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Resolution No. 2015-033RESOLUTION NO. 2015-33 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT REGARDING RELEASE OF DEED RESTRICTION AND JOINT ESCROW INSTRUCTIONS WITH DP VERNON, LLC AND BEL AIR SOTO, LLC FOR THE PROPERTY LOCATED AT 5001 S. SOTO STREET WHEREAS, on February 20, 2007, the City Council of the City of Vernon adopted Resolution No. 9244 approving and authorizing the execution of a standard offer, agreement and escrow instructions for purchase of real estate and addendum for the purchase by and between the City of Vernon and DP Vernon, LLC ("DP Vernon") for property located at 5001 S. Soto Street (the "Property") on the condition that DP Vernon would construct and operate a data center that was projected to consume approximately 30 megawatts; and WHEREAS, on October 20, 2008, the City Council of the City of Vernon adopted Resolution No. 9742 approving an Amendment to Grant Deed to increase the period of time for DP Vernon to construct the first building on the Property to July 30, 2009 and to construct the last building on the Property to October 30, 2009; and WHEREAS, on June 8, 2009, the City Council of the City of Vernon adopted Resolution No. 9977 approving a Second Amendment to Grant Deed to increase the period of time to construct the first building on the Property to July 30, 2012 and to construct the last building on the Property to October 30, 2012; and WHEREAS, due to the down turn in the economy DP Vernon has been unable to construct and operate a data center; and WHEREAS, by memorandum dated June 2, 2015, the City Administrator has recommended the approval of an Agreement regarding Release of Deed Restriction and Joint Escrow Instructions (the "Agreement") with DP Vernon and Bel Air Soto, LLC in order to see development at the Property; and WHEREAS, the City Council desires to approve and authorize the execution of the Grant Deed and the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA), in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the Agreement regarding Release of Deed Restriction and Joint Escrow Instructions (the "Agreement") with DP Vernon, LLC and Bel Air Soto, LLC, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: 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 5: The City Council of the City of Vernon hereby instructs 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, including but not limited - 2 - to, any non -substantive changes to the Agreement attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or the Deputy City Clerk, to send a fully executed Agreement to DP Vernon, LLC and Bel Air Soto, LLC. SECTION 7: The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's, or Deputy City Clerk's, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 2nd day of June, 2015. ATTEST: aria E. yala City Clerk I,, APPROVED AS TO FORM: Hema Patel, City ttorney - 3 - Name: W. Michael McCormick Title: Mayor /-Mayer—Pre--mefir�/ STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I Maria E. Ayala City Clerk / j, r�r10 D-of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2015-33, 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 Tuesday, June 2, 2015, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this 4 day of June, 2015, at Vernon, California. (SEAL) - 4 - Maria E . Ayala City Clerk / EXHIBIT A AGREEMENT REGARDING RELEASE OF DEED RES TRICTION AND 30M ESCROW INSTRUCTIONS THIS AGREEMENT REGARDING SE OF DEED RESTRICTION and JOINT RELEASE TRICTI ESCROW INSTRUCTIONS (this "Agreement") dated as of June —, 2015,,is. made by and among DP VERNON, LLC, a California limited liability company ('Seller), BEL AIR SOTO, LLC,. a Nevada limited liability company ("Buyer"), and the CITY OF VERNON, a California charter City and California mniniolpal corporation (the -fCiy,), with regard to the following: RECITALS A. Seller is the Owner Of the real Property located in the, City of Vernon, county of Los Angeles, with a street address of 50018, Soto Street (the "Property'. Seller and Buyer are in escrow for the purchase of the Property by Buyer pursuant to a Purchase and Sale Agreement and Joint Escrow Instructions dated as of April 141, 2015 (the "Purchase Agreement"). B. The Property is subject to certain obligations and conditions and a right of reversion (the "Deed Restriction') contained in the Grant Deed recorded October 30, 2007 as Instrument No. 20072441887, the Amendment to Grant Deed recorded October 22, 2008 as Instrument No. 20091981385, and the Second Amendment, to Grant Deed recorded 2009 as Instrument No. 20091231542. August 11, C. Under the Purchase Agreement, it is a condition precedent to the closing for the benefit of Buyer that the City shall have released the Deed Restriction. D. The City is willing to release the Deed Restriction on the terms and conditions contained herein. In consideration Of the mutual covenants contained herein, and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT I. Release. of Deed Restriction and Releasee, City agrees to release the Deed Restriction exchange for $200,000 (the "Release Pricel paid by wire transfer or other immediately available funds. The release of the Deed Restriction shall be in the fbnn of the Third Amendment to Grant Deed attached hereto as Exhibit A, or Such Other form at is approved by the Seller and Buyer and the title QOMPar1Y insuring Buyer's title to the Propelty, (the "Release Documear'). ftrow, The delivery of the Release Price Document ,e and the Release Do t shall be made through the escrow under the Purchase Agreement, which is Stewart Title of California, 525 N. Brand Boulevard, Glendale. California -91263, Attention Andrea Mendoza, Escrow No. 01180-159341 ("Escrow Holder). City shall deposit the Release Document with Escrow 140ldtt no later than two business days after approval by the City Council, which is scheduled to - I - 9102oxyl hear the matter June 2; 201 S, City shall be paid the. Release Price from the escrow at the closing of the sale of the Property (the ".Closing"). 3. Allocation Between Seller and Buyer. Seller and Buyer each agree to pay $i004000 of the Release Price. Seller's share ofthe Release Price shall be paid from its closing proceeds. Buyer shall deposit its share of the Release Price to Escrow Holder in addition to depositing the purchase price under the Purchase Agreement, 4: Instructions to Escrow. Provided, Buyer and Seller have each authorized closing under the Purchase. Agreement; Buyer, Seller and the City hereby instruct the Escrow Holder to record the Release Document at the Closing immediately prior to recording the deed front Seller to Buyer; and to release the Release Price to the City at the Closing in accordance with disbursement instructions to be provided to Escrow Holder separately by the City, 5. Further Assurances. The City, Buyer and Seller each agree to deposit with Escrow Holder such additional resolutions, consents and instructions as is reasonably required by Escrow Holder in order to consummate the transactions contemplated by this Agreement, 6. Recording Fees., Seller is responsible for any recording fees associated with recording the Release Document. 7. Miscellaneous. (a) Notices. All notices; demands and requests which may be given or which are required to be. given by either party to the other shall be in writing and shall be deemed effective either: (a) on the date personally delivered to the address below, as evidenced by written receipt therefor, or when sent by facsimile transmission, as evidenced by fax confirmation received during business hours, otherwise the following business day, whether or not actually received by the person to whom addressed; (b) on the third business day after being sent, by certified or registered mail, postage prepaid, return receipt- requested, addressed to the intended recipient at the address specified below; or (c) on the first business day after being deposited into the custody of'a nationally recognized overnight delivery service such as Federal Express or United Parcel Service; addressed to such party at the address specified below. For purposes of this Section 7(a), the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed); Ifto Seller: DP Vemon,.LLC 818 W. Seventh Street, Suite 410 Los Angeles, CA 90017 Aft, Eric Bender Telephone: (213) 213 - 8600 Facsimile: (213) 213- 8601 0152034.v1 with a copy to: Nossaman LLP 777 S. Figueroa Street, 3.0 Floor Los Angeles, CA 90017 Attn: Karla N. MacCary, Esq. Telephone; (213) 612-7862 Facsimile: (213) 612-7801 If to Buyer, Bel Air Soto, LLC c% BonAppetit Distribution, Inc. 4525 District Boulevard Vernon, CA 90058 Aft; Rick Mashhoon Telephone: (323) 584-0500 Facsimile: (323) 587-8443 with a copy to: Michelman & Robinson, LLC 179.01 Von Kerman Avenue, Suite i000 Irvine, CA 92614 Attn: Jon Gruel, Esq. Telephone:, (714) 557-7990 Facsimile, (714) 557-7991 If to City: City of Vernon 4305 Santa Fc Avenue Vernon, CA 90058 Attn: Alex Kung Telephone: (323) 583-8811 Ext. 355 Facsimile (323) 826-1438 with a copy to: City, of Vernon 4305 Santa Fe Avenue Vernon; CA 90058 Attn: Hema Patel Telephone- (321):583-8811 Ext.292 Facsimile: (323) 826-1438 If to Escrow Holder: StewartTitle of Califomia, Inc. Escrow Department 525N. Brand Blvd. Glendale, CA 91203 Attn: Andrea Mendoza Telephone: (818) 50,0-5680 Facsimile: (818) 479-9925 (b) Entire Agreement. This Agreement embodies the entire agreement between the parties concerning the subject matter hereof, and there are no oral or written -3 8152034.v1 Agreements between the parties, nor any representations made, by either party relative to the subject matter hereof, which are not expressly set forth or incorporated herem. (C) Amendment. This Agreement may be amended only by a written instrument executed by Seller, Buyer and the City, (d) Headings. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement. (e) Time. of Essence. Time is of the essence of this. Agreement; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State in which the Property is located, then, is such event; the time of such period shall be extended'to the next business day which is not a Saturday, Sunday or legal holiday. (1) . Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located and the laws of the United States pertaining to transactions in such State, without reference to choice of law principles which might indicate that the law of some other jurisdiction may apply, (g) Successors and.L.Assigns, Assignment This Agreement shall bind and inure to the, benefit of Seller, Buyer and the City and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. No party may assign this Agreement without the prior written consent of the other parties. Any assignment of this Agreement in violation of the foregoing provisions shall be null and void. 01) Attorney's Fees In the event a dispute arises concerning the performance, meaning or interpretation of any provision of this Agreement or any document executed in connection with this Agreernent, the prevailing party in such dispute shall be awarded any and all costs and expenses incurred by such party in enforcing, defending or establishing its rights hereunder or thereunder, including, without limitation, court costs and reasonable attorneys' fees. In addition to the foregoing, the prevailing party shall also be entitled to recover its reasonable attorneys' fees incurred in any appeals or any post judgment proceedings to collect or enforce any such judgment. (i) Multiple Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one agreement. [Signature.onfollowingpages.] -4- 9162034M IN WITNESS WMREOF, the parties have executed this Agreement as of the day first above written. SELLER: DP VERNON, LLC, a California limited 1 ability company Eric Bender, Vice President and Treasurer Bi1I'ER: BEL AIR SOTO, LLC, a Nevada limited liability company BY* _ Name: Its: CITY: CITY OF VERNON, a body corporate and politic By: _ Name: Its: ATTEST: By; Name: Its: APPROVED AS TO FORM: By: _ Name: Its: -5- 9152034A The undersigned Escrow Holder agrees to act in accordance with, and to comply with, the provisions of this Agreement applicable to the Escrow Holder, including in particular, Section 4 and the provisions referred to therein: ESCROW HOLDER; STEWART TITLE OF CALIFORNIA, INC: By: Name: Its: -6 9152034M EXHIBIT A RELEASE DOCUIYIENT RECORDING REQUESTED BY AND WIZEN RECORDED MAIL GRANT DEED AND TAX STATEMENTS TO: 8cel Air Soto, LLC c/o Bon Appetit Distribution, Inc. 4525 District Boulevard Vernon, CA 90059 A,P.N'.: THIRD AMENDMENT TO GRANT DEED DOCUMENTARY TRANSFER TAX IS NOT APPLICABLE; THIS IS NOT A TRANSFER OF PROPERTY AND IS BEING RECORDED MERELY TO AMEND CERTAIN TERMS OF THE GRANT DEED RECORDED ON OCTOBER 30, 2007 AS DOCUMENT NO. 20072447887, AS AMENDED BY AMENDMENT TO GRANT DEED RECORDED ON OCTOBER 22, 2008 AS DOCUMENT NO.20081881385, AND AS AMENDED BY SECOND AMENDMENT TO GRANT DEED RECORDED ON AUGUST 11, 2009 AS DOCUMENT NO.20091231542 By Instrument No. 20072447897 recorded on October 30, 2007 (the "Grant Deed"), the City of Vernon, a body corporate and politic (the "Grantor"), granted to DP Vernon; LLC; a California limited liability company ("Grantee?), certain real property located it the City of Vernon, County of Los Angeles', State of California. As a matter of information, the description of such real property was. modified as a result of Grantee granting to Grantor,. and Grantor accepting such grant, the Northerly 5 feet of Lot 5 of Tract No. 6452, in the City o£ Vernon, County of Los Angeles, State of California, as per map recorded in Book 94, pages 77 and 78 of Maps in the Official Records of the County of 'Los Angeles eTteconveyance Deed'J. Such real property, as affected by the Reconveyance Deed, is described in the legal description attached hereto and made apart hereof as Exhibit A, is commonly known as 50018, Soto Street, City of Vernon, State of California 90058 and known herein as the "Property." The foregoing: grant of Property Was, pursuant to the above described Grant Deed, Amendment. to Grant Deed recorded on October 22, 20Q8 as Instrument No. 20081881385, and Second Amendment to Grant Deed recorded August 11, 2009 as Instrument No. 20091231542, subject to certain conditions and a right of reversion contained in the Grant Deed, Amendment to Grant Deed and Second Amendment to Grant Deed. Grantor and Grantee desire to release all such conditions and right of reversion in :their entirety. In order to release such conditions and right of reversion, the Grant Deed is amended to delete the nine paragraphs starting with the paragraph which begins "Grantee acknowledges that Grantor, as a municipality, has A-1 97520MMI implemented certain development plans..." and through the paragraph which begins "The obligations of Grantee and right of reversion to Grantor as described herein shall terminate....", as Sur , h paragraphs were amended by the Amendment to Grant Deed and the Second Amendment to Grant Deed. This Third Amendment to Grant Deed May be executed and acknowledged by Grantor and Grantee in counter and of w together parts, each of shall be deemed an original n all hie shall constitute one and the same instrument. Each of Grantor and Grantee, after verifying that the counterpart are identical except for signatures, is authorized and instructed to combine, the signed signature and acknowledgment pages on one of the counterparts, which shall then constitute the Third Amendment to Grant Deed. IN WITNESS WHEREOF, Grantor has caused its duly authorized representative to execute this instrument as of the date hereinafter written, DATED: 2015. ATTEST: By: _ Name: Title: 9152034M GRANTOR:. CITY OF VERNON, a municipal corporation By: Name: Title: APPROVED AS TO FORM: By: _ Name: Title., GRANTEE: I)p VERNON, LLC, a California limited liability company By: Name. Title: A-2 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and. not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/sbe/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 entityupon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A-3 9152034M A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, STATE OF CALIFORLIIA ) COUNTY OF On before me, . a notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),.and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. i certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A-4 81520,34A EXHIBIT A (to Third Amendment to G=t Deed) LEGAL DESCRIPTION OF PROPERTY A-5 9152034.vl RECORDING REQUESTED BY ,AND WHEN RECORDED MAIL GRANT DEED AND TAX STATEMENTS TO: Bel Air Soto, LLC c/o Bon AppetitDistribution, Inc. 4525 District Boulevard Vernon, CA 90058 A.P.N.: TEIRD AMENDMENT TO GRANT DEED DOCUMENTARY TRANSFER TAX IS NOT APPLICABLE; THIS IS NOT A TRANSFER OF PROPERTY AND IS BEING RECORDED MERELY TO AMEND CERTAIN TERMS OF TIE GRANT DEED RECORDED ON OCTOBER 30, 2007 AS DOCUMENT 140. 20072447887, AS AMENDED BY AMENDMENT TO GRANT DEED RECORDED ON OCTOBER 22, 2008 AS DOCUMENT NO.20081881385, AND AS AMENDED BY SECOND AMENDMENT TO GRANT DEED RECORDED ON AUGUST 11, 2009 AS DOCUMENT NO.20091231542 By Instrument No. 20072447887 recorded on October 30, 2007 (the "Grant Deed"), the City of Vernon, a body corporate and politic (the "Grantor"), granted to DP Vernon, LLC, a California limited liability company ("Grantee"), certain real property located in the City of Vernon, County of Los Angeles, State of California. As a matter of information, the description of such real property was modified as a result of Grantee granting; to Grantor, and Grantor accepting such grant, the Northerly 5` feet of Lot 5 of Tract No. 6452, in the City of Vernon, County of Los Angeles, State of California, as per map recorded in Book 94, pages 77 and 78 of Maps in the Official Records of1he County of Los Angeles (" Reconveyanee Deed'. Such real property, as affected by the Reeonveyance Deed, is described in the legal description attached hereto and trade a part hereof as Exhibit A, is commonly known as 5001 S. Soto Street; City of Vernon, State of California 90058 and known herein as the "Property." The foregoing grant of Property was, pursuant to the above described Grant Deed, Amendment to Grant Deed recorded on October 22, 2008 as Instrument No. 20081881385, and. Second Amendment to. Grant Deed recorded August 11, 2009 as Instrument No. 10091131542, subject to certain conditions and a right of reversion contained in the Grant Deed, Amendment to Grant Deed and Second Amendment to Grant Deed, Grantor and Grantee desire to release all such conditions and right of reversion in their entirety., In order to release such conditions and right of reversion, the Grant Deed is amended to delete the nine paragraphs starting with the paragraph which begins "Grantee acknowledges that Grantor, as: a municipality, .has implemented certain development plans..." and through the paragraph which begins "The obligations of Grantee and right of reversion to Grantor as described herein shall terminate...", -1- 9190477.0 as such paragraphs were amended by the Amendment to Grant Deed and the Second Amendment to Grant Deed. This Third Amendment to Grant Deed may be executed and acknowledged by Grantor and Grantee in counterparts, each of which. shall be deemed an original, and all of which to ge(Irer shall constitute one and the same instrument. Each of Grantor and Grantee, after verifying that the counterparts are 'identical except for signatures, is authorized and instructed to combine the -signed signature and acknowledgment pages on one of the counterparts, which shall then constitute the Third. Amendment to Grant Deed. IN WITNESS WHEREOV, Grantor has caused its duly authorizedrepresentative to execute this instrument as ofthe. date hereinafter written. DATED-, ATTEST: By: — Name: Title: 2015. CITY OF VERNON, a municipal corporation By: _ Name: Title: APPROVED AS TO FORM: By: Name: Title: GRANTEE: ..... ..._...... DP VERNON, LLC, a California limited liability company By: Name: /C �acl rat Title: i/icy P.Prs-lk—�r -2- 9190477M A Notary Public or other officer completing this certificate verifies only the, identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On t4&4- 24, 2.016' before me, F10re t") y , a notary public, p J onally appeared r e' $tn;l.e r . who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s��Js are subscribed to the within instrument and acknowledged to me that ii (S'she/they executed the same in her/their authorized capacity(ies), and that by Wher/their signatures on'the instrument the person(*, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. FLORA NGUY Cornmw1on Na•2082118 Signature. (Seal),�,,NOTARYPUBLICtFpploa I sleoan:vt A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is. attached, and not the truthfulness, _accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On before me, _ a notary public, personally appeated who proved to me on the basis of satisfactory evidence to be the person(s) whose nsme(s) is/are subscribed to the within instrument and acknowledged to me that he/shehhey 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 persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 8180477.v1 EXHIBIT A (to Third Amendment to Grant Deed) LEGAL DESCRIPTION OF PROPERTY 919047Z:v1 STAFF REPORT RECEIVED MAY 272015 CITY CLERK'S OFFICE DATE: June 2, 2015 r� ?/e �S. aoi5.33 STAFF REPORT CITY ADMINISTRATION TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrator Originator: Alex Kung, Economic Development Manager RE: Approve the Agreement Regarding Release of Deed Restriction and Joint Escrow Instructions with DP Vernon, LLC and Bel Air Soto, LLC for the property located at 5001 S. Soto Street Recommendations A. Find that approval of the agreement regarding release of deed restriction in this staff report is exempt under the California Environmental Quality Act ("CEQA") in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. B. Approve the Agreement Regarding Release of Deed Restriction and Joint Escrow Instructions with DP Vernon, LLC (DP Vernon) and Bel Air Soto, LLC (Bel Air Soto) for the property located at 5001 S. Soto Street, in substantially the same form as submitted herewith. Background In an effort to attract heavy power users to Vernon, the City Council adopted Resolution 9244 approving the sale of property located at 5001 S. Soto Street to DP Vernon on the condition DP Vernon would construct and operate a data center that was projected to consume approximately 30 megawatts. As part of the negotiations both parties agreed to a deed restriction that would limit development to a data center. Unfortunately with the down turn in the economy, DP Vernon was unable to construct and operate a data center and since 2007 the property has been vacant. DP Vernon is currently in the process of selling the property to Bel Air Soto and has requested the City to release the deed restriction to enable the future property owner to develop the property. In an interest to see future development on the property staff is proposing to release the deed restriction for $200,000. Page 1 of 2 Fiscal Impact $200,000 in revenues for fiscal year 2014/15 Attachment(s) 1. Agreement Regarding Release of Deed Restriction and Joint Escrow Instructions. 2. Signed Agreement Regarding Release of Deed Restriction by DP Vernon, LLC and Bel Air Soto, LLC Page 2 of 2 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT REGARDING RELEASE OF DEED RESTRICTION AND JOINT ESCROW INSTRUCTIONS WITH DP VERNON, LLC AND BEL AIR SOTO, LLC FOR THE PROPERTY LOCATED AT 5001 S. SOTO STREET WHEREAS, on February 20, 2007, the City Council of the City of Vernon adopted Resolution No. 9244 approving and authorizing the execution of a standard offer, agreement and escrow instructions for purchase of real estate and addendum for the purchase by and between the City of Vernon and DP Vernon, LLC ("DP Vernon") for property located at 5001 S. Soto Street (the "Property") on the condition that DP Vernon would construct and operate a data center that was projected to consume approximately 30 megawatts; and WHEREAS, on October 20, 2008, the City Council of the City of Vernon adopted Resolution No. 9742 approving an Amendment to Grant Deed to increase the period of time for DP Vernon to construct the first building on the Property to July 30, 2009 and to construct the last building on the Property to October 30, 2009; and WHEREAS, on June 8, 2009, the City Council of the City of Vernon adopted Resolution No. 9977 approving a Second Amendment to Grant Deed to increase the period of time to construct the first building on the Property to July 30, 2012 and to construct the last building on the Property to October 30, 2012; and WHEREAS, due to the down turn in the economy DP Vernon has been unable to construct and operate a data center; and WHEREAS, by memorandum dated June 2, 2015, the City Administrator has recommended the approval of an Agreement regarding Release of Deed Restriction and Joint Escrow Instructions (the "Agreement") with DP Vernon and Bel Air Soto, LLC in order to see development at the Property; and WHEREAS, the City Council desires to approve and authorize the execution of the Grant Deed and the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA), in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the Agreement regarding Release of Deed Restriction and Joint Escrow Instructions (the "Agreement") with DP Vernon, LLC and Bel Air Soto, LLC, in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: 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 5: The City Council of the City of Vernon hereby instructs 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, including but not limited - 2 - to, any non -substantive changes to the Agreement attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or the Deputy City Clerk, to send a fully executed Agreement to DP Vernon, LLC and Bel Air Soto, LLC. SECTION 7: The City Clerk, or Deputy City Clerk, of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk, or Deputy City Clerk, of the City of Vernon shall cause this resolution and the City Clerk's, or Deputy City Clerk's, certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 2nd day of June, 2015. VAVWV*f'q l City Clerk / Deputy City Clerk APPROVED AS TO FORM: *A-' �'r Hema Patel, Ci Attorney - 3 - Name: Title: Mayor / Mayor Pro-Tem STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, , City Clerk / Deputy City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. , 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 Tuesday, June 2, 2015, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of June, 2015, at Vernon, California. (SEAL) - 4 - City Clerk / Deputy City Clerk EXHIBIT A AGREEMENT REGARDING RELEASE OF DEED RESTRICTION AND JOINT ESCROW INSTRUCTIONS THIS AGREEMENT REGARDING RELEASE OF DEED RESTRICTION and JOINT ESCROW INSTRUCTIONS (this "Agreement") dated as of June _, 2015, is made by and among DP VERNON, LLC, a California limited liability company ("Seller'l, BEL AIR SOTO, LLC, a Nevada limited liability company ("Buyer"), and the CITY OF VERNON, a California charter City and California municipal corporation (the "City', with regard to the following: RECITALS A. Seller is the owner of the real property located in the City of Vernon, County of Los Angeles, with a street address of 5001 S. Soto Street (the "Property'. Seller and Buyer are in escrow for the purchase of the Property by Buyer pursuant to a Purchase and Sale Agreement and Joint Escrow Instructions dated as of April 14, 2015 (the "Purchase Agreement'). B. The Property is subject to certain obligations and conditions and a right of reversion (the "Deed Restriction") contained in the Grant Deed recorded October 30, 2007 as Instrument No. 20072447887, the Amendment to Grant Deed recorded October 22, 2008 as Instrument No. 20081881385, and the Second Amendment to Grant Deed recorded August 11, 2009 as Instrument No. 20091231542. C. Under the Purchase Agreement, it is a condition precedent to the closing for the benefit of Buyer that the City shall have released the Deed Restriction. D. The City is willing to release the Deed Restriction on the terms and conditions contained herein. In consideration of the mutual covenants contained herein, and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. Release of Deed Restriction and Release Price. The City agrees to release the Deed Restriction in exchange for $200,000 (the "Release Price") paid by wire transfer or other immediately available funds. The release of the Deed Restriction shall be in the form of the Third Amendment to Grant Deed attached hereto as Exhibit A, or such other form as is approved by the Seller and Buyer and the title company insuring Buyer's title to the Property (the "Release Document"). 2. Escrow. The delivery of the Release Price and the Release Document shall be made through the escrow under the Purchase Agreement, which is Stewart Title of California, 525 N. Brand Boulevard, Glendale, California 91203, Attention Andrea Mendoza, Escrow No. 01180-159341 ("Escrow Holder). City shall deposit the Release Document with Escrow Holder no later than two business days after approval by the City Council, which is scheduled to -1- 9152034.0 hear the matter June 2, 2015. City shall be paid the Release Price from the escrow at the closing of the sale of the Property (the "Closing"). 3. Allocation Between Seller and Buyer. Seller and Buyer each agree to pay $100,000 of the Release Price. Seller's share of the Release Price shall be paid from its closing proceeds. Buyer shall deposit its share of the Release Price to Escrow Holder in addition to depositing the purchase price under the Purchase Agreement. 4. Instructions to Escrow. Provided Buyer and Seller have each authorized closing under the Purchase Agreement, Buyer, Seller and the City hereby instruct the Escrow Holder to record the Release Document at the Closing immediately prior to recording the deed from Seller to Buyer, and to release the Release Price to the City at the Closing in accordance with disbursement instructions to be provided to Escrow Holder separately by the City. 5. Further Assurances. The City, Buyer and Seller each agree to deposit with Escrow Holder such additional resolutions, consents and instructions as is reasonably required by Escrow Holder in order to consummate the transactions contemplated by this Agreement. 6. Recording Fees. Seller is responsible for any recording fees associated with recording the Release Document. Miscellaneous. (a) Notices. All notices, demands and requests which may be given or which are required to be given by either party to the other shall be in writing and shall be deemed effective either: (a) on the date personally delivered to the address below, as evidenced by written receipt therefor, or when sent by facsimile transmission, as evidenced by fax confirmation received during business hours, otherwise the following business day, whether or not actually received by the person to whom addressed; (b) on the third business day after being sent, by certified or registered mail, postage prepaid, return receipt requested, addressed to the intended recipient at the address specified below; or (c) on the first business day after being deposited into the custody of a nationally recognized overnight delivery service such as Federal Express or United Parcel Service, addressed to such party at the address specified below. For purposes of this Section 7(a), the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed): If to Seller: DP Vernon,.LLC 818 W. Seventh Street, Suite 410 Los Angeles, CA 90017 Attn: Eric Bender Telephone: (213) 213 - 8600 Facsimile: (213) 213- 8601 -2- 9152034.v1 with a copy to: Nossaman LLP 777 S. Figueroa Street, 346' Floor Los Angeles, CA 90017 Attn: Karla N. MacCary, Esq. Telephone: (213)612-7862 Facsimile: (213) 612-7801 If to Buyer: Be] Air Soto, LLC c/o Bon Appetit Distribution, Inc. 4525 District Boulevard Vernon, CA 90058 Attn: Rick Mashhoon Telephone: (323) 584-9500 Facsimile: (323) 587-8443 with a copy to: Michelman & Robinson, LLC 17901 Von Kaman Avenue, Suite 1000 Irvine, CA 92614 Attn: Jon Grizel, Esq. Telephone: (714) 557-7990 Facsimile: (714) 557-7991 If to City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: Alex Kung Telephone: (323) 583-8811 Ext. 355 Facsimile: (323) 826-1438 with a copy to: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: Hema Patel Telephone: (323) 583-8811 Ext. 292 Facsimile: (323)826-1438 If to Escrow Holder: Stewart Title of California, Inc. Escrow Department 525 N. Brand Blvd. Glendale, CA 91203 Attn: Andrea Mendoza Telephone: (818) 500-5680 Facsimile: (818) 479-9925 (b) Entire Agreement. This Agreement embodies the entire agreement between the parties concerning the subject matter hereof, and there are no oral or written -3- 9152034.v1 agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth or incorporated herein. (c) Amendment. This Agreement may be amended only by a written instrument executed by Seller, Buyer and the City. (d) Headings. The captions convenience only and do not in any way limit, this Agreement. and headings used in this Agreement are for amplify, or otherwise modify the provisions of (e) Time of Essence. Time is of the essence of this Agreement; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State in which the Property is located, then, in such event, the time of such period shall be extended'to the next business day which is not a Saturday, Sunday or legal holiday. (f) Governing _Law. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located and the laws of the United States pertaining to transactions in such State, without reference to choice of law principles which might indicate that the law of some other jurisdiction may apply. (g) Successors and Assigns. Assignment. This Agreement shall bind and inure to the benefit of Seller, Buyer and the City and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. No party may assign this Agreement without the prior written consent of the other parties. Any assignment of this Agreement in violation of the foregoing provisions shall be null and void. (h) Attome 's Fees. In the event a dispute arises concerning the performance, meaning or interpretation of any provision of this Agreement or any document executed in connection with this Agreement, the prevailing party in such dispute shall be awarded any and all costs and expenses incurred by such party in enforcing, defending or establishing its rights hereunder or thereunder, including, without limitation, court costs and reasonable attorneys' fees. In addition to the foregoing, the prevailing party shall also be entitled to recover its reasonable attorneys' fees incurred in any appeals or any post judgment proceedings to collect or enforce any such judgment. (i) Multiple Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one agreement. [Signature on followingpages.] -4- 9152034.0 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first above written. SELLER: DP VERNON, LLC, a California limited ligibility company By: Eric Bender, Vice President and Treasurer BUYER: BEL AIR SOTO, LLC, a Nevada limited liability company By: _ Name: Its: CITY: CITY OF VERNON, a body corporate and politic By: Name: Its: ATTEST: By: _ Name: Its: APPROVED AS TO FORM: By: Name: Its: -5- 9152034A IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first above written. SELLER: DP VERNON, LLC, a California limited liability company By: Eric Bender, Vice President and Treasurer BUYER: BEL AIR SOTO, LLC, a NejadBy Nam Its: 'n Iml:.A2� CITY: CITY OF VERNON, a body corporate and politic By: _ Name: Its: ATTEST: By: Name: Its: APPROVED AS TO FORM: By: _ Name: Its: 9152034.v1 5- The undersigned Escrow Holder agrees to act in accordance with, and to comply with, the provisions of this Agreement applicable to the Escrow Holder, including in particular, Section 4 and the provisions referred to therein. ESCROW HOLDER: STEWART TITLE OF CALIFORNIA, INC. By: _ Name: Its: 9152034M EXHIBIT A RELEASE DOCUMENT RECORDING REQUESTED BY AND WIZEN RECORDED MAIL GRANT DEED AND TAX STATEMENTS TO: Bel Air Soto, LLC c/o Bon Appetit Distribution, Inc. 4525 District Boulevard Vernon, CA 90058 A.P.N.: THIRD AMENDMENT TO GRANT DEED DOCUMENTARY TRANSFER TAX IS NOT APPLICABLE; THIS IS NOT A TRANSFER OF PROPERTY AND IS BEING RECORDED MERELY TO AMEND CERTAIN TERMS OF THE GRANT DEED RECORDED ON OCTOBER 30, 2007 AS DOCUMENT NO. 20072447887, AS AMENDED BY AMENDMENT TO GRANT DEED RECORDED ON OCTOBER 22, 2008 AS DOCUMENT NO.20081881385, AND AS AMENDED BY SECOND AMENDMENT TO GRANT DEED RECORDED ON AUGUST 11, 2009 AS DOCUMENT NO.20091231542 By Instrument No. 20072447897 recorded on October 30, 2007 (the "Grant Deed', the City of Vernon, a body corporate and politic (the "Grantor"), granted to DP Vernon, LLC, a California limited liability company ("Grantee"), certain real property located in the City of Vernon, County of Los Angeles, State of California. As a matter of information, the description of such real property was modified as a result of Grantee granting to Grantor, and Grantor accepting such grant, the Northerly 5 feet of Lot 5 of Tract No. 6452, in the City of Vernon, County of Los Angeles, State of California, as per map recorded in Book 94, pages 77 and 78 of Maps in the Official Records of the County of Los Angeles ("Reconveyance Deed'. Such real property, as affected by the Reconveyance Deed, is described in the legal description attached hereto and made a part hereof as Exhibit A, is commonly known as 5001 S. Soto Street, City of Vernon, State of California 90058 and known herein as the "Property." The foregoing grant of Property was, pursuant to the above described Grant Deed, Amendment to Grant Deed recorded on October 22, 2008 as Instrument No. 20081881385, and Second Amendment to Grant Deed recorded August 11, 2009 as Instrument No. 20091231542, subject to certain conditions and a right of reversion contained in the Grant Deed, Amendment to Grant Deed and Second Amendment to Grant Deed. Grantor and Grantee desire to release all such conditions and right of reversion in their entirety. In order to release such conditions and right of reversion, the Grant Deed is amended to delete the nine paragraphs starting with the paragraph which begins "Grantee acknowledges that Grantor, as a municipality, has A-1 8152034A implemented certain development plans..." and through the paragraph which begins "The obligations of Grantee and right of reversion to Grantor as described herein shall terminate...", as such paragraphs were amended by the Amendment to Grant Deed and the Second Amendment to Grant Deed, This Third Amendment to Grant Deed may be executed and acknowledged by Grantor and Grantee in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Each of Grantor and Grantee, after verifying that the counterparts are identical except for signatures, is authorized and instructed to combine the signed signature and acknowledgment pages on one of the counterparts, which shall then constitute the Third Amendment to Grant Deed. IN WITNESS WHEREOF, Grantor has caused its duly authorized representative to execute this instrument as of the date hereinafter written. DATED: 2015. ATTEST: By: _ Name: Title: 9152034.v1 GRANTOR: CITY OF VERNON, a municipal corporation By: _ Name: Title: APPROVED AS TO FORM: By: _ Name: Title: GRANTEE: DP VERNON, LLC, a California limited liability company Name: Title: A-2 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, STATE OF CALIFORNIA ) COUNTY OF ) On before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A-3 9152034.0 A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF ) On before me, , a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official sea]. Signature (Seal) A-4 M2034.0 EXHIBIT A (to Third Amendment to Grant Deed) LEGAL DESCRIPTION OF PROPERTY A-5 9152034.v1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL GRANT DEED AND TAX STATEMENTS TO: Bel Air Soto, LLC e/o Bon Appetit Distribution, Inc. 4525 District Boulevard Vernon, CA 90058 A.P.N.: THIRD AMENDMENT TO GRANT DEED DOCUMENTARY TRANSFER TAX IS NOT APPLICABLE; THIS IS NOT A TRANSFER OF PROPERTY AND IS BEING RECORDED MERELY TO AMEND CERTAIN TERMS OF THE GRANT DEED RECORDED ON OCTOBER 30, 2007 AS DOCUMENT NO. 20072447887, AS AMENDED BY AMENDMENT TO GRANT DEED RECORDED ON OCTOBER 22, 2008 AS DOCUMENT NO.20081881385, AND AS AMENDED BY SECOND AMENDMENT TO GRANT DEED RECORDED ON AUGUST 11, 2009 AS DOCUMENT NO.20091231542 By Instrument No. 20072447887 recorded on October 30, 2007 (the "Grant Deed"), the City of Vernon, a body corporate and politic (the "Grantor"), granted to DP Vernon, LLC, a California limited liability company ("Grantee"), certain real property located in the City of Vernon, County of Los Angeles, State of California. As a matter of information, the description of such real property was modified as a result of Grantee granting to Grantor, and Grantor accepting such grant, the Northerly 5 feet of Lot 5 of Tract No. 6452, in the City of Vernon, County of Los Angeles, State of California, as per map recorded in Book 94, pages 77 and 78 of Maps in the Official Records of the County of Los Angeles ("Reconveyance Deed"). Such real property, as affected by the Reconveyance Deed, is described in the legal description attached hereto and made a part hereof as Exhibit A, is commonly known as 5001 S. Soto Street, City of Vernon, State of California 90058 and known herein as the "Property." The foregoing grant of Property was, pursuant to the above described Grant Deed, Amendment to Grant Deed recorded on October 22, 2008 as Instrument No. 20081881385, and Second Amendment to Grant Deed recorded August 11, 2009 as Instrument No. 20091231542, subject to certain conditions and a right of reversion contained in the Grant Deed, Amendment to Grant Deed and Second Amendment to Grant Deed. Grantor and Grantee desire to release all such conditions and right of reversion in their entirety. In order to release such conditions and right of reversion, the Grant Deed is amended to delete the nine paragraphs starting with the paragraph which begins "Grantee acknowledges that Grantor, as a municipality, has implemented certain development plans..." and through the paragraph which begins "The obligations of Grantee and right of reversion to Grantor as described herein shall terminate...", -1- 9190477.vl as such paragraphs were amended by the Amendment to Grant Deed and the Second Amendment to Grant Deed. This Third Amendment to Grant Deed may be executed and acknowledged by Grantor and Grantee in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Each of Grantor and Grantee, after verifying that the counterparts are identical except for signatures, is authorized and instructed to combine the signed signature and acknowledgment pages on one of the counterparts, which shall then constitute the Third Amendment to Grant Deed. IN WITNESS WHEREOF, Grantor has caused its duly authorized representative to execute this instrument as of the date hereinafter written. DATED: 2015. ATTEST: By: _ Name: Title: atsonrn.0 GRANTOR: CITY OF VERNON, a municipal corporation By: _ Name: Title: APPROVED AS TO FORM: By: _ Name: Title: GRANTEE: DP VERNON, LLC, a California limited liability company By: Name: Title: //icy P%rs�JT -2- A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, STATE OF CALIFORNIA COUNTY OF On H&v 26 zo,before me, op re_ L) a� v a notary public, personallyS appeared r' ?a Xer , who proved to me on the basis of satisfactory evidence to be the person(o whose name(s�( are subscribed to the within instrument and acknowledged to me that ('she/they executed the same in u er/their authorized capacity(ies), and that by Sher/their signature(s) on the instrument the person(aj, or the entity upon behalf of which the person(r) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature d� 9190477.0 —FLORA NGUY ComridesionNo.2082iis (Seal) NOTARY PMC4AUFORNU LOSANOELEBCOUN►Y •►NSami. Ep,YN opTp�,s ion A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, STATE OF CALIFORNIA COUNTY OF On before me, a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 9190477.0 EXIiIBIT A (to Third Amendment to Grant Deed) LEGAL DESCRIPTION OF PROPERTY stsoan.vt LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Los Angeles, City of Vernon and described as follows: Lot 5 of Tract No. 6452, in the City of Vernon, County of Los Angeles, State of California, as per Map recorded Book 94 and Page 77 and 78 of Maps, in the Office of the County Recorder of said County. Except therefrom the Northerly 5.0 feet thereof, as pursuant to the Certificate of Compliance recorded January 28, 2009 Instr. # 20090108681 , of Official Records. APN: 6308-002-022 (End of Legal Description) File No.: 01180-95987 Prelim Report SCE