SHOWN ON SAID MAP; THENCE EAST ALONG SAID CENTER -LINE 147.5 FEET TO A POINT IN THE. NORTH PROLONGATION OF THE CENTER LINE OF SAID ALLEY;. i THENCE SOUTH ALONG SAID LAST MENTIONED CENTER LINE TO A POINTAN THE EAST PROLONGATION OF THE SOUTH LINE -OF SAID LOTS; THENCE WEST 7,60 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE NORTH TO THE -NORTHEAST CORNER OF SAID LOT 6; THENCE WEST 140 FEET TO THE BEGINNING.. PARCEL3: LOTS 1, 2, 7, 8, 9,10,11 AND THE SOUTH 55 FEET OF LOTS 12, 13, 14, 15, 16 AND ALSO THE ALLEY RUNNING EAST AND WEST NOW ` VACATED, ALSO THE SOUTH 100 FEET OF THE WEST ONE-HALF, AND THE 'SOUTH 200 FEET OF THE EAST ONE-HALF OF THE ALLEY RUNNING NORTH AND SOUTH NOW VACATED, ALL IN BLOCK 30 OF HUNTINGTON PARK EXTENSION NO, 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE -6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THOSE PORTIONS OF LOTS I I AND 12, BLOCK 30, AND THE VACATED STREET AND ALLEY INCLUDED IN THE BOUNDARY OF THE 17 FOOT STRIP CONVEYED TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY CO,, BY DEED RECORDED IN BOOK '5956 PAGE 311 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, a ; ALai; LOTS 3 AND IN BLOCK 30 OF HUNTINGTON PARK EXTENSION NO, 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA., .AS PER MAP RECORDED IN BOOK 11. PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THE WEST HALF OF THE ADJOINING ALLEY, NOW VACATED, TITLE TO WHICH WOULD PASS WITH THE LEGAL CONVEYANCE OF SAID LOTS 3 AND 4. PARCEL C: LOTS 5 AND 6 AND THE NORTH 75, FEET OF LOTS 12, 13, 14, 15 AND 16, ALL IN BLOCK 30 OF HUNTINGTON PARK EXTENSION NO, 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO THE NORTHERLY 75` FEET OF THE NORTH AND SOUTH ALLEY NOW VACATED, IN SAID BLOCK 30, AND ALSO THE SOUTHERLY 25 FEET OF 50TH STREET, LYING BETWEEN THE NORTH LINE OF 'SAID 'BLOCK '30 -AND T•FIE.,SOUTH LINE OF BLOCK 35 OF HUNTINGTON PARK EXTENSION NO. 2, NOW VACATED. EXCEPT' THE WEST 17 FEET -OF THE EAST 18 FEET OF THE NORTHERLY 75 FEET OF SAID LOT 12, AS CONVEYED TO ATCHISON, TOPEKA AND -SANTA FE RAILWAY COMPANY, BY DEED RECORDED IN BOOK 5956 PAGE 311-OF DEEDS. ALSO EXCEPT THE EAST 18 FEET OF THE SOUTHERLY 25 FEET OF SAID VACATED 50TI1 STREET. PARCEL D: r i LOTS 1 AND 2 OF TRACT NO. 11254, IN TI-M CITY OF VERNON, CO & ST IN BOOK 206 PAGE 17 OF MAPS. I PARCEL E: PARCELI: LOT 1 IN BLOCK 36 OF HUNTINGTON PARK EXTENSION NO, 2, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 6 OF MAPS, IN THE OFFICE OF THE, COUNTY RECORDER OF SAID COUNTY, ALSO THAT PORTION OF THE WEST HALF OF THE 15 FOOT ALLEY RUNNING NORTH -AND SOUTH IN SAID BLOCK NOW VACATED LYING EASTERLY AND ADJOINING SAID LOT 1. PARCEL 2: LOT 2, THE SOUTH 17 FEET OF LOT 3 AND; THE SOUTH 117 FEET OF LOTS 7, 8, 9, 10 AND 11 ]N BLOCK 36- OF HUNTINGTON PARK EXTENSION NO. 2, 1N THE CITY OF` VERIVON COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE OF SAID MAP RECORDS, ALSO THAT PORTION OF THE WEST HALF OF THE 15 FOOT ALLEY RUNNING NORTH AND SOUTH IN SAID BLOCK NOW VACATED, LYING EASTERLY OF AND ADJOINING SAID LOT 2, AND THE SOUTH 17 FEET OF LOT 3, AND THAT PORTION OF THE EAST ONE HALF OF SAID ALLEY LYING WEST OF AND ADJOINING THE SOUTH 117 FEET OF SAID LOT 7. EXCEPTING TROM THE ABOVE DESCRIBED PORTION OF SAID LOT 11, THE WESTERLY 17 FEET OF THE EASTERLY 18 FEET THEREOF, AS CONVEYED TO THE ATCHISON, TOPEKA AND SANTA •FE RAILWAY .COMPANY, BY DEED RECORDED IN BOOK 5956•PAGE 311 OF DEEDS. PARCEL 3: , AN EASEMENT FOR RAILROAD SPUR TRACK PURPOSES OVER THOSE PORTION OF LOTS 11 AND 12 IN BLOCK 36 AND OF THE 15 FOOT ALLEY RUNNING EAST AND WEST IN SAID BZ OCK„NOW. VACATED, DESCRIBED AS FOLLOWS: -BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE SOUTH 417 FEET OF SAID LOT 11 WITH A LINE PARALLEL WITH AND DISTANT WESTERLY 18 FEET, MEASURED AT RIGHT ANGLES FROM THE EAST LINE OF SAID LOT' 1'1, THENCE NORTHERLY PARALLEL WITH THE'EAST-LINE OF'SAID"BLOCK, 80 FEET, THENCE SOUTHWESTERLY IN A DIRECT LINE, TO A POINT -ON THE NORTH LINE OF THE SOUTH 117 FEET OF SAID LOT 11, DISTANT WEST 850 FEET FROM THE POINT OF BEGINNING, THENCE EAST 8.50 FEET TO THE POINT OF BEGINNING, PARCEL 4: ALL THAT PORTION OF 49TH STREET AS SHOWN ON THE MAP OF HUNTINGTON PARK EXTENSION NO, 2," IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF j' CALIFORNIA, AS PER MAP RECORDED IN BOOK l L PAGE 6, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY VACATED BY RESOLUTION NO, 2835, A COPY OF WHICH RECORDED JUNE 10, 1966 AS INSTRUMENT NO, 34677 OF OFFICIAL RECORDS. PARCEL F: PARCEL 1 LOT 4, THE NORTHERLY 33 FEET OF LOT 3, THE NORTHERLY 13 FEET OF LOTS 7 TO 11, INCLUSIVE, THE SOUTHERLY 83 FEET OF LOTS 12 TO 16, INCLUSIVE, IN BLOCK 36 OF THE HUNTINGTON PARK EXTENSION NO, 2, IN THE CITY OF VERNON, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED .IN BOOK 11 P&GE 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER, ALSO THE 15 FOOT ALLEY, NOW VACATED, EXTENDING EAST AND WEST IN SAID BLOCK AND THE EASTERLY HALF OF THE 15 FOOT ALLEY, NOW VACATED, EXTENDING NORTH AND SOUTHIN SAID BLOCK, LYING WEST OF AND ADJOINING THE NORTHERLY 13 FEET OF LOT 7 AND THE SOUTH 83'FEET OF LOT 16 AND ADJOINING THE 15 FOOT ALLEY FIRST ABOVE MENTIONED IN SAID BLOCK; ALSO THAT PORTION OF THE WEST HALF OF SAID LAST MENTIONED ALLEY LYING EAST OF AND ADJOINING LOT 4•AND THE NORTHERLY 33•FEET-OF LOT 3, EXCEPTING FROM THE.ABOVE DESCRIBED PORTION OF LOTS 11 AND 12 AND FROM THE 15 FOOT ALLEY, NOW VACATED, EXTENDING EAST AND WEST IN SAID BLOCK, THE WEST 17 FEET OF THE EAST 18 FEET THEREOF, AS DESCRIBED IN DEED TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED' IN BOOK 5956 PAGE 311 OF DEEDS, RECORDS OF SAID COUNTY, PARCEL 2; THE SOUTHERLY 45 FEET OF LOT .5 IN SAID BLOCK 36 OF SAID HUNTINGTON PARK EXTENSION NO. 2, IN SAID CITY, COUNTY AND STATE; ALSO THAT PORTION OF THE WEST HALF OF THE 15 FOOT ALLEY, NOW VACATED, EXTENDING NORTH AND SOUTH IN SAID BLOCK, LYING EASTERLY AND ADJOINING THE SOUTHERLY 45 FEET OF SAID LOTS, PARCEL 3: , THE SOUTHERLY 17 FEET OF THE NORTHERLY 47 FEET -OF LOTS 12 TO-16, INCLUSIVE, � AND THE EASTERLY HALF OF THE SOUTHERLY 17.-FEET OF T-HE NORTHERLY 47 FEET OF THE ALLEY ADJOINING SAID LOT 16 ON TI1E WEST, EXTENDIlVG NORTH AND SOUTH, NOW VACATED, IN SAID BLOCK 36•017 SAID HUNTINGTON PARK EXTENSION NO. 2, IN SAID CITY, COUNTY AND STATE, EXCEPTING FROM THE ABOVE DESCRIBED PORTION OF SAID LOT 12, THE WESTERLY 17 FEET OF THE EASTERLY 18 FEET THEREOF, AS CONVEYED TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, AS PER DEED RECORDED IN BOOK 5956 PAGE 311 OF DEEDS. i I i i 1' i PARCEL 4: A RIGHT OF WAY FOR RAILROAD: TRACK PURPOSES OVER THOSE PORTIONS OF LOT 12 IN SAID BLOCK 36 AND FORTY-EIGHT STREET, VACATED, NOW LEONIS BOULEVARD, ADJOINING SAID LOT 12 ON THE NORTH, OF SAID HUNTINGTON PARK- EXTENSION NO. 2, IN SAID CITY, COUNTY AND STATE, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF THE NORTHERLY 30 FEET OF SAID LOT 12 WITH A LINE PARALLEL WITH AND DISTANT WESTERLY 18 FEET, MEASURED AT RIGHT ANGLES TO THE EASTERLY, LINE OF SAID LOT 12; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID LOT 12, 60 FEET; THENCE WESTERLY PARALLEL WITH THE NORTHERLY LINE OF SAID LOT 12, 8.5 FEET; THENCE SOUTHWESTERLY IN A DIRECT LINE TO A POINT IN A LINE PARALLEL WITH AND DISTANT SOUTHERLY 30: FEET FROM AND MEASURED AT RIGHT ANGLES TO THE NORTHERLY LINE OF SAID LOT 12, DISTANT THEREON WESTERLY 17 FEET FROM THE I POINT OF BEGINNING; THENCE EASTERLY ALONG SAMPARALLEE LINE-1 TFEET TO -THE POINT OF BEGINNING. ; PARCEL 5: A RIGHT OF WAY FOR RAILROAD SPUR TRACK PURPOSES OVER THE PORTION OF LOT 1 I IN BLOCK 41. AND THAT PORTION OF FORTY EIGHTH STREET, VACATED, NOW LEONIS BOULEVARD, ADJOINING SAID LOT 11 ON THE SOUTH. OF SAID HUNTINGTON..PARK EXTENSION NO. 2,-IN SAID CITY_COUNTY AND STATE, DESCRIBED AS FOLLOWS: i BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE.SOU TH 30 fEET OF SAID FORTY-EIGHTH STREET, VACATED, NOW LEONIS BOULEVARD, WITH A LINE PARALLEL WITH AND DISTANT WESTERLY 18 FEET MEASURED AT RIGHT ANGLES, TO THE EASTERLY LINE OF SAID FORTY-EIGHTH STREET, VACATED, NOW LEONIS BOULEVARD; THENCE NORTHERLY PARALLEL WITH THE EASTERLY LINE OF SAID LOT 11, 80-FEET; THENCE SOUTHWESTERLY IN A DIRECT LINE TO A POINT IN THE NORTH LINE OF SAID SOUTH 30 FEET OF SAID FORTYEIGHTH STREET, VACATED, NOW LEONIS BOULEVARD, DISTANT WESTERLY THEREON, 8.50 FEET FROM THE POINT OF BEGINNING; THENCE EASTERLY A.L,ONGSAID LINE 8.50 FEET TO THE POINT OF BEGINNING. I i END OF.LEGAL DESCRIPTION i i I L, I STAFF REPORT CITY ADMINISTRATION DATE: March 3, 2011 TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrator RE: Assignment Agreement by and between the City of Vernon and the Redevelopment Agency of the City of Vernon to Convey Rights under an Optiow Agreement for the Purchase of Property located at`-4850-5050 Pacific Boulevard The City of Vernon entered into an Agreement for Grant of Option on August 18, 2010 to purchase property located at 4850-5050 Pacific Boulevard in the City of Vernon from Pacific XC, L.P. The City of Vernon exercised its option to purchase and executed Escrow Instructions on December 13, 2010. On January 6, 2011, the City and Pacific XC, L.P. amended the Escrow Instructions to extend the closing date on the property to May 3, 2011. The Option Agreement and Escrow Instructions permit the City to assign to the Redevelopment Agency of the City of Vernon all rights, obligations, and liabilities under the Option Agreement. The staff of the Redevelopment Agency has recommended that the Board of Directors find that acquisition of the subject property is desirable and necessary for the elimination of blight and for redevelopment purposes and has requested that the Board authorize the Chairman to enter into an Assignment and Assumption Agreement so that the Redevelopment Agency may assume the City's rights under the Option Agreement to acquire the subject property. This Staff Report requests that the City Council authorize the Mayor to enter into the Assignment and Assumption Agreement with the Redevelopment Agency.