CONTRACT 3624 Other36 2q
June 28, 2006
City of El Segundo "City"
Public Works Department
City Hall
350 Main Street
El Segundo, CA 90245 -3813
Attention: Mr. Steven Finton
PRINCIPAL: Rosecrans- Sepulveda Partners 3, LLC, a Delaware limited
liability company
LOAN: Wells Fargo Bank, National Association, individually, and as Administrative
Agent, ( "Lender") 101910
"Property" described on Exhibit "A" attached hereto.
SET ASIDE LETTER
Gentlemen:
Rosecrans- Sepulveda Partners 3, LLC, a Delaware limited liability company ( "Principal ") is in the process of
developing a retail shopping center to be known as the "Plaza El Segundo" which shall be comprised of (1)
approximately 380,000 rentable square feet of retail space and (ii) various other common area improvements
on the Property and has advised us that in connection with the development the City of El Segundo (the
"City") is requiring that Principal complete and provide security for the completion of the enlargement of a city
detention basin as more completely described on Exhibit B ( "Required Work "). We have made a Loan to the
Principal,. one of the purposes of which will be to finance the construction of said Required Work.
In reliance upon the Principal's representation of the estimated cost of said Required Work, and as an
inducement for the completion of the development of the Property by the Principal, we will allocate in the
disbursement budget for the Loan the sum of $1,200,000.00 for said Required Work. We will disburse said
allocated funds from time to time to or for the account of Principal for said Required Work in accordance with
our loan documents, which shall include but not be limited to presentation of invoices and lien waivers by
Principal to Lender prior to disbursement. We make no representation or agreement as to the use of said
funds after such disbursement and no representation as to the actual performance of the Required Work or its
quality. While you are entitled to enforce this Set Aside Letter pursuant to its terms, this letter shall not make
you a party or third -party beneficiary to our loan documents.
If the Principal fails to complete or pay for said Required Work as required by the City, we agree to disburse to
you the undisbursed remaining balance of the aforementioned Loan funds that have been allocated for said
Required Work subject only to (a) federal or state statutory requirements to withhold said funds, (b) if the
Principal or the Property be subject to the jurisdiction of a Bankruptcy Court, an Order of that Court directing
such disbursement; (c) receipt by us of your written demand; and (d) proof of completion of such Required
Work.
RosecransSepulveda Partners 3 Page 1 LOAN NO. 101910
SETASIDE.CA M (09/94) 6260- 4- 2- 7WINEDEB
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This is an irrevocable commitment of funds which is not subject to recall, or offset, but is expressly
conditioned upon the terms and conditions of the Loan and the other terms and conditions as set forth herein.
Our liability hereunder shall expire upon the earlier of:
a. disbursement of all allocated funds;
b. completion of the Required Work;
c. acceptance of the Required Work by the City;
d. November 10, 2007 or if the loan is subsequently extended pursuant to the first option to extend provided
in the building loan agreement - this date shall be May 10, 2008, or if the loan is further extended pursuant to
the second option to extend provided in the building loan agreement - this date shall be November 10, 2008;
or
e. submission of sufficient security by Principal to the City and return of the original Set Aside Letter to
Lender.
Very truly yours,
Wells Fargo Bank, National Association, individually, and as Administrative Agent
By:
Bryan 48fevens
Its: Vice President
Rosecransbepurveaa Partners 3 Page 2 LOAN NO. 101910
SETASIDE.CA M (09/94) 6260- 4- 2- TWINEDEB
362,;4.
CONSENT AND AGREEMENT OF PRINCIPAL
To induce Wells Fargo Bank, National Association, individually, and as Administrative Agent ( "Lender "), to
issue the foregoing Set Aside Letter, Principal hereby represents and warrants that the sum of $1,200,000.00
is sufficient to pay for the cost of constructing and completing the Required Work on the Property, in
accordance with attached Exhibit B. Principal hereby irrevocably and unconditionally authorizes Lender to
disburse to the City or such other party that may have performed the Required Work for the credit and
account of Principal any remaining balance of the aforementioned Loan funds which has been allocated for
said Required Work pursuant to the loan documents for the Loan described above, upon the demand of the
City in accordance with the foregoing Set Aside Letter.
Any disbursements or payments which Lender makes or may be obligated to make pursuant to the foregoing
Set Aside Letter, whether made directly to the City or such other party that may have performed the Required
Work for completion of all or part of the Required Work, shall be added to the outstanding principal balance of
the promissory note secured by deed of trust ( "Note ") described in said loan documents; shall bear interest at
the rate of interest specified in the Note or the building loan agreement, and shall have the security afforded
disbursements under the Note and said loan documents.
Principal hereby indemnifies and holds Lender harmless from any claim, demand, cause of action, damage,
loss or liability, including court costs and attorney's fees, which Lender may suffer or incur as a direct or
indirect consequence of its issuance of or compliance with the foregoing Set Aside Letter and Principal shall
pay any indebtedness arising under this indemnity to Lender immediately upon demand of Lender. Lender
shall have no obligation to release any collateral or security described in said loan documents unless and until
Lender has received a full and final written release in form and content acceptable to Lender, of all liability
under the foregoing Set Aside Letter. Principal's duty to indemnify Lender, as set forth above, shall survive
the release and cancellation of the Note and the full or partial release and reconveyance of any other security
instruments described in said loan documents.
In addition to the other provisions of this Consent and Agreement of Principal, as a condition to the issuance
of the Set Aside Letter, Principal agrees as follows:
1. In the event of a Default under the Loan or ten (10) days prior to the maturity date of the Loan, Lender
shall have the option of disbursing all then remaining Set Aside funds from the Note into a separate account
for disbursement under this Set Aside Letter or in lieu thereof Principal shall post sufficient security with the
City, obtain from the City the original Set Aside Letter issued by Lender and return it to Lender prior to the
maturity date.
2. Guarantors and the City of El Segundo consent to the issuance of this Set Aside Letter.
Consented to and agreed:
Guarantors:
.a�
Robert W. Comstock, an individual
Robert W. Comstock, as Trustee of the
Coms t
Daniel Crosser i ind' 'dual
Allan Mackenzie, an individual
mosecransaepuiveaa Fanners 3 Page 3 LOAN NO. 101910
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3624.,,4
Continental Development Corporation, a California
corporation
By:
Richard C. Lundquist, President
Consent of the City:
City of El
By:
U Jeff Stewart
City Manger -f--
Dated as of: June 28, 2006
"PRINCIPAL"
Rosecrans - Sepulveda Partners 3, LLC, a Delaware
limited liability company
By: CCA Sepulveda, LLC, a California limited liability
company, Managing Member
By:
obert W. Comstock, Manager
RosecransSepulveda Partners 3 Page 4 LOAN NO. 101910
SETASIDE.CA M (09/94) 6260-4- 2- TWINEDEB
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EXHIBIT A
DESCRIPTION OF PROPERTY
Exhibit A to Set Aside Letter executed by Wells Fargo Bank, National Association, individually, and as
Administrative Agent, and Rosecrans - Sepulveda Partners 3, LLC, a Delaware limited liability company
"Principal ", in favor of City of El Segundo, "City ", dated as of June 28, 2006.
All the certain real property located in the County of Los Angeles, State of California, described as follows:
Parcel 1:
That portion of the Southwest Quarter of Section 18, Township 3 South, Range 14 West, S.B.B. & M., in the
City of El Segundo, County of Los Angeles, State of California, and more particularly described as:
Beginning at a point in the Easterly line of Sepulveda Boulevard, as described in the Final Decree of
Condemnation recorded in Book 13174 at Page 92, Official Records of said County, said point being 1040
feet Northerly, measured along said Easterly line, from the intersection of said Easterly line with the Northerly
line of Lot 4 of Tract No. 1314, as permap recorded in Book 20, Page 161 of Maps, in the Office of the County
Recorder of said County; thence along Easterly line as follows:
South 00 01' East a distance of 70.16 feet to the beginning of a tangent curve concave to the West and having
a radius of 3050.00 feet; Southerly along said curve a distance of 292.78 feet; South 5° 29' West a distance of
389.98 feet to the beginning of a tangent curve concave to the East and having a radius of 2950.00 feet;
Southerly along said curve a distance of 283.18 feet; and South 00 01' East a distance of 3.90 feet to the
Northerly line of aforesaid Lot 4 of Tract No. 1314; thence along the Northerly line of said Lot 4, South 600 41'
East a distance of 5.74 feet to the most Westerly corner of the land described in the deed to the Pacific
Electric Land Company, recorded in Book 5839, Page 185 of Deeds, records of said County; thence along the
Northerly line of said land so described (a portion of which is shown on a map filed for records with the deed
recorded in Book 6708, Page 304 of said deed records) South 700 41' East, a distance of 219.75 feet to the
beginning of a curve concave to the North and having a radius of 458.59 feet; thence Easterly along said
curve in said Northerly line a distance of 475.29 feet; thence continuing along said Northerly line of said land
so described, North 490 56' 05" East a distance of 1601.41 feet to an intersection with a line which is parallel
with the South line of said Southwest Quarter and passes through the point of beginning; thence North 890 59'
30" West, a distance of 1820.11 feet to the point of beginning;
EXCEPTING THEREFROM that portion of said land described and granted in the deed from Allied
Corporation, a New York Corporation to Chevron U.S.A. Inc., a California Corporation recorded October 15,
1984 as Instrument No. 84- 1233577, Official Records attached thereto a Resolution of the City of El Segundo
No. 2030 dated February 11, 1983, approving said Lot Line Adjustment.
Assessors Parcel No. 4138 - 015 -030 and 031
Parcel 2
Those portions of the Southwest Quarter of Section 18 Township 3 South Range 14 West in the Rancho
Sausal Redondo, in the City of El Segundo, County of Los Angeles, State of California.
Beginning at the intersection of the Northwesterly line of the land described in deed to the Pacific Electric
Land Company recorded in Book 5839, Page 185 of Deeds, with a line parallel with the Southerly line of the
Southwest Quarter of said Section 18, which passes through a point in the Easterly line of Sepulveda
Boulevard, as described in the Final Decree of Condemnation recorded in Book 13174, Page 29, Official
Records, said point being 1040 feet Northerly, measured along said Easterly line from the intersection of said
mosecransbepuiveoa Partners 3 Page 5 LOAN NO. 101910
SETASIDE.CA M (09/94) 6260- 4- 2- TWINEDEB
EXHIBIT A
Easterly line with the Northerly line of Lot 4 of Tract No. 1314, as per map recoreded in Book 20, Page 161 of
Maps, in the Office of the County Recorder of said County; thence along the above mentioned Northwesterly
line South 490 56' 05" West a distance of 1601.41 feet to the beginning of a tangent curve in said
Northwesterly line concave Northerly and having a radius of 458.59 feet; thence Westerly along said curve, a
distance of 347.97 feet to the Northerly line of the land described in the deed recorded in Book 6708, Page
304, of Deeds; thence along the Northerly line of said last mentioned land the following courses and
distances; South 680 48'25" East 98.98 feet to the beginning of a tangent curve concave Northerly and having
a radius of 421.07 feet; thence Easterly along said curve 390.17 feet; thence tangent to said curve at its point
of ending North 580 06' 05" East 172.86 feet; thence North 490 56' 06" East a distance of 1388.71 feet to a
point which bears South 400 03' 55" seconds East from the point of beginning; thence leaving said Northerly
line, North 400 03' 55" West 200 feet to the point of beginning;
Assessor's Parcel No. 4138- 015 -003 and 004
APN: Parcel 1: 4138- 015 -030; 4138- 015 -031; Parcel 2: 4138- 015 -003; 4138- 015 -004
nosccransaepuiveaa vartners 3 Page 6 LOAN NO. 101910
SETASIDE.CA M (09/94) 6260- 4- 2- TWINEDEB
EXHIBIT B
DESCRIPTION OF AND ALLOCATED FUNDS FOR BONDED WORK
Exhibit B to Set Aside Letter executed by Wells Fargo Bank, National Association, individually, and as
Administrative Agent, and Rosecrans - Sepulveda Partners 3, LLC, a Delaware limited liability company
( "Principal'), in favor of City of El Segundo ( "City "), dated as of June 28, 2006.
RosecransSepulveda Partners 3 Page 7 LOAN NO. 101910
SETASIDE.CA M (09/94)
6260.4- 2- TWINEDES
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Required Work
1
Clear, grub and export 50,000 cy of sand
2
Relocate concrete road that provides access into the bottom of detention basin
3
Install new stone drain outlet from Plaza El Segundo development
4
Modify existing stone drain outlet from Allied Way /adjacent industrial properties
5
Install new landscaping and irrigation in graded areas
RosecransSepulveda Partners 3 Page 7 LOAN NO. 101910
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Cost Breakdown
Amount
Site Work Line Item
1
Mobilization /Prep Site
$ 25,000
City Stone Retention
2
Clear and Grub Site /Demo Structures
$ 51,000
City Storm Retention
3
Export 50,000 cy @ $6.00
$ 300,000
City Storm Retention
4
Fine Grade
$ 45,000
City Storm Retention
5
Access Roads
$ 25,000
City Storm Retention
Concrete
$ 110,000
City Stone Retention
7
Stone Drain A
$ 17,432
City Stone Retention
8
Stone Drain B
$ 344,568
Stone Drain
9
Headwalls
$ 50,000
City Storm Retention
10
Landscaping
$ 45,000
City Storm Retention
11
Contingency
$ 187,000
Pty Storm Retention
$ 1,200,000
RosecransSepulveda Partners 3 Page 7 LOAN NO. 101910
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36 2 q - .
CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT
State of California
jCounty of J�O,s YVfe S ss.
On J� h� 0t9 0� a�� before me, ref f rt IW� S br
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to be the person4t) whose name(e) is /ace
subscribed to the within instrument and
acknowledged to me that he /9§94key executed
the same in his /ko;Abeir authorized
capacity4ieg), and that by his /herM"ir
signatureA on the instrument the person(s), or
the entity upon behalf of which the person)
acted, executed the instrument.
T ESS my hand and official seal.
Signature of Notary Pubic
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:
Document Date: _W tnP. OLD) of Wto Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Signer's Name: R; f ANj-& C • ku-y\d Q uij
Individual l U 1013 of thumb twtc
10 Corporate Officer — Title(s): PftjIIle;
Partner — `- Limited rl General
Attorney -in -Fact
- Trustee
Guardian or Conservator
Other:
Signer Is Representing:
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1999 Nahmal Notary Assocwtw • 9350 De Soto Ave . PO Box 2402 • Chatsworth. CA 91313 -2402 • www naoonalnotary org Prod No 5907 Reorder Call Toll-Free 14K"76.6627
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ALL PURPOSE ACKNOWLEDGMENT
State of CalifQQr�r is
County of W �(f� Uv } as. `
On b oQre e, I��i�le(!j Gl�l� Ih12iZ l� ,a Notary Public, personally
appeared, lR.-H&J,2 personally known to me (approved -to
to be the person(s) whose name(s) islare subscribed
to the within instrument and acknowledged to me that heleha they executed the same in
hisN4erAheir authorized capacity(ioe), and that by his4vw#Aair signatureW on the instrument
the personal, or the entity upon behalf of which the persor4a) acted, executed the instrument.
WITNESS my hand and official seal. Seal
Signature' G(- �w
SANDRA AN71377193
NORRIS
Commission Z
4WNotary Public - California ;
Los Angeles County
MyCornm.E)0resSeP28, 2006
♦ ♦ ♦ COMPLETING THE FOLLOWING INFORMATION IS NOT LEGALLY MANDATED
The information set forth below is an effort to protect members of the public, the Notary Public, or other officer from
unauthorized use of this form. Please note: llte capaciry(ies) of the signers are NOT certified by the Notary Public or other
officer and have not and will not be verified in any way by llu Notary Public or other officer.
ATTENTION: THE IDENTIFIABLE ATTRIBUTES OFTHE A7TACHEDDocumENT ARE As LIsrED BELOW
Type or Title of Document:
Date of Document:
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The Signer(s) claimed lie following capacily(ies)
Signatory's Name:
O Individual
O Corporate Officer: (Position)
O Partner: (Limited) (General)
O L.L.C.: (Position)
O Trustee
O Attorney in Fact
O Conservator
O Guardian
O Other:
THUMBPRINT: tdeno below only If the pint it OTHER THAN
PMHT thrmbpriet ofthe slener:
Number of pages (including attached erhibits)
Signatory's Name
O Individual
O Corporate Officer: (Position)
O Partner. (Limited) (General)
O L.L.C.: (Position)
O Trustee
O Attorney in Fact
O Conservator
O Guardian
O Other.
THUMBPRINT: leen ybelowoetyijtbepintisOTHERTHAN
MHT 1bt06prdt efthe Nawer:
0 2003 Awnsuratt Nor,un Itmmrm • 711 swill BOA Boutrvuo, Bsai, CA 92921 •(714) 671.2999
36 2
ALL PURPOSE ACKNOWLEDGMENT
State of Califorgij �ry
ss.
Count - of
Go }
On U before me, 14" ,a Notary Public, personally
appeared, _ ny Jlf / % (or proved to
me on the basis of satisfactory evidence) to be the personal whose named) Were subscribed
to the within instrument and acknowledged to me that he"eAkey executed the same in
hislt oir authorized capacity(", and that by hisAier"ir signature(s) on the instrument
the personfat; or the entity upon behalf of which the personfe) acted, executed the instrument.
WITNESS my hand and official seal.
Seal
Signature
SANDRA ANN NORRIS
Commission # 1377193 Z
Z Notary Public - California ;
Los Angeles County
MyCorrm. ExpitesSep28.2006
IPA
♦ ♦ ♦ COMPLETING THE FOLLOWING INFORMATION IS NOT LEGALLY MANDATED
The information set forth below is an effort to protect members of [fie public, the Notary Public, or other officer from
unauthorized use of this form. Please note: the capaciry(ies) of the signers are NOT certified by the Notary Public or other
officer and have not and will not be verified in any way by the Notary Public or other officer.
ATTENTION: THE IDE?MFTABLE ATnusu Es OFTHE ATTACHED DocumENT ARE As LISTED BELOW
Type or Title of Document:
Date of Document: Number of pages (including attached erhibits)
Names) of Creditable Witness(es), if any:
The Signer(s) claimed the following cepacity(ies)
Signatory's Naive:
Signatory's Name:
O Individual
O Individual
O Corporate Officer: (Position)
O Corporate Officer: (Position)
0 Partner. (Limited) (Generao
0 Partner: (Limited) (General)
O L.L.C.: (Position)
O L.L.C.: (Position)
O Trustee
0 Trustee
O Attorney in Fact
0 Attorney in Fact
0 Conservator
0 Conservator
0 Guardian
0 Guardian
0 Other:
0 Other:
THUMBPRINT: Idaofy Mow only ff &e pint is OTHE]t WAN
=117 thumbprint y/dw signer:
THUMBPRINT: Idaw y below only iftbe pint is ommt 7NAN
R1011T AwmbpnDn ordw si .,
0 2003 Auaarm Nmay lam urs • 711 Sotmt Bnu BOULEVARD. Bau, CA 92921 - (714) 671.21111!9