HomeMy Public PortalAboutC-20-126 - CarCom Center, LLC and California Processing Company, LLC Settlement Agreement, General Release of All Claims and Joint Escrow Instructions AND Amendment to Sale Escrow Instructions, 2403 E. 223rd St.SETTLEMENT AGREEMENT, GENERAL RELEASE OF ALL CLAIMS
AND JOINT ESCROW INSTRUCTIONS
This Settlement Agreement, General Release of All Claims, and Joint Escrow Instructions
("Agreement") dated f)1(YI112020 ("Agreement Date") is entered into by and between (i)
Plaintiff and Cross -Defendant the City of Carson, a charter city as of January 1, 2019 ("City"),
and (ii) Defendants and Cross -Complainants CarCom Center, LLC, a Nevada limited liability
Ocompany ("CarCom") and California Processing Company, LLC, a California limited liability
company ("California Processing") (CarCom and California Processing are jointly,
"Defendants" and sometimes a "Party"). For purposes of this Agreement, City and Defendants
are sometimes jointly referred to as the "Parties" or each as a "Party".
RECITALS
A. City is the owner in fee of real property located on the northwest corner of Alameda
and 223rd Street in the City of Carson, California, with the address of 2403 E. 223rd Street
(Assessor Parcel Nos. 7315-012-900 and 7315-012-804) ("Property").
B. On August 27, 2018, the City and CarCom entered into that certain Agreement for
Purchase and Sale of Real Property and Joint Escrow Instructions dated August 27, 2018 ("PSA")
for the acquisition of the Property by CarCom. Pursuant to the FSA, CarCom deposited One
Hundred Thousand Dollars ($100,000) in escrow ("Original Deposit") which is currently being
held by Peninsula Escrow ("Escrow Holder") in Escrow No. 10-016665KK ("Escrow").
C. On September 4, 2018, in connection with the purchase of the Property by CarCom (as
a related party to California Processing), the City approved the issuance of one (1) cannabis
operation permit to California Processing. On or about December 3, 2018, the City and California
Processing entered into that certain Development Agreement with respect to the construction
development of a commercial cannabis operations building on the Property ("DA"). Pursuant to
statute, the DA was recorded on January 29, 2019 as Instrument No. 20190086179 in the Official
Records of the Recorder's Office of Los Angeles County, State of California.
D. On October 10, 2018, the City and California Processing entered into a Reimbursement
Agreement pursuant to which California Processing deposited One Hundred Twenty -Five
Thousand Dollars ($125,000) with the City to reimburse the City for costs related to the DA
("Reimbursement Agreement").
E. The sale of the Property pursuant to the PSA was never effectuated and Escrow did not
closed, therefore, the DA never became effective.
F. On June 13, 2019, the City initiated an action against Defendants, titled City of Carson
v. CarCom Center, LLC, et al, in the Superior Court of Los Angeles County, case number
19STCV20812, alleging breach of contract, declaratory relief, and cancellation of instrument
related to the Property ("Complaint").
G. On August 9, 2019, Defendants filed a Cross -Complaint against the City, alleging
breach of contract, promissory estoppel, negligent misrepresentation, fraud, breach of the implied
Page 1 of 9 Pages
covenant of good faith and fair dealing, specific performance, and unjust enrichment. The original
Cross -Complaint and all amendments thereto are referred to herein as the "Cross -Complaint."
H. Defendants caused a Notice of Pendency of Action (Lis Pendens) to be recorded against
the Property on or about September 26, 2019 as Instrument No. 201910I2926 in the Official
Records of the Recorder's Office of Los Angeles County, State of California ("Lis Pendens").
The Complaint and the Cross -Complaint are jointly referred to herein as the "Action."
J. Pursuant to the terms of this Agreement, the Parties wish to terminate the PSA, the
DA, and the Action, to avoid the uncertainty and costs of trial, and any potential appeals therefrom,
and to resolve fully and finally all disputes asserted in the Action, which could have been raised
in the Action, and which may exist by and between the Parties concerning the allegations set forth
in the Action. Pursuant to the terms of this Agreement, the Parties will exchange the required
documents and funds through the Escrow pursuant to the New Escrow Instructions (as defined
below).
NOW, THEREFORE, based upon the foregoing recitals and the terms, conditions,
covenants, and agreements contained herein, the Parties agree as follows:
AGREEMENT
In consideration of the facts, acknowledgements, agreements, general release, and
promises contained in this Agreement, and for other good and valuable consideration, the receipt
of which is acknowledged by each Party hereto, the Parties promise and agree as follows:
1. Recitals. The foregoing recitals are incorporated herein and made a part hereof.
2. Effective Date; Execution Process; Escrow; Default
a. Effective Date. This Agreement shall be effective ("Effective Date") upon the
execution of this Agreement by both Parties in accordance with the process set forth in Section
2.b.
b. Execution Process. Defendants shall execute three (3) copies of this Agreement
and three (3) copies of the Amendment of Sale Escrow Instructions in the form attached as Exhibit
A ("New Escrow Instructions") and deliver same to the City Attorney prior to the City Council
meeting scheduled for review and consideration by the City Council. If the City approves this
Agreement, City shall promptly complete the Agreement Date (on page 1) of this Agreement and
execute the documents previously delivered to City and deliver one (1) fully executed copy of each
document to Defendants and one (I) fully executed copy of the New Escrow Instructions to the
Escrow. If the City Council does not approve this Agreement, all originally executed copies shall
be promptly returned to Defendants.
c. Delivery. Within ten (I0) days of the Effective Date, the Parties shall deliver all
documents and funds into Escrow in accordance with this Agreement and the New Escrow
Instructions.
d. Default. If a Party fails to comply with Section 2.c, the non -defaulting Party shall
Page 2 of 9 Pages
deliver written notice and demand to perform to the defaulting Party ("Demand to Perform"). If
the defaulting Party fails to perform within five (5) business days from receipt of the Demand to
Perform, the non defaulting Party may, in its sole discretion, elect to either (i) terminate this
Agreement upon written notice to the defaulting Party; or (ii) file a motion under California Code
of Civil Procedure Section 664.6 seeking the Court to order the defaulting Party to perform its
obligations under this Agreement.
3. Purpose of Agreement. The purpose of this Agreement is to resolve all claims
and issues asserted in the Action, all claims and issues that could have been raised in the Action,
and all claims or potential claims arising from any transactions or occurrences between the City
and Defendants to date. The Parties agree it is their mutual intention that neither this Agreement
nor any terms hereof shall be admissible in any other or future proceedings against the City,
Defendants, or any Released Party, except a proceeding to enforce this Agreement.
4. Settlement of Dispute. As of the Effective Date, the Parties agree to settle the
Action as follows:
4.1 Termination of Agreements. This Agreement supersedes, replaces and
terminates the PSA, the Original Escrow Instructions and the DA and all terms and
provisions contained therein. Each Party hereby waives any and all ongoing rights under
the terms of the PSA, the Original Escrow and the DA, and all further rights and obligations
of any Party thereunder.
4.2 Defendants Oblizations. Defendants shall: (A) execute and acknowledge the
Release of Lis Pendens in the form of Exhibit B ("Lis Pendens Release"); (B) cause their
attorney to execute and acknowledge the Termination of Development Agreement in the
form of Exhibit C ("DDA Release"); and (C) execute (and attorney executes) a Dismissal
with Prejudice of the Cross -Complaint. All documents shall be delivered to Escrow Holder.
4.3 City Obligations. The City shall: (A) pay to Defendants the total sum of Three
Hundred Thousand Dollars ($300,000) ("Settlement Sum") consisting of (i) a cash
payment of Two Hundred Thousand Dollars ($200,000) by the City into Escrow; and (ii)
release of the Original Deposit to Defendants; (B) execute (and attorney executes) a
Dismissal with Prejudice of the Complaint; and (C) execute and acknowledge the DDA
Release. All documents shall be delivered to Escrow Holder.
4.4 Escrow. The Parties shall deliver all the funds and documents as specified in
Sections 2, 4.2 and 4.3 of this Agreement ("Funds and Documents") to Escrow in
accordance with the New Escrow Instructions.
(i) Close of Escrow. Escrow shall close ("Closing") as soon as possible after
(A) Escrow holds all the Funds and Documents; and (B) Fidelity National Title
Insurance Company ("Fidelity") has committed to record the DDA Release and the
Lis Pendens Release and concurrently issue the proforma title binder ("Proforma
Binder") in the form approved by City.
Upon Closing, Escrow Holder shall deliver to Defendants: (i) the Settlement Sum
pursuant to separate wiring instructions provided by Defendants; (ii) the Complaint
Page 3 of 9 Pages
Dismissal; and (iii) all other documents, if any, previously delivered by Defendants
into Escrow.
Upon Closing, Escrow Holder shall deliver to City: (i) the Cross Complaint
Dismissal, and (ii) all other documents previously delivered by City into Escrow,
including, but not limited to, the Grant Deed.
(ii) Fees. Escrow fees shall be One Thousand Dollars ($1,000) shall be paid
equally by each Party. Any fees payable to Fidelity for the Proforma Binder shall be
the sole responsibility of City.
5. Mutual General Release ("Release").
5.1 Release by City. As of the Closing Date, City fully and irrevocably releases and
forever discharges Defendants, and their current and former employees, officials, agents,
members, shareholders, directors, officers, attorneys and representatives, and any of them
("Defendant Releasees"), of and from any and all manner of action or actions, cause or
causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises,
liability, claims, demands, damages, loss, costs or expenses, of any nature whatsoever,
known or unknown, fixed or contingent ("City Claims"), the City now has or may
hereafter have by reason of any matter, cause, or thing whatsoever occurring prior to the
date of execution of this Agreement including, without limiting the generality of the
foregoing, any City Claims constituting, arising out of, based upon, or relating to the
allegations set forth in the Complaint and Cross -Complaint, as well as any matters, causes,
or things whatsoever that were, or have been, or could in any way have been, alleged in the
pleadings filed in the Action.
5.2 Release by Defendants. As of the Closing Date, Defendants fully and
irrevocably release and forever discharge the City, and its current and former employees,
officials, agents, members, shareholders, directors, officers, attorneys and representatives,
and any of them ("City Releasees"), of and from any and all manner of action or actions,
cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements,
promises, liability, claims, demands, damages, loss, costs or expenses, of any nature
whatsoever, known or unknown, fixed or contingent ("Defendant Claims"), Defendants
have or may hereafter have by reason of any matter, cause, or thing whatsoever occurring
prior to the date of execution of this Agreement including, without Iimiting the generality
of the foregoing, any Defendant Claims constituting, arising out of, based upon, or relating
to the allegations set forth in the Complaint and Cross -Complaint, as well as any matters,
causes, or things whatsoever that were, or have been, or could in any way have been,
alleged in the pleadings filed in the Action.
5.3 Release of Unknown Claims. As set forth in this Section 5, the Releases are a
release of ALL claims, demands, causes of action, obligations, damages, and liabilities of
any nature whatsoever that are described in the Release and are intended to encompass all
known and unknown, foreseen and unforeseen claims that the Parties may have as a result
of the Action, except for any claims that may arise from the terms of this Agreement.
5.4 Discovery of Different or Additional Facts. The Parties acknowledge that they
Page 4 of 9 Pages
may hereafter discover facts different from or in addition to those that each now knows or
believes to be true with respect to the claims, demands, causes of action, obligations,
damages, and liabilities of any nature whatsoever that are the subject of the Release set
forth in Section 5 of this Agreement, and expressly agree to assume the risk of the possible
discovery of additional or different facts, and the Parties agree that this Agreement shall be
and remain effective in all respects regardless of such additional or different facts.
5.5 Waiver of Civil Code Section 1542. Further, the Parties acknowledge that each
has been informed of the provisions of California Civil Code Section 1542, and expressly
agree to waive and relinquish all rights and benefits each may have under California Civil
Code Section 1542. That section reads as follows:
A general release does not extend to claims that the
creditor or releasing party does not know or suspect
to exist in his or her favor at the time of executing the
release and that, if known by him or her, would have
materially affected his or her settlement with the
debtor or released party.
6. Attorneys' Fees and Costs. Each Party agrees to bear their own attorneys' fees
and costs in connection with the Action and the negotiation and execution of this Agreement.
7. Non -Admission of Liability. The Parties acknowledge and agree that this
Agreement is a settlement of disputed claims. Neither the fact that the Parties have settled nor the
terms of this Agreement shall be construed in any manner as an admission of any liability by the
Parties and/or the Parties' Releasees, including the Parties' attorneys, all of whom have
consistently taken the position that they have no liability whatsoever.
8. Renresentation of Authority. The individuals executing this Agreement on
behalf of the Parties represent and warrant that they have full standing, power, and authority to
grant releases and settle the Claims as contained in this Agreement, and do so on behalf of the
Parties, that the Parties shall, therefore, be bound by the terms of this Agreement.
9. No Assignment of CIaims.
9.1 Com. City warrants that it has made no assignment or transfer, and will make no
assignment or transfer, of any claim, cause of action, right of action or any right of any
kind whatsoever, embodied in any of the City Claims and allegations referred to herein,
and that no other person or entity of any kind had or has any interest in any of the City
Claims.
9.2 Defendants. Defendants, jointly and severally, warrant that they have made no
assignment or transfer, and will make no assignment or transfer, of any claim, cause of
action, right of action or any right of any kind whatsoever, embodied in any of the
Defendant Claims and allegations referred to herein, and that no other person or entity of
any kind had or has any interest in any of the Defendant Claims.
10. Successors and Assigns. This Agreement, and all the terms and provisions hereof,
Page 5 of 9 Pages
shall be binding upon and shall inure to the benefit of the Parties and their respective legal
representatives, successors and assigns.
11. Knowing and Voluntary. This Agreement is an important legal document and in
all respects has been voluntarily and knowingly executed by the Parties. The Parties specifically
represent that prior to signing this Agreement they have been provided a reasonable period of time
within which to consider whether to accept this Agreement. The Parties further represent that they
have each carefully read and fully understand all of the provisions of this Agreement, and that they
are voluntarily, knowingly, and without coercion entering into this Agreement based upon their
own judgment.
12. Assistance of Counsel. The Parties each specifically represent that they have, prior
to executing this Agreement, consulted to their satisfaction with and received independent advice
from their respective counsel concerning the terms and conditions of this Agreement.
13. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be considered an original but all of which shall constitute one agreement.
14. Severability. Should any portion, word, clause, phrase, sentence or Section of this
Agreement be declared void or unenforceable, such portion shall be considered independent and
severable from the remainder, the validity of which shall remain unaffected.
15. Ambiguity. The Parties acknowledge that this Agreement was jointly prepared by
them, by and through their respective legal counsel. This Agreement shall be construed according
to its fair meaning as prepared by both of the Parties, and any uncertainty or ambiguity existing
herein shall not be interpreted against either of the Parties.
16. Waiver. Failure to insist on compliance with any term, covenant, or condition
contained in this Agreement shall not be deemed a waiver of that term, covenant, or condition, nor
shall any waiver or relinquishment of any right or power contained in this Agreement at any one
time or more times be deemed a waiver or relinquishment of any right or power at any other time_
17. Retention of Jurisdiction. Pursuant to California Code of Civil Procedure section
664.6, the Parties stipulate and agree that the Superior Court of Los Angeles County shall retain
jurisdiction over the Parties and the Action, as to any action to enforce, invalidate, or interpret any
provision of this Agreement. The Parties agree to file a Stipulation to this effect before dismissal
of the Action.
18. Enforcement Costs. Should any legal action be required to enforce the terms of
this Agreement, the prevailing party shall be entitled to recover their actual attorneys' fees, costs,
and expenses, which are reasonably incurred, from the non -prevailing party, in addition to any
other relief to which that party may be entitled. Such fees and costs shall not be limited by any
statutory guidelines.
19. Governing Law; Venue. This Agreement is made and entered into in the State of
California, and shall in all respects be interpreted, enforced and governed under the laws of said
State without giving effect to conflicts of laws principles. Any action to enforce, invalidate, or
Page 6 of 9 Pages
interpret any provision of this Agreement shall be brought in Superior Court of Los Angeles
County.
20. Duty of Cooperation. Upon request of a Party, the other Party shall reasonably
cooperate to effect the intent of this Agreement which may include executing documents as
required by a title insurance company or the Escrow.
21. Notice. Any notice which either Party may desire to give to the other Party or to
the Escrow Holder must be in writing and may be given (i) by personal delivery which will be
deemed received the following day or (ii) by mailing the same by registered or certified mail,
return receipt requested which will be deemed delivered three (3) days after depositing same in the
mail, addressed to the party to whom the notice is directed as set forth below, or such other address
and to such other persons as the Parties may hereafter designate:
To City: City of Carson
701 E. Carson Street
Carson, CA 90745
Attention: City Manager
With a Copy to: Aleshire & Wynder, LLP
18881 Von Karman Avenue, Suite 1700
Irvine, CA 92612
Attention: Sunny Soltani, Esq. & Alison Flowers, Esq.
To Defendants: CarCom Center, LLC
4831 Louise Ave
Encino, CA 91316
California Processing Company, LLC
4831 Louise Ave
Encino, CA 91316
With a Copy to: Sklar Kirsch, LLP
I880 Century Park East, Suite 300
Los Angeles, California 90067
Attn: Ian S. Landsberg
If to Escrow Holder: Peninsula Escrow
4007 Miraleste Plaza
Rancho Palos Verdes CA 90275
Attn: Kevin Kraft, Escrow Officer
Escrow No. 10 -106665 -KK
22. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties who have executed it and supersedes any and all other agreements, understandings,
negotiations, or discussions, either oral or in writing, express or implied between the Parties to this
Agreement. The Parties to this Agreement each acknowledge that no representations, inducements,
Page 7 of 9 Pages
promises, agreements, or warranties, oral or otherwise, have been made by them, or anyone acting
on their behalf, which are not embodied in this Agreement, and that they have not executed this
Agreement in reliance on any such representation, inducement, promise, agreement or warranty.
No representation, inducement, promise, agreement or warranty not contained in this Agreement
including, but not limited to, any purported supplements, modifications, waivers, or terminations
of this Agreement shall be valid or binding, unless executed in writing by all of the Parties to this
Agreement.
23. Execution in Counterparts. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on the Parties,
notwithstanding that the Parties are not signatories to the original or the same counterpart.
24. Exhibits. Exhibit A, B & C are attached hereto and incorporated herein by
reference.
[SIGNATURE PAGE FOLLOWS]
Page 8 of [) Pages
IN WITNESS WHEREOF, the undersigned execute this Settlement Agreement as of the
dates specified below.
DEFENDANTS:
CARCOM CENTER, LLC
a Nevada limit 'ability company
By:
Todd Parkin
Managing Member
California Processing Company, LLC,
a California l' ' ed liability company
By:
Todd Parkin,
Managing Member
APPROVED AS TO FORM:
SKL
CITY:
Donesia L. Gause, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: 0/.
Sunny K. Soltani,
City Attorney
Page 9 of 9 Pages
EXHIBIT A
NEW ESCROW INSTRUCTIONS
Peninsula Escrow 4007 Miraleste Plaza
BECAUSE YOU DESERVE THE BEST Rancho Palos Verdes CA 90275
Phone No. 310.514.1451 ext 2650
Direct Fax No. 310,356.4275
kevin oen�_com
PENINSULA ESCROW LICENSED BY THE DEPARTMENT OF BUSINESS OVERSIGHT OF THE
STATE OF CALIFORNIA, LICENSE NUMBER 863-1290
Kevin Kraft Escrow No. 10 -16665 -KK
Sr, Certified Escrow Officer/Manager , 2020
AMENDMENT TO SALE ESCROW INSTRUCTIONS
These instructions amend those certain Sale Escrow Instructions dated March 14, 2019 pursuant to the
Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions August 27, 2018, Buyer
and Seller have settled the dispute regarding the sale of the property pursuant to that certain Settlement
Agreement dated , 2020 ("Settlement Agreement"). A copy of the Settlement Agreement
has been provided to Escrow Holder
As between Buyer and Seller, if the terms of these Instructions conflict with the Settlement Agreement, the
Settlement Agreement shall control. In the event of any conflict. Escrow Holder shall have the right to require
mutual executed instructions to clarify Escrow Holder's duties.
All terms not defined in these Instructions shall have the same meaning as set forth in the Settlement
Agreement_
Escrow Holder acknowledges that the sum of $100,000 is currently held in the escrow ("Original Deposit").
Concurrently with the delivery of these Instructions, each party shall deliver the following:
• Buyer's Deliveries. Buyer shall deliver to Escrow Holder: (A) an executed and acknowledged
Release of Lis Pendens; (B) the Termination of Development Agreement (DDA Release) executed
and acknowledged by California Processing Company, LLC, a California limited liability company
("CPC"); and (C) an originally executed (also executed by their attorney) Dismissal with Prejudice
of the Cross -Complaint.
+ Seller's Deliveries.. Seller shall deliver to Escrow Holder: (A) the sum of Two Hundred Thousand
Five Hundred Dollars ($200,500); (B) an originally executed (also executed by their attorney)
Dismissal with Prejudice for the Complaint; and (C) an executed and acknowledged DDA Release,
Upon receipt of all of the foregoing documents and funds, Escrow Holder Is directed to assemble a full
counterpart executed copy of the DDA Release and deliver same and the Lis Pendens Release to Fidelity
National Title Insurance Company ("Fidelity") which shall hold same until Escrow Holder notifies Fidelity
that # is in a position to close. Prior to closing, Escrow Holder shall confirm with Fidelity that it has committed
to record both the DDA Release and the Lis Pendens Release and concurrently issue the proforma title
binder for the Property to Seller ("Proforma Binder") in the form approved by Seller. Any cost for the
Proforma Binder will be the sole cost and expense of Seller which shall be paid by Seller directly to Fidelity.
Upon receipt of confirmation from Fidelity, Escrow Holder shall close this Escrow and is directed as follows:
1. Deliver to or for Buyer as follows:
(i) The sum of Two Hundred Ninety -Nine Thousand Five Hundred Dollars ($299,500) shall be
delivered to Buyer pursuant to separate wiring instructions provided by Buyer,-
Page
uyer;
Page I of 2 Pages
(ii) Deliver the original Dismissal with Prejudice of Complaint to Buyer's attorney; and
(iii) Return to Buyer all (if any) original documents executed by Buyer as part of the original sale
agreement.
2. Deliver to or for Seller as follows:
(a) Direct Fidelity to immediately record the DDA Release and Dismissal of Lis Pendens and issue
the Proforma Policy;
(b) Deliver the original Dismissal with Prejudice of Cross -Complaint to Seller's attorney; and
(c) Deliver to Seller all originally executed documents which were previously delivered to Escrow
Holder as part of the original sale.
3. Escrow Holder shall retain the sum of One Thousand Dollars ($1,000) for its escrow fees.
BUYER: SELLER: In
CARCOM CENTER, LLC,
CITY OF C N, '
a Nevada limited liability company
a charter sof Ja , 201
By:
Todd Parkin
Sh ersLOTy
Managing Member
202
CPC is not a party to the Escrow but consents
to the delivery and recordation of the DDA
ATTEST -
Release per these Instruction:
California Processing Company, LLC,
Donesia L. Gause, City Clerk
a California limited liability company
APPROVED AS TO FORM:
By:
Todd Parkin,
ALESHIRE & WYNDER, LLP
Managing Member
APPROVED AS TO FORM:
By:
Sunny K. Soltani,
SKLAR KIRSH, LLP
City Attorney
By:
Ian S. Landsberg
Defendants' Attorney
Page 2 of 2 Pages
EXHIBIT B
LIS PENDENS RELEASE
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Carson
701 E. Carson Street
Carson, CA 90745
Attn: City Clerk
APN 7315-012-900 & 7315-012-804
Space Above this Line for Recorder's Use Only
Exempt from recording fees Gov. Code 6133
NOTICE OF WITHDRAWAL AND RELEASE OF LIS PENDENS
Page I of 3 Pages
SKLAR KIRSH, LLP
Ian S. Landsberg (SBN 137431)
ilandsberg@sklarkirsh.com
Molly K. Madden (SBN 281483)
mmadden@sklarkirsh.com
1880 Century Park East, Suite 300
Los Angeles, California 90067
Telephone: (310) 845-6416
Facsimile: (310) 929-4469
Attorneys for Defendants and Cross -
Complainants CarCom Center, LLC, and
California Processing Company, LLC
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES, CENTRAL DISTRICT
CITY OF CARSON, a California charter city
as of January 1, 2019,
Plaintiff,
V.
CARCOM CENTER, LLC, aka the Carson
Commercial Center, a Nevada Limited
Liability Company; CALIFORNIA
PROCESSING COMPANY, LLC, a
California Limited Liability Company; and
DOES 1 through 100,
Defendants.
Case No. 19STCV20812
WITHDRAWAL & RELEASE OF
NOTICE OF PENDENCY OF ACTION
(LIS PENDENS) (CCP §405.50)
TO ALL PARTIES AND THEIR COUNSEL OF RECORD:
PLEASE TAKE NOTICE that Defendants and Cross -Complainants CarCom Center, LLC
and California Processing Company, LLC hereby release and withdraw the Notice of Pendency of
Action (Lis Pendens) regarding the cross -action filed on August 9, 2019 in the Superior Court of
California, County of Los Angeles, Case No. 19STCV20812 against Plaintiff and Cross -Defendant
City of Carson, a California charter city as of January 1, 2019 that was recorded with the County
Recorder of the County of Los Angeles on September 26, 2019 as Instrument No. 20191012926 so
Page 2 of 3 Pages
that that it does not (1) constitute constructive or actual notice of any of the matters contained,
claimed, alleged, or contended in it or ol-any matters relating to this lawsuit or (2) create any duty
of inquiry in any person dealing with the affected property described in the notice after the date of
recordation of this notice of withdrawal.
The above-mentioned lawsuit involved a claim to the following real property Iocated in the
City of Carson, County of Los Angeles, State of California and described as follows:
The real property commonly known as and located on the northwest corner of Alameda and
2231d Street in the City of Carson (APNs: 7315-012-900, 7315-012-804) and legally described as:
That portion of Lot 6 in Block "C" of the Subdivison of a part of the Rancho San Pedro, (also
known as Dominguez Colony), in the County of Los Angeles, State of California, as shown on
Maps recorded in Book 1, Pages 601 and 602, and Book 32, Pages 97 and 98 of Miscellaneous
Records, in the Office of the County Recorder of said County, bounded as follows:
On the North by the Southerly line of that certain parcel of land described in decd to the State of
California, as recorded in Book D748, Page 676, Official Records, in the Office of the County
Recorder of said County, (now known as the San Diego Freeway); on the South bounded
Southerly by Northerly line of 100' strip of land described per (Parcel 12-13:) in Decree of
Condemnation, recorded October 5, 1973, Instrument No. 4331, Official Records; on the West
by a line which is at right angles to said last mentioned centerline and which passes through a
point in said centerline, distant Easterly hereon, 1607.85 feet from the Southerly prolongation of
the Westerly line of Lot 5 of said Block "C," and on East by the Westerly line of that certain 250
foot strip of land described first in deed to the Pacific Electric Land Company recorded as
Instrument No. 1314 on January 24, 1924, in Book 2683, Page 358, Official Records.
DATED- , 202 SKLAR KIRSH, LLP
Ian S. Landsberg
Molly K. Madden
Attorneys for Defendants and Cross -Complainants
CarCom Center, LLC, and California Processing
Company, LLC
Page 3 of 3 Pages
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 )
ss.
DEVELOPER OF )
On _ , 202_ 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 Section is true and correct.
WITNESS my hand and official seal.
Notary Public
0CrAX
Page 4 or I Pages
EXHIBIT C
TERMINATION OF DDA
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Carson
701 E. Carson Street
Carson, CA 90745
Attn: City Clerk
APN 7315-012-900 & 7315-012-804
Space Above this line for Recorder's Use Only
Exempt from recording fees Gov. Code 6133
CANCELLATION OF DEVELOPMENT AGREEMENT
This CANCELLATION OF DEVELOPMENT AGREEMENT ("Cancellation") is executed by the
CITY OF CARSON, a charter city as of January 1, 2019 ("City") and CALIFORNIA PROCESSING
COMPANY, LLC, a California limited liability company ("Developer").
RECITALS
A. City and Developer entered into that certain DEVELOPMENT AGREEMENT executed by the City
as of December 3, 2018 and recorded on January 29, 2019 as Instrument No. 20190086179 in the
Official Records of Los Angeles County, State of California ("Development Agreement").
B. The Development Agreement affected that certain real property legally described on Exhibit A attached
hereto and incorporated herein by reference ("Property").
C. Pursuant to Sections 1.35 and 3.3, the Development Agreement is not effective unless and until
Developer acquires either a legal or equitable interest in the Property.
D. Developer does not own and will not be acquiring a legal or equitable interest in the Property.
E. Since the Development Agreement will never be effective, the parties are executing this
Cancellation to formally confirm cancellation of the Development Agreement and to remove the
Development Agreement from record title of the Property.
ACKNOWLEDGEMENT OF CANCELLATION
City and Developer hereby each acknowledge and confirm that the Development Agreement is
cancelled and of no force or effect and Developer has no further duties or obligations thereunder.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Cancellation as of the dates indicated
below.
DEVELOPER: SELLER:
CALIFORNIA PROCESSING COMPANY,
LLC, a California limited liability company
Todd Parkin,
Managing Member
APPROVED AS TO FORM:
SKLAR KIRSH, LLP
By:
Ian S. Landsberg
Attorney
CITY OF CARSON, a charter city as of
January 1, 2019
Sharon Landers, City Manager
, 202_
ATTEST:
Donesia L. Gause, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By:
Sunny K. Soltani, City Attorney
EXHIBIT A
LEGAL DESCRIPTION OF SITE
The real property located in the City of Carson, County of Los Angeles, State of California described
as follows: (APNs: 7315-012900, 7315-012-804)
That portion of Lot 6 in Block "C" of the Subdivison of a part of the Rancho San Pedro, (also
known as Dominguez Colony), in the County of Los Angeles, State of California, as shown on
Maps recorded in Book 1, Pages 601 and 602, and Book 32, Pages 97 and 98 of Miscellaneous
Records, in the Office of the County Recorder of said County, bounded as follows:
On the North by the Southerly line of that certain parcel of land described in deed to the State of
California, as recorded in Book D748, Page 676, Official Records, in the Office of the County
Recorder of said County, (now known as the San Diego Freeway); on the South bounded
Southerly by Northerly line of 100' strip of land described per (Parcel 12-13:) in Decree of
Condemnation, recorded October 5, 1973, Instrument No. 4331, Official Records; on the West
by a line which is at right angles to said last mentioned centerline and which passes through a
point in said centerline, distant Easterly hereon, 1607.85 feet from the Southerly prolongation of
the Westerly line of Lot 5 of said Block "C," and on East by the Westerly line of that certain 250
foot strip -of land described first in deed to the Pacific Electric Land Company recorded as
Instrument No. 1314 on January 24, 1924, in Book 2683, Page 358, Official Records.
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 )
ss.
DEVELOPER OF )
On , 202` 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 Section is true and correct.
WITNESS my hand and official seal.
Notary Public
SEAL:
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
I�f�i7�i�l:Z�7�
On , 202_ 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) islare 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 Slate of California that the
foregoing Sectionis true and correct.
WITNESS my hand and official seal,
Notary Public
SEAL:
is
Peninsula Escrow
BECAUSE You DESERVE THE BEST
4007 Miraleste Plaza
Rancho Palos Verdes CA 90275
Phone No. 310.514.1451 ext 2650
Direct Fax No. 310.356.4275
kevin(a') pen escrow. com
PENINSULA ESCROW LICENSED BY THE DEPARTMENT OF BUSINESS OVERSIGHT OF THE
STATE OF CALIFORNIA, LICENSE NUMBER 863-1290
Kevin Kraft Escrow No, 10 -16665 -KK
Sr. Certified Escrow Officer/Manager 2020
AMENDMENT TO SALE ESCROW INSTRUCTIONS
These instructions amend those certain Sale Escrow Instructions dated March 14, 2019 pursuant to the
Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions August 27, 2018. Buyer and
Seller have settled the dispute regarding the sale of the property pursuant to that certain Settlement Agreement
dated NWmbw L, 2020 CSettlement Agreement"). A copy of the Settlement Agreement has been provided
to Escrow Holder.
As between Buyer and Seller, if the terms of these Instructions conflict with the Settlement Agreement, the
Settlement Agreement shall control. In the event of any conflict, Escrow Holder shall have the right to require
mutual executed instructions to clarify Escrow Holder's duties.
All terms not defined in these Instructions shall have the same meaning as set forth in the Settlement
Agreement.
Escrow Holder acknowledges that the sum of $100,000 is currently held in the escrow ("Original Deposit").
Concurrently with the delivery of these Instructions, each party shall deliver the following:
• Buyer's Deliveries. Buyer shall deliver to Escrow Holder: (A) an executed and acknowledged
Release of Lis Pendens; (B) the Termination of Development Agreement (DDA Release) executed
and acknowledged by California Processing Company, LLC, a California limited liability company
("CPC"); and (C) an originally executed (also executed by their attorney) Dismissal with Prejudice of
the Cross -Complaint.
Seller's Deliveries.. Seller shall deliver to Escrow Holder: (A) the sum of Two Hundred Thousand
Five Hundred Dollars ($200,500); (B) an originally executed (also executed by their attorney) Dismissal
with Prejudice for the Complaint; and (C) an executed and acknowledged DDA Release.
Upon receipt of all of the foregoing documents and funds, Escrow Holder is directed to assemble a full
counterpart executed copy of the DDA Release and deliver same and the Lis Pendens Release to Fidelity
National Title Insurance Company ("Fidelity") which shall hold same until Escrow Holder notifies Fidelity that
it is in a position to close. Prior to closing, Escrow Halder shall confirm with Fidelity that it has committed to
record both the DDA Release and the Lis Pendens Release and concurrently issue the proforma title binder
for the Property to Seller ("Proforma Binder") in the form approved by Seller. Any cost for the Proforma Binder
will be the sole cost and expense of Seller which shall be paid by Seller directly to Fidelity.
Upon receipt of confirmation from Fidelity, Escrow Holder shall close this Escrow and is directed as follows:
1. Deliver to or for Buyer as follows:
(i) The sum of Two Hundred Ninety -Nine Thousand Five Hundred Dollars ($299,500) shall be delivered
to Buyer pursuant to separate wiring instructions provided by Buyer;
(ii) Deliver the original Dismissal with Prejudice of Complaint to Buyer's attorney; and
(iii) Return to Buyer all (if any) original documents executed by Buyer as part of the original sale
agreement.
2. Deliver to or for Seller as follows:
(a) Direct Fidelity to immediately record the DDA Release and Dismissal of Lis Pendens and issue the
Proforma Policy;
(b) Deliver the original Dismissal with Prejudice of Cross -Complaint to Seller's attorney, and
(c) Deliver to Seller all originally executed documents which were previously delivered to Escrow Holder
as part of the original sale.
3. Escrow Holder shall retain the sum of One Thousand Dollars ($1,000) for its escrow fees.
CARCOM CENTER, LLC,
a Nevada limited liability company
By:f
Todd Parkin
Managing Member
CPC is not a party to the Escrow but consents
to the delivery and recordation of the DDA
Release per these Instruction:
California Processing Company, LLC,
a California limliability company
By;
Todd Parkin,
Managing Member
APPROVED AS TO FORM;
SKLAR "SH, LLP
S. Landsberg
:ndants' Attoi
SELLER:
CITY OF CARW
a charter citYAS of
By:
ar Landers, Ci n ger
20z�)
1/1 - 't_ P11,_(,'� Ie1,
bri sia L. G6usiY, City Cie
APPROVED AS TO FORM;
ALESHIRE & WYNDER, LLP
By 1 - -QhQ
Sunny K. Soltani,
City Attorney