Agreement - Animal Services Real Property Exchange.pdf — Chula Vista City Council, March 4, 2025

SUNSET Property Exchange 1

REAL PROPERTY EXCHANGE AGREEMENT
and Joint Escrow Instructions]
This REAL PROPERTY EXCHANGE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (" Agreement"), is entered into on ________________________________ Effective Date”), by and between the City of Chula Vista, a municipal corporation ( hereinafter called " CITY"), and Sunset Equity Partners, LLC a California limited liability company ( hereinafter called " SUNSET"). CITY and SUNSET are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY desires to acquire fee interest in a portion of SUNSET’s real property currently identified as San Diego County Assessor’s Parcel No. 629- 060- 72, and more specifically defined in Section 102 of this Agreement for expansion of the Chula Vista Animal Care Facility ACF) and related uses or other public purposes;
WHEREAS, SUNSET desires to acquire fee interest in a portion of CITY’s real property currently identified as San Diego County Assessor’s Parcel No 629- 060- 55, and more specifically defined in Section 101 of this Agreement in exchange for their above- described property; and WHEREAS, the transaction contemplated under this Agreement is for the benefit of the public and in the furtherance of the public purposes of the CITY.

NOW THEREFORE, based upon the foregoing Recitals, which are incorporated herein by reference, and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DESCRIPTION OF PROPERTIES, PARTIES, AND TRANSACTION
101. Description of the Exchange Property . CITY is the owner of that certain real property located within the City of Chula Vista, County of San Diego, State of California as identified herein and more fully described in Exhibit “ A” and shown on Exhibit " B", respectively attached hereto and incorporated herein. For the purposes of this Agreement said real property , together with any improvements thereupon, is hereinafter referred to as " Exchange Property". 102. Description of Reciprocal Property. SUNSET is the owner of that certain real property located within the City of Chula Vista, County of San Diego, State of California as identified herein and more fully described in Exhibit “A” and shown in Exhibit " B", respectively attached hereto and incorporated herein. For the purposes of this Agreement said real property , together with any improvements thereupon, is hereinafter referred to as the " Reciprocal Property". 103. Status and Powers of SUNSET. SUNSET is the legal and lawful fee owner of the Reciprocal Property pursuant to the laws of the State of California and is authorized by the laws of the State of California to transfer the Reciprocal Property to the CITY and perform the actions and duties of SUNSET as more particularly described herein.

SUNSET Property Exchange 2
104. Status and Powers of CITY. CITY is a municipal corporation organized and existing pursuant to the Constitution and statutes of the State of California and is the legal and lawful fee owner of the Exchange Property. Subject to the approval of its City Council, CITY is authorized to enter into this Agreement, transfer the Exchange Property to SUNSET, and perform the actions and duties of the CITY as more particularly described herein. 105. Exchange of Properties . SUNSET desires and agrees to trade the Reciprocal Property to CITY in exchange for the Exchange Property, and CITY desires and agrees to trade the Exchange Property to SUNSET in exchange for the Reciprocal Property, on the terms and conditions in this Agreement. The Parties agree that the Exchange Property and Reciprocal Property, incorporating all terms and conditions of this Agreement, are of equivalent monetary value, and accordingly, there is no monetary consideration for the reciprocal exchange of the Exchange Property and Reciprocal Property provided for in this Agreement. Both Parties hereby acknowledge that the northeasterly 17 feet of the Exchange Property, measured at right angles to the southwesterly right- of-way line of Beyer Way ( 30 foot half- width) will be reserved from the grant for street and public utility purposes. Said reservation is as described in Exhibit “A” and shown on Exhibit “B” attached hereto.
106. Public Benefit. This Agreement is for the benefit of the public and is in furtherance of the public purposes of CITY. The CITY desires to acquire the Reciprocal Property for expansion of the Chula Vista Animal Care Facility ( ACF) and related uses or other public purposes. CITY is authorized to acquire property for public purposes, including, without limitation, for the purposes stated herein.

ARTICLE II

CONDITIONS PRECEDENT
201. Conditions Precedent to Closing. SUNSET' s obligation to trade the Reciprocal Property to CITY and CITY' s obligation to trade the Exchange Property to SUNSET are subject to the following conditions precedent ( each a “Condition Precedent” and collectively, the " Conditions Precedent") set forth in this Article II. Subject to each other’s rights under Article V "ESCROW", if any of the Conditions Precedent have not been fulfilled within the applicable time periods the Party for whose benefit such condition exists may:
a) Waive the Condition( s) Precedent by a written document provided to the other Party and proceed with the close of escrow in accordance with this Agreement as if the Condition( s) Precedent had been fulfilled ;
b) Terminate this Agreement by written notice to the other Party. 202. Title. Unless otherwise specified in this Agreement, SUNSET shall convey fee title to the Reciprocal Property to CITY by grant deed in substantially the same form attached hereto as Exhibit “C” free and clear of all liens and encumbrances, except as provided in Section 203 of this Agreement. Likewise, CITY shall convey fee title in the Exchange Property to SUNSET by grant deed in substantially the same form attached hereto as Exhibit “ C” free and clear of all liens and encumbrances, except as provided in Section 203 of this Agreement. 203. Preliminary Title Report, Condition of Title.
a) Within three ( 3) days of opening of Escrow, CITY for the Exchange Property and SUNSET for the Reciprocal Property shall promptly deliver completed SUNSET Property Exchange 3
statements of information to Escrow . Promptly following the execution of this Agreement but, in no event later than five (5) days following the opening of Escrow, a preliminary title report shall be issued by Fidelity National Tile Title Company”), describing the state of title of the Exchange Property, together with copies of all exceptions listed therein and a map plotting all easements specified therein (“Exchange Property Preliminary Title Report”).

Promptly following the execution of this Agreement but, in no event later than five ( 5) days following the opening of Escrow, a preliminary title report shall be issued by the Title Company describing the state of title of the Reciprocal Property, together with copies of all exceptions listed therein and a map plotting all easements specified therein (“ Reciprocal Property Preliminary Title Report”).
b) The Parties may conduct the due diligence set forth in Section 203 on the Exchange Property Preliminary Title Report ( for SUNSET) and the Reciprocal Property Preliminary Title Report ( for CITY). The term Preliminary Title Report” shall be used to refer to the Exchange Property Preliminary Title Report for SUNSET’s due diligence hereunder, and the Reciprocal Property Title Report for CITY’s due diligence hereunder. c) Within ten (10) days after a Party’s receipt of the Preliminary Title Report for the property it is obtaining, that Party shall notice the other Party (“ Title Notice”) of disapproval of any matters contained within the Preliminary Title Report (“ Disapproved Exceptions”).
d) Notwithstanding anything to the contrary herein, CITY shall be deemed to have automatically objected to all deeds of trust, mortgages, judgment liens, federal and state income tax liens, delinquent general and special real property taxes and assessments , and similar monetary encumbrances affecting the Reciprocal Property, and SUNSET shall discharge any such non- permitted title matters of record before or concurrently with the Close of Escrow.
e) In the event a Party delivers a timely Title Notice during the period provided in Paragraph ( c), the other Party shall have seven ( 7) days to notify the noticing Party of its election to either agree to remove the Disapproved Exceptions or decline to remove the Disapproved Exemptions (“ Response Notice”). A Party’s failure to respond shall be deemed to decline to remove the Disapproved Exceptions. If a Party declines to remove, is deemed to decline to remove, or is unable to remove the Disapproved Exemptions, the other Party may either ( a) elect to terminate the Agreement and Escrow, or b) accept title to the relevant property subject to the Disapproved Exemptions. This election shall be exercised by delivery of a written notice to the other Party within five ( 5) days following the earlier of the date the noticing Party receives notice that the Disapproved Exceptions cannot be removed or the date the other Party declines to remove the Disapproved Exceptions.
f) The due diligence provisions above shall apply to any amendments or supplements to the Preliminary Title Reports, provided that the initial review SUNSET Property Exchange 4
and approval period in Paragraph ( c) shall be limited to five ( 5) days following receipt of notice of such additional exceptions. g) SUNSET with regard to the Reciprocal Property and CITY with regard to the Exchange Property ( if applicable) shall be obligated to pay all current property taxes and assessments to the date of closing. The Parties recognize that certain monetary encumbrances such as existing deeds of trust, tax liens, assessment liens, and the like will be discharged through Escrow as provided in this Agreement notwithstanding the giving of any notice or any failure to give any notice with respect to these items. h) From and after the effective date of the Exchange Property Preliminary Title Report, CITY shall not alter the condition of title without the express written consent of SUNSET. From and after the effective date of the Reciprocal Property Preliminary Title Report, SUNSET shall not alter the condition of title without the express written consent of CITY.
204. Title Policies. On or before the Close of Escrow, SUNSET and CITY shall have received evidence that the Title Company is unconditionally and irrevocably ready, willing, and committed to issue, upon payment of the Title Company' s regularly scheduled premium separate California Land Title Association ( CLTA) standard policies of title insurance, showing title to the Exchange Property vested in the name of SUNSET and title to the Reciprocal Property vested in the CITY subject only to:
a) Non- delinquent general, special, and supplemental property taxes or assessments constituting a lien at the Close of Escrow; b) The matters described in the printed form portion of the Policy of Title Insurance to the extent that such matters do not conflict with the provisions of this Agreement;
c) Covenants, conditions, reservations, restrictions, easements , or other matters appearing as exceptions in the Preliminary Report as approved by CITY or SUNSET pursuant to this Agreement; and
d) Any lien voluntarily imposed by CITY on the Reciprocal Property or by SUNSET on the Exchange Property as of the Close of Escrow.

The failure of Title Company to meet the requirements of this Section 204 shall not be construed as a default by either Party provided that such Party has otherwise complied with the terms of this Agreement.
205. Physical Condition of the Property .
a) For a period of thirty ( 30) days following the opening of Escrow, CITY for the Reciprocal Property and SUNSET for the Exchange Property shall have the right to review and inspect the property. Each Party grants to the other, its agents, and employees a limited license to enter said property for the purpose of conducting such due diligence at the inspecting Party’s sole cost and expense. Each Party SUNSET Property Exchange 5
shall keep the property free and clear of all liens arising out of inspection and entry work performed under this Agreement.
b) SUNSET shall not cause the physical condition of the Reciprocal Property to materially change prior to the Close of Escrow, normal wear and tear excepted, without the prior written consent of CITY. CITY further agrees that the Reciprocal Property is being traded in its "As- Is", "Where- is" and " All-Faults" condition. CITY is obligated to investigate, inspect, and analyze the physical condition of the Reciprocal Property, and the effect of any zoning, map, permits, reports, engineering data, regulations, ordinances, and laws affecting the CITY’s intended use of the Reciprocal Property to its own satisfaction. CITY may, at its sole expense, conduct any environmental studies it deems necessary on one of or both the Reciprocal Property and the Exchange Property, including a natural hazard disclosure report and Phase I environmental assessment . CITY expressly agrees that in entering into this Agreement it is relying on its own investigation as to the condition of the Reciprocal Property.
c) CITY shall not cause the physical condition of the Exchange Property to materially change prior to the Close of Escrow normal wear and tear excepted, without the prior written consent of SUNSET. SUNSET further agrees that the Exchange Property is being traded in its " As- Is", " Where- is" and " All- Faults" condition. SUNSET is obligated to investigate, inspect, and analyze the physical condition of the Exchange Property and the effect of any zoning, map, permits, reports, engineering data, regulations, ordinances, and laws affecting SUNSET' s intended use of Exchange Property on its own satisfaction. SUNSET may, at its sole expense conduct any environmental studies it deems necessary on one of or both the Reciprocal Property and the Exchange Property, including a natural hazard disclosure report and Phase I environmental assessment. SUNSET expressly agrees that in entering into this Agreement it is relying on its own investigation as to the condition of the Exchange Property.
d) SUNSET hereby consents to entry upon the Reciprocal Property by CITY or its officers, employees, contractors , and agents for the purpose of conducting physical inspections and tests. CITY agrees to defend, indemnify , and hold SUNSET harmless from all liabilities, costs , and expenses resulting directly from CITY' s inspections and tests. If the CITY alters the physical condition of the Reciprocal Property and Escrow does not close, the CITY shall restore the Reciprocal Property to the condition existing before the CITY' s inspections or tests. e) CITY hereby consents to entry upon the Exchange Property by SUNSET or its officers, employees, contractors, and agents, upon seven ( 7) days advanced written notice, for the purpose of conducting physical inspections and tests. SUNSET agrees to defend, indemnify, and hold CITY harmless from all liabilities, costs , and expenses resulting directly from SUNSET' s inspections and tests. If SUNSET alters the physical conditions of the Exchange Property and Escrow does not close, SUNSET shall restore the Exchange Property to the condition existing before SUNSET' s inspections or tests.

SUNSET Property Exchange 6
206. Property Documents.
a) Within ten ( 10) days of execution of this Agreement SUNSET shall deliver to CITY current copies of all permits, soil reports, licenses, maintenance contracts, utility contracts, operating contracts, leases, service contracts, and other contracts pertaining to the Reciprocal Property, if any ("Reciprocal Property Documents"). CITY may review such Reciprocal Property Documents and shall have ten (10) days from receipt thereof to provide written notice to SUNSET, requiring SUNSET to either ( 1) assign all of SUNSET’s rights and remedies under all or any of the Reciprocal Property Documents to the extent applicable to the Reciprocal Property, or (2) terminate all or any of the Reciprocal Property Documents to the extent applicable to the Reciprocal Property prior to the Close of Escrow. In the event CITY fails to provide notice as indicated herein, CITY shall be deemed to require SUNSET to terminate all Reciprocal Property Documents to the extent applicable to the Reciprocal Property. b) Within ten ( 10) days of execution of this Agreement CITY shall deliver to SUNSET current copies of all permits, soils reports, licenses, maintenance contracts, utility contracts, operating contracts, leases, service contracts, and other contracts pertaining to the Exchange Property, if any (" Exchange Property Documents").

SUNSET may review such Exchange Property Documents and shall have ten (10) days from receipt thereof to provide written notice to CITY, requiring CITY to either (1) assign all of CITY’s rights and remedies under all or any of the Exchange Property Documents to the extent applicable to the Exchange Property, or ( 2) terminate all or any of the Exchange Property Documents to the extent applicable to the Exchange Property prior to the Close of Escrow. In the event SUNSET fails to provide notice as indicated herein, SUNSET shall be deemed to require CITY to terminate all Exchange Property Documents to the extent applicable to the Exchange Property. c) In the event any of the Reciprocal Property Documents or Exchange Property Documents cannot be assigned or terminated as provided herein, CITY for the Reciprocal Property and SUNSET for the Exchange Property may elect to terminate this Agreement and Escrow or proceed with the Close of Escrow subject to the non- assigned or terminated documents.
d) Any assignment of rights under this Section 206 shall be in the form of an assignment and assumption agreement in a form mutually agreeable to the Parties. 207. Delivery of Documents. On or before the Close of Escrow, each Party shall deposit all documents into escrow required by Section 503 of this Agreement. 208. Warranties and Obligations.
a) As a Condition Precedent of CITY’s obligations hereunder, SUNSET shall not be in default of this Agreement, and all representations and warranties by SUNSET hereunder shall be true and correct.
b) As a Condition Precedent of SUNSET’s obligations hereunder, CITY shall not be in default of this Agreement, and all representations and warranties by CITY hereunder shall be true and correct.

SUNSET Property Exchange 7
209. Retaining Wall. As a condition precedent to CITY’s obligations hereunder, SUNSET shall, at its sole cost and expense, construct or cause to be constructed a seven- foot- tall freestanding masonry wall along the entirety of proposed new property line to the satisfaction of the CITY and in compliance with all applicable laws, building codes, ordinances, regulations, title covenants, conditions, and restrictions (“ Applicable Laws and Restrictions”). The wall shall be designed by a California Registered Civil or Structural Engin eer, with detailed plans, structural calculations and other required permit documentation being submitted to the City Manager for review and approval in writing. The City Manager may require SUNSET to provide additional details regarding the masonry wall. After obtaining written approval from the City Manager, SUNSET may submit the required permit documentation to the City of Chula Vista Development Services Department for review.

Upon issuance of the building permit for the masonry wall, all construction shall be subject to inspection by the City. SUNSET must notify the City when work is ready for inspection. Building permits shall expire by limitation and become null and void if the work authorized is not commenced within 12 months of the date of issue or if the work is suspended or abandoned at any time after the work is commenced for a period of 180 days.

The masonry wall shall be completed no later than one ( 1) year after the Effective Date and SUNSET shall provide CITY written notice upon completion. On receipt of such notice, CITY shall have fourteen ( 14) days to inspect the wall and confirm compliance with the wall specifications and Applicable Laws and Restrictions and prepare a written list of any items that are defective, incomplete, or do not conform to the requirements of this Section 209 . This timeline for inspection will be extended by written request of the CITY. SUNSET will cause all defective, incomplete, or nonconforming items to be remedied within thirty ( 30) days. CITY’s failure to specify or list any defect, incomplete, or nonconforming item will not waive SUNSET’s obligation to construct the masonry wall in accordance with this Section 209. The masonry wall completion date shall be the date the CITY confirms compliance with the wall specifications and Applicable Laws and Restrictions (“ Masonry Wall Completion Date”). Where reasonably requested by SUNSET, CITY shall provide a limited right of entry to SUNSET in a form mutually acceptable to the Parties and approved by the Chula Vista City Attorney to facilitate SUNSET’s construction of the masonry wall.

The CITY shall not be liable for any cost incurred by SUNSET related to the construction of the wall.

ARTICLE III

CITY AND SUNSET' S REPRESENTATIONS AND WARRANTIES
301. Time. The representations and warranties by CITY and SUNSET in Article III are made as of the Effective Date and as of the Close of Escrow. 302. Title.
a) SUNSET is the legal and equitable owner of the Reciprocal Property, with full right to convey. SUNSET has not previously conveyed title to the Reciprocal Property to any other person.

SUNSET has not granted any options or rights of first refusal or rights of first offer to third parties to purchase or otherwise acquire an interest in the Reciprocal Property. Reciprocal Property Preliminary Title Report as indicated in Section 202 of this Agreement. To the knowledge of SUNSET there are no leases, license agreements or other encumbrances affecting the Reciprocal Property. SUNSET has obtained ( or will obtain as of Close of Escrow) all required consents, permissions or releases to convey good and marketable title to CITY complying with all terms and conditions of this Agreement.

SUNSET Property Exchange 8
b) CITY is the legal and equitable owner of the Exchange Property, with full right to convey. CITY has not previously conveyed title to the Exchange Property to any other person.

CITY has not granted any options or rights of first refusal or rights of first offer to third parties to purchase or otherwise acquire an interest in the Exchange Property. CITY has obtained ( or will obtain as of Close of Escrow) all required consents, permissions or releases to convey good and marketable title to SUNSET complying with all terms and conditions of this Agreement. 303. Hazardous Substances.
a) The term Environmental Laws means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substances, or pertaining to occupational health or industrial hygiene, to the extent that such relate to matters on, under, or about the Property, occupational or environmental conditions on, under, or about the Property, as now in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ( CERCLA) [ 42 USC § 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 ( RCRA) [ 42 USC § 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution control Act ( FWPCA) [ 33 USC § 1251 et seq.]; the Hazardous Materials Transportation Act ( HMTA) [ 49 USC § 5101 et seq.]; the Insecticide, Fungicide, Rodenticide Act [ 7 USC § 136 et seq.]; the Superfund Amendments and Reauthorization Act [ 42 USC § 9601 et seq.]; the Clean Air Act [ 42 USC § 7401 et seq.]; the Safe Drinking Water Act [ 42 USC § 300f et seq.]; the Surface Mining Control and Reclamation Act [ 30 USC § 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USC § 11001 et seq.]; the Occupational Safety and Health Act [ 29 USC § 651 et seq.]; the California Underground Storage of Hazardous Substances Act [Health and Safety Code § 25280 et seq.]; the California Hazardous Substances Account Act [ Health and Safety Code § 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [ Health and Safety Code § 24249. 5 et seq.]; the Porter- Cologne Water Qualify Act [ Water Code § 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect that pertains to the protection of the environment as such apply to matters on, under, or about the applicable property. b) The term " Hazardous Substances" includes without limitation:
1) Those substances included within the definitions of " hazardous substance," hazardous waste," " hazardous material," " toxic substance," " solid waste." or "pollutant or contaminant" in any of the Environmental Laws;
2) Those substances listed in the United States Department of Transportation Table 49 CFR 172. 101], or by the Environmental Protection Agency or any successor agency, as hazardous substances [ 40 CFR Part 302];
3) Other substances, materials, and wastes that are regulated or classified as hazardous or toxic under federal, state, or local laws or regulations; and 4) Any material, waste, or substance that is a petroleum or refined petroleum product, asbestos, polychlorinated biphenyl, designated as a hazardous substance pursuant to 33 USC § 1321 or listed pursuant to 33 USC § 1317, a hazardous substance or toxic SUNSET Property Exchange 9
material designated pursuant to any State Statute, a flammable explosive or a radioactive material.
c) To SUNSET’s actual knowledge the Reciprocal Property is free from Hazardous Substances and is not in violation of any Environmental Laws. SUNSET has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Reciprocal Property are or have been in violation of any Environmental Law, or informing SUNSET that the Reciprocal Property is subject to investigation or inquiry regarding Hazardous Substances on the Reciprocal Property or the potential violation of any of the Environmental Laws. CITY may at its discretion, and at its expense conduct an environmental assessment of the Reciprocal Property prior to the Effective date of this agreement. Sufficient prior notice shall be given to SUNSET to coordinate these activities. d) To CITY’s actual knowledge the Exchange Property is free from Hazardous Substances and is not in violation of any Environmental Laws. CITY has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Exchange Property are or have been in violation of any Environmental Law, or informing CITY that the Exchange Property is subject to investigation or inquiry regarding Hazardous Substances on the Exchange Property or the potential violation of any of the Environmental Laws. SUNSET may at its discretion, and at its expense, conduct an environmental assessment of the exchange Property prior to the Effective date of this agreement.

Sufficient prior notice shall be given to CITY to coordinate these activities . 304. Violation of Law.
a) To SUNSET' s actual knowledge, no condition on the Reciprocal Property violates any health, safety, fire, environmental, building, zoning or other federal, state, or local law, code, ordinance, or regulation.
b) To CITY' s actual knowledge, no condition on the Exchange Property violates any health, safety, fire, environmental, building, zoning or other federal, state, or local law, code, ordinance, or regulation.
305. Litigation.
a) To SUNSET’s actual knowledge there is no pending or threatened litigation, administrative proceeding, or other legal or governmental action with respect to the Reciprocal Property or which may adversely affect SUNSET' s ability to fulfill the obligations of this Agreement. b) To CITY’s actual knowledge there is no pending or threatened litigation, administrative proceeding, or other legal or governmental action with respect to the Exchange Property or which may adversely affect CITY' s ability to fulfill the obligations of this Agreement. 306. Bankruptcy . No filing or petition under the United States Bankruptcy Law or any insolvency laws, or any laws for composition of indebtedness or for the reorganization of debtors has been filed with regard to SUNSET.

SUNSET Property Exchange 10
307. No Defaults.
a) To SUNSET’s actual knowledge, SUNSET is not in default of SUNSET' s obligations or liabilities pertaining to the Reciprocal Property , including the obligations set forth in any of the Reciprocal Property Documents. To SUNSET’s actual knowledge, there are no facts, circumstances, conditions , or events, after notice or lapse of time that would constitute default.

SUNSET has not received any notice of any default and has no reason to believe that there is likely to be any breach or default of any of SUNSET' s obligations or liabilities pertaining to the Reciprocal Property. SUNSET further warrants that the execution and performance of this Agreement will not cause a default in any of the Reciprocal Property Documents. b) To CITY’s actual knowledge, CITY is not in default of CITY' s obligations or liabilities pertaining to the Exchange Property, including the obligations set forth in any of the Exchange Property Documents. To CITY’s actual knowledge, there are no facts, circumstances, conditions or events, which after notice or lapse of time would constitute default. CITY has not received any notice of any default and has no reason to believe that there is likely to be any breach or default of any of CITY' s obligations or liabilities pertaining to the Exchange Property. SUNSET further warrants that the execution and performance of this Agreement will not cause a default in any of the Exchange Property Documents.
308. Special Studies Zone .
a) SUNSET warrants that the Reciprocal Property is not within a special studies zone under the Alquist- Priolo Geologic Hazard Act [ Pub. Res. Code §§ 2621 et seq.] ( which generally requires sellers to inform purchasers if property is within a special studies zone, which zones are generally near potentially or recently active earthquake faults). b) CITY warrants that the Exchange Property is not within a special studies zone under the Alquist- Priolo Geologic Hazard Act [ Pub. Res. Code §§ 2621 et seq.] ( which generally requires sellers to inform purchasers if property is within a special studies zone, which zones are generally near potentially or recently active earthquake faults). 309. Foreign Investment Real Property Tax Act . SUNSET is not a "foreign person" within the meaning of 26 USC § 1445( f)(3). SUNSET understands and agrees that the certification made in this Section 209 may be disclosed to the Internal Revenue Service by CITY and that any false statement contained herein could be punished by fine, imprisonment or both. This certification is made under penalty of perjury under the laws of the State of California. 310. Disclosure.
a) Any information that SUNSET has delivered to CITY either directly or through SUNSET' s agents or employees, is complete and accurate to the best of SUNSET’s actual knowledge. SUNSET has disclosed to CITY all material facts with respect to the Reciprocal Property to which SUNSET has access.
b) Any information that CITY has delivered to SUNSET either directly or through CITY' s agents or employees, is complete and accurate to the best of CITY’s actual knowledge. CITY has disclosed to SUNSET all material facts with respect to the Exchange Property to which CITY has access.

SUNSET Property Exchange 11
311. SUNSET' s Representations. SUNSET represents the truth and accuracy of all its representations and warranties as set forth in this Agreement or in documents provided by SUNSET under this Agreement.
312. CITY' s Representations. CITY represents the truth and accuracy of all its representations and warranties as set forth in this Agreement or in documents provided by CITY under this Agreement.

ARTICLE IV

COVENANTS
401. Power to Enter Into Agreements.
a) SUNSET is duly authorized to enter into this Agreement. The provisions of this Agreement are and will be the valid and legally enforceable obligations of SUNSET in accordance with their terms and the terms of this Agreement.
b) CITY is duly authorized to enter into this Agreement. The provisions of this Agreement are and will be the valid and legally enforceable obligations of CITY in accordance with their terms and the terms of this Agreement.
402. Brokers. SUNSET and CITY mutually covenant that no brokerage or real estate agent fees or commissions shall be due and payable on account of this transaction, and each party shall hold the other harmless from any claims for such fees or commissions claimed by a broker or real estate agent claiming through the party.
403. Litigation.
a) SUNSET shall immediately notify CITY of any lawsuits, condemnation proceedings, rezoning, or other governmental order or action, or any threat thereof, of which SUNSET has actual knowledge which might affect the Reciprocal Property, or any interest of CITY with respect to the Reciprocal Property.
b) CITY shall immediately notify SUNSET of any lawsuits, condemnation proceedings, rezoning, or other governmental order or action, or any threat thereof, of which CITY has actual knowledge, which might affect the Exchange Property, or any interest of SUNSET with respect to the Exchange Property.
404. Indemnification.
a) SUNSET shall indemnify, defend and hold CITY harmless from all liability, loss, or claim for damages, and any costs and reasonable attorney' s fees associated therewith, arising from breach of SUNSET' s representations, warranties, and covenants under this Agreement, or from SUNSET' s false representations under this Agreement, except for any liability, loss, or claims for damages to the extent resulting from the sole and active negligence or willful misconduct of CITY or CITY' s officers or employees.
b) CITY shall indemnify, defend and hold SUNSET harmless from all liability, loss, or claim for damages, and any costs and reasonable attorney' s fees associated therewith, arising from SUNSET Property Exchange 12
breach of CITY’s representations, warranties, and covenants under this Agreement, or from CITY' s false representations under this Agreement, except for any liability, loss, or claims for damages to the extent resulting from the sole negligence or willful misconduct of SUNSET or SUNSET’s officers or employees.
c) The provisions of this Section 404 shall survive the Close of Escrow. 405. Release.
a) Except for the specific covenants, representations and warranties set forth in this Agreement, each Party hereby fully and forever releases, acquits and discharges the other Party, their respective partners, members, affiliates, officers, employees and agents ( collectively, the Related Parties”) of and from, and hereby fully and forever waives any and all claims, actions, causes of action, suits, proceedings, demands, rights, damages, costs, expenses or other compensation whatsoever, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent, that the indemnifying party now has or may have or which may arise in the future arising out of, directly or indirectly, or in any way connected with the property it is acquiring under the terms of this Agreement or any other matters relating to such property, property, without limitation: ( A) any condition of environmental contamination or pollution at such property, however and whenever occurring ( including, without limitation, the contamination or pollution of any soils, subsoil media, surface waters or groundwaters at such property) including, but not limited to, petroleum products, asbestos, lead -based paint, mold or fungi; ( B) to the extent not already included in ( A) above, the prior, present or future existence, release or discharge, or threatened release, of any hazardous materials or substances ( as defined in any of the Environmental Laws) at such property, however and whenever occurring; ( C) the violation of, or non- compliance with, any applicable law now or hereafter in effect, however or whenever occurring; D) the condition of the soil at such property; ( E) the condition of any improvements including, without limitation, the structural integrity and seismic compliance of such improvements; ( F) the inaccuracy, unreliability, or incompleteness of, or any defect or mistake in, any due diligence Items; or (G) to the extent not already covered by any of the foregoing clauses ( A) through ( F), above, the use, maintenance, development, construction, conversion of use, ownership or operation of such property by the conveying Party, its Related Parties or any of their respective predecessor( s)- in- interest.
b) Without limiting the scope or generality of the foregoing release and waiver provisions, except as provided below with respect to matters arising prior to Close of Escrow, those provisions shall specifically include and cover ( 1) any claim for or right to indemnification, contribution or other compensation based on or arising under any of the Environmental Laws now or hereafter in effect, and ( 2) any claim for or based on trespass, nuisance, waste, negligence, negligence per se, strict liability, ultrahazardous activity, indemnification, contribution of other theory arising under the common law of the State of California ( or any other applicable jurisdiction) or arising, under any applicable law now or hereafter in effect. Notwithstanding anything to the contrary contained in this Agreement, the foregoing release and waiver provisions shall not apply to or otherwise affect ( a) each Party’s obligations with respect to any covenants, representations or warranties of such Party set forth in this Agreement or any document executed in connection herewith, ( b) any claims against any contractor, subcontractor, design professional or other consultant performing work or services with respect to such property, or (c) any claims arising from the acts of such Party or its Related Parties after the Close of Escrow ( the matters described in clauses ( a) through ( c) may be collectively referred to as the “Excluded Matters”).

SUNSET Property Exchange 13
c) Each Party hereby acknowledges that it has read and is familiar with the provisions of California Civil Code § 1542 (“Section 1542”), which are set forth below:

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." Each Party hereby waives the provisions of Section 1542, and of any statute, principle of common law or case law which would limit the scope of the foregoing waiver and release, in connection with matters which are the subject of the foregoing waiver and release. 406. SUNSET' s Obligations. SUNSET is obligated to the performance of every material covenant, agreement, and promise to be performed by SUNSET pursuant to this Agreement and the related documents executed or to be executed by SUNSET. 407. CITY' s Obligations. CITY is obligated to the performance of every material covenant, agreement, and promise to be performed by CITY pursuant to this Agreement and the related documents executed or to be executed by CITY.

ARTICLE V
ESCROW
501. Establishment of Escrow. Within ten ( 10) days of the Effective Date, the Parties shall open an escrow (“ Escrow”) with Capital Trust Escrow ( Hami Gabayan, hami@capitaltrustescrow. com) (“ Escrow Agent”) by causing an executed copy of this Agreement to be delivered to Escrow Agent at 280 S. Beverly Dr. Suite 300, Beverly Hills, CA 90212 Escrow shall be deemed open on the date that Agent (“Opening of Escrow”). This Agreement shall constitute escrow Instructions, provided however, that the Escrow Agent shall prepare general instructions as may be deemed necessary by the Escrow Agent for the fulfillment of this Agreement and deliver those general instructions to SUNSET and CITY. SUNSET and CITY shall each execute the general instructions, or propose changes thereto, within five (5) days after receipt of the instructions subject to the mutual agreement of the Parties . If there is any conflict between the terms of the general instructions and this Agreement, the provisions of this Agreement shall prevail unless the conflicting provision is specifically identified and executed as an amendment to this Agreement. 502. Closing. The grant deeds required by Section 202 of this Agreement shall be recorded, and the Exchange Property transferred from CITY to SUNSET, and the Reciprocal Property transferred from SUNSET to CITY (" Close of Escrow") after CITY and SUNSET have each approved or waived each Condition Precedent. Close of Escrow shall occur no later than sixty (60) days from the Masonry Wall Completion Date, or a later date by mutual written agreement of the Parties. Upon Close of Escrow, the Escrow Agent shall record all instruments required to be recorded hereunder with the San Diego County Recorder in the following order ( 1) grant deed for the Reciprocal Property, ( 2) grant deed for the Exchange Property . 503. Closing Deposits . On or before the Close of Escrow, SUNSET and CITY shall deposit with the Escrow Agent the following documents:
a) SUNSET shall deposit with the Escrow Agent the following:

SUNSET Property Exchange 14
i) The executed and acknowledged original of the grant deed meeting the requirements of Section 202 conveying the Reciprocal Property from SUNSET to CITY;
ii) The original nonforeign affidavit as required by 26 USC § 1445 and an original California Form 593- C;
iii) The originals of all Reciprocal Property Documents; iv) The original assignment, amendments, or terminations of all Reciprocal Property Documents assigned, amended, or terminated pursuant to Section 206 of this Agreement ;
v) A certificate acknowledging that all conditions to the Close of Escrow that CITY was to satisfy or perform have been satisfied and performed and that SUNSET' s representations, covenants, and warranties made in or pursuant to this Agreement are correct as of the Close of Escrow; vi) Any documents required for the Title Company to issue the title policy for the Reciprocal Property required by Section 204 of this Agreement; vii) Any funds necessary to pay SUNSET’s share of closing costs as set forth in this Agreement and/ or the escrow instructions; and viii) Any other documents or funds required of SUNSET to close Escrow in accordance with this Agreement.
b) CITY shall deposit with the Escrow Agent the following:
i) The executed and acknowledged original of the grant deed meeting the requirements of Section 202 conveying the Exchange Property from CITY to SUNSET;
ii) The originals of all Exchange Property Documents, except for those documents which by law CITY must keep in its custody;
iii) The original assignment, amendments, or terminations of all Reciprocal Property Documents assigned, amended, or terminated pursuant to Section 206 of this Agreement, except for those documents which by law CITY must keep in its custody ;
iv) Any documents required for the Title Company to issue the title policy required by Section 204 of this Agreement;
v) Any funds necessary to pay CITY' s share of closing costs as set forth in this Agreement or the escrow instructions;
vi) A certificate acceptance acknowledging the acceptance of the grant deed for the Reciprocal Property in the form affixed to the grant deed in SUNSET Property Exchange 15
Exhibit “ C” (In the event SUNSET deposits said grant deed without said certificate, the Escrow Agent is hereby instructed to forward the original of the grant deed to CITY so that the certificate may be affixed thereto prior to the recording of the grant deed, within five ( 5) business days after receipt of the grant deed from the Escrow Agent, CITY shall return the original grant deed( with the certificate affixed);
vii) A certificate executed by CITY providing that all conditions to Close of Escrow that SUNSET was to satisfy or perform have been satisfied and performed and CITY' s representations, covenants, and warranties made in and pursuant to this Agreement are correct as of the Close of Escrow; and viii) Any other document or funds required of CITY to close Escrow in accordance with this Agreement.
504. Closing Costs .
a) SUNSET shall pay all of the real property transfer taxes and documentary transfer taxes payable upon recordation of the grant deed conveying title to the Exchange Property from CITY to SUNSET, and any sales, use or ad valorem taxes connected with the Close of Escrow on the Exchange Property.
b) CITY shall pay all of the real property transfer taxes and documentary transfer taxes if any) payable upon recordation of the grant deed conveying title to the Reciprocal Property from SUNSET to CITY, and any sales, use or ad valorem taxes connected with the Close of Escrow on the Reciprocal Property.
c) SUNSET and CITY shall each pay one- half of the Escrow Agent' s normal and customary fees. Each Party shall be responsible for any special or extraordinary escrow fees for services benefiting or provided at the request of the respective party. SUNSET and CITY shall each pay their respective title insurance premium and the cost of recording the respective grant deed, if any. All other costs of escrow not otherwise specifically allocated by this Agreement shall be apportioned between the Parties in a manner consistent with the custom and usage of Escrow Agent.
d) All non- delinquent general and special real property taxes shall be prorated to the Close of Escrow on the basis of the actual number of days in the month and year. Any supplemental tax bills for the Reciprocal Property received after the Close of Escrow shall be paid by SUNSET to the extent they relate to a period prior to the Close of Escrow. Any supplemental tax bills for the Exchange Property received after the Close of Escrow shall be paid by CITY to the extent they relate to a period prior to the Close of Escrow, and by SUNSET, to the extent they relate to a period after the Close of Escrow. If a supplemental tax bill covers a period commencing before and continuing after the Close of Escrow, the Party named in the bill or receiving the bill will pay the tax and the other Party shall reimburse the first Party its pro rata share within thirty ( 30) days after receipt of a copy of the tax bill and evidence of the second Party’s payment of same. The provisions of this Section shall survive the Close of Escrow. If either Party fails to pay its pro rata share of taxes by the times herein provided, interest shall accrue on all unpaid amounts from when owing until paid at the lesser of ten percent ( 10%) per annum or the maximum amount of interest permitted by law.

SUNSET Property Exchange 16
e) At least three ( 3) business days prior to the Close of Escrow, Escrow Agent shall furnish CITY and SUNSET with a preliminary escrow closing statement which shall include each party’s respective shares of costs. The preliminary escrow closing statement shall be approved in writing by CITY and SUNSET. As soon as reasonably possible following the Close of Escrow, Escrow agent shall deliver a copy of the final escrow closing statement to the Parties. 505. Property Taxes and Prorations. SUNSET shall be solely responsible for bringing the Reciprocal Property’s real property taxes current as of the Close of Escrow and CITY shall have no liability for payment of taxes. CITY shall be responsible for providing notice to the appropriate taxing agency or agencies of the acquisition of the Reciprocal Property and for filing the appropriate request for cancellation of real property taxes.
506. Possession. Right to possession of the Exchange Property by SUNSET and to the Reciprocal Property by CITY shall transfer at Close of Escrow. 507. Escrow Cancellation . If escrow fails to close for any reason other than a default of one of the Parties under this Agreement, all cancellation fees, charges , and expenses actually charged by the Escrow Agent and the Title Company shall be split evenly by the Parties. If escrow fails to close because of a default of either Party under this Agreement, such defaulting Party shall pay all such charges.

ARTICLE VI

MISCELLANEOUS AND ADMINISTRATIVE PROVISIONS
601. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. The terms " hereby", " hereof", " hereto", " herein", " hereunder" and any similar terms, as used in this Agreement, refer to this Agreement. 602. Further Assurances. Whenever requested by the other Party, each Party shall execute, acknowledge, and deliver any further conveyances, assignments, confirmations, satisfactions, releases, instruments of further assurance, approvals, consents and any other instrument or document as may be necessary, expedient or proper to complete the transaction contemplated by this Agreement, and to do any other acts and to execute, acknowledge, and deliver any requested document to carry out the intent and purpose of this Agreement. 603. Assignment.
a) SUNSET shall have no right, power, or authority to assign or mortgage this Agreement or any portion of this Agreement, or to delegate any duties or obligations arising under this Agreement, voluntarily, involuntarily, or by operation of law, without the prior written consent of CITY.
b) CITY hereby reserves the right, power, or authority to assign or mortgage this Agreement or any portion of this Agreement to another governmental agency with the power to acquire the property under the same terms and conditions as CITY, or to delegate any duties or obligations arising under this Agreement, voluntarily, involuntarily or by operation of law without SUNSET' s prior written approval.

SUNSET Property Exchange 17
604. Preservation and Inspection of Documents. Documents received by SUNSET or CITY under the provisions of this Agreement shall be retained in their respective possessions and shall be subject at all reasonable times to the inspection of the other Party hereto and its assigns, agents and representatives, any of whom may make copies thereof. 605. Parties of Interest. Nothing in this Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or party other than SUNSET and CITY any rights, remedies or claims under or by reason of this Agreement or any covenants, condition or stipulation hereof; and all covenants, stipulations, promises and agreements in this Agreement made by or on behalf of SUNSET or CITY shall be for the sole and exclusive benefit of SUNSET and CITY.
606. No Recourse Under Agreement. All covenants, stipulations, promises, agreements and obligations of the parties hereto contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Parties hereto, respectively, and not of any member, officer, employee or agent of the parties hereto in an individual capacity, and no recourse shall be had for any claim based on or under this Agreement against any member, officer, employee or agent of the Parties hereto.
607. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or deposited in the United States mail in certified form with postage fully prepaid:

If to CITY: Copy to:

CITY OF CHULA VISTA CITY OF CHULA VISTA
Courtney Chase, Deputy City Manager Attn: CITY Attorney 276 Fourth Avenue 276 Fourth Avenue
Chula Vista, CA 91910 Chula Vista, CA 91910
If to SUNSET: Copy to:
6125 Washington Blvd
Suite 300
Culver City, CA 90232
If to Escrow Agent: Copy to:
280 S. Beverly Dr.

Suite 300,
Beverly Hills, CA
The parties hereto, by notice given hereunder, may, respectively designate different addresses to which subsequent notices, certificates or other communications will be sent.

SUNSET Property Exchange 18
608. Binding Effect. Without waiver of Section 603, this Agreement shall inure to the benefit of and shall be binding upon SUNSET, CITY, and their respective successors and assigns. 609. Severability. If any one or more of the covenants, stipulations, promises, agreements or obligations provided in this Agreement on the part of SUNSET or CITY to be performed should be determined by a court of competent jurisdiction to be contrary to law, then such covenant, stipulation, promise, agreement or obligation shall be deemed and construed to be severable from the remaining covenants, stipulations, promises, agreements and obligations herein contained and shall in no way affect the validity of the other provisions of this Agreement. 610. Headings. Any headings preceding the text of the several Articles and Sections hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience or reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
611. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
612. SUNSET and CITY Representatives. The term "Authorized Representative", when used with respect to CITY, means the City Manager of CITY or designee. The term " Authorized Representative", when used with respect to SUNSET, means Benjamin Donel. SUNSET or designee. Whenever under the provisions of this Agreement the approval of SUNSET or CITY is required, or SUNSET or CITY are required to take some action at the request of the other, such approval of such request may be given for SUNSET by an Authorized Representative of SUNSET and for CITY by an Authorized Representative of CITY, and any party hereto shall be authorized to rely upon any such approval or request, unless by CITY Charter or Municipal Code such action is required to be approved by another individual or body.
613. Form of Certificate of Officers. Every certificate with respect to compliance with a condition or covenant provided for in this Agreement and which is precedent to the taking of any action under this Agreement shall include:
a) A statement that the person making or giving such certificate has read such covenant or condition and the definitions herein relating thereto; b) A brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based; c) A statement that, in the opinion of the signer, the signer has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion as to whether such covenant or condition has been complied with; and d) A statement as to whether, in the opinion of the signer, such condition or covenant has been complied with.

A certificate may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless the persons providing the certificate know that the certificate or representations with respect to the matters upon which the certificate may be based are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

SUNSET Property Exchange 19
614. Amendment. This Agreement may be amended, modified, or changed only in writing as mutually agreed to and duly executed by the parties hereto. 615. Counterpart. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
616. Time of the Essence. Time is of the essence in this Agreement and every provision contained in this Agreement.
617. Integration. This Agreement, and all attachments and exhibits hereto constitute the entire agreement of the parties. There are no oral or written agreements which are not expressly set forth in the Agreement or the related documents being executed in connection with this Agreement.
618. Waivers. No waiver or breach of any provision shall be deemed a waiver of any other provision, and no waiver shall be valid unless it is in writing and executed by the waiving party. No extension of time for performance of any obligation or act shall be deemed an extension of time for any other obligation or act.
619. Attorney Fees, Litigation Costs and Related Matters . If any legal action or other proceeding, including arbitration or an action for declaratory relief, is brought to enforce this Agreement or because of a dispute, breach, default, or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs in addition to any other relief, including all such fees and costs incurred on any appeal .

Venue for enforcement of this Agreement shall be in the Superior Court of San Diego County. The Parties agree that before either party commences any legal or equitable action, action for declaratory relief, suit, proceeding, or arbitration that the Parties shall first submit the dispute to mediation through a mutually acceptable professional mediator in San Diego County, or if a mediator cannot be agreed upon, by a mediator appointed by the JAMS in San Diego County. The cost of mediation shall be shared equally by the parties. In the event of a default by either Party under this Agreement, the non- defaulting Party shall have all rights and remedies available at law or in equity, including, without limitation, the right to specific performance. 620. Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement, against the CITY unless a claim has first been presented in writing and filed with the CITY and acted upon by the CITY in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the CITY in the implementation of same. 621. Exhibits. All exhibits referred to in this agreement and attached hereto are made a part hereof and are incorporated herein by this reference. 622. Survival. SUNSET' s representations and warranties, CITY' s representations and warranties, all covenants and obligations to be performed at a time or times after Close of Escrow, and indemnities shall survive the Close of Escrow and delivery and recordation of the grant deeds. 623. Advice of Legal Counsel. The Parties have had the opportunity to seek the advice SUNSET Property Exchange 20
of independent legal counsel prior to executing this Agreement. The Parties acknowledge that no party, agent or attorney of any party has made a promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject matter of this Agreement to induce the other party to execute this Agreement. Each Party acknowledges that it has not executed this Agreement in reliance upon any promise, representation or warranty not contained herein. 624 Signatories. Each individual signing below represents and warrants that he/she has the authority to execute this Agreement on behalf of and bind the Party he/she purports to represent.

IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed in their respective names by their duly authorized officers as of the Effective Date of this Agreement.

CITY SUNSET
CITY of Chula Vista, a municipal corporation
By: By:

Mayor
Date:

APPROVED AS TO FORM:

CITY ATTORNEY' S OFFICE
By:

By:

CITY Attorney
Date:

XHIBIT “ A”

Page 1 of 1 ends

FILE NO. JY 022
LEGAL DESCRIPTION “ EXCHANGE PROPERTY”:

THAT PORTION OF THE NORTH HALF OF THE WEST 330 FEET OF THE EAST 665 FEET OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23, TOWNSHIP 18 SOUTH, RANGE 2 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, GRANTED TO THE CITY OF CHULA VISTA BY DEED RECORDED APRIL 30, 1998 AS DOCUMENT NO. 1998- 0248752, OF OFFICIAL RECORDS, LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE:

COMMENCING AT THE SOUTHEAST CORNER OF PARCEL 1 OF PARCEL MAP NO. 10674, FILED NOVEMBER 6, 1980 IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE EASTERLY LINE OF SAID PARCEL 1 ( RECORD NORTH 00° 19’26” EAST PER SAID PARCEL MAP NO. 10674), TO A LINE THAT IS 45 FEET NORTHERLY OF AND PARALLEL WITH THE SOUTHERLY LINE OF SAID PARCEL MAP NO. 10674, AND THE TRUE POINT OF BEGINNING OF THE LINE BEING DESCRIBED HEREIN;
THENCE ALONG THE EASTERLY PROLONGATION OF SAID PARALLEL LINE, ( RECORD SOUTH 89° 40’34” EAST PER SAID PARCEL MAP NO. 10674) TO THE SOUTHWESTERLY RIGHT- OF- WAY LINE OF BEYER WAY ( 30 FOOT HALF- WIDTH) PER ROAD SURVEY NO. 407, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND THE POINT OF TERMINUS OF THE LINE BEING DESCRIBED HEREIN.

RESERVING THEREFROM AN EASEMENT FOR STREET AND PUBLIC UTILITY PURPOSES TO THE CITY

OF CHULA VISTA, OVER THAT PORTION OF THE ABOVE- DESCRIBED LAND LYING NORTHEASTERLY OF A LINE THAT IS 47 FEET SOUTHWESTERLY OF AND PARALLEL WITH THE CENTERLINE OF BEYER WAY PER ROAD SURVEY NO. 407, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

CONTAINING 0.26 ACRES GROSS, 0.17 ACRES NET, MORE OR LESS.

LEGAL DESCRIPTION “ RECIPROCAL PROPERTY”:

THE EASTERLY 166 FEET OF THE SOUTHERLY 45 FEET OF PARCEL 1 OF PARCEL MAP NO. 10674, IN

THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, NOVEMBER 6,1980 AS FILE NO. 80- 375149, OF OFFICIAL RECORDS.

CONTAINING 0.17 ACRES, MORE OR LESS.
2/14/ 2025
ERIC R. LAZOVICH, PLS 8976 DATE
276 FOURTH AVENUE
CHULA VISTA, CA 91910

DEPARTMENT OF ENGINEERING &

CITY OF CHULA VISTA

CAPITAL PROJECTS
DATEERICR. LAZOVICH, PLS 8976
EXHIBIT “ C”
EXHIBIT " C"
Form of Grant Deed and Certificate of Acceptance

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO

SPACE ABOVE THIS LINE FOR RECORDER' S USE
APN:

Grant Deed
The undersigned Grantor( s) declare( s):

Documentary transfer tax is $_________________
Computed on full value of property conveyed, or
Computed on full value less value of liens and encumbrances remaining at time of sale.

Unincorporated area City of _______________, and
FOR A VALUABLE CONSIDERATION , receipt of which is hereby acknowledged, hereby GRANT( S) to
the following described real property in the City of ___________, County of _____________, State of California:

SEE ATTACHED EXHIBIT S A & B.

Dated: _______________,
20___
a __________________
By: _________________________________
Name)
Title)
EXHIBIT “ C”

ACKNOWLEDGMENT
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, , Notary Public insert name and title of the officer)
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)
Certificate of Acceptance ( for Reciprocal Property only) This is to certify that the interest in real property conveyed by the Grant Deed dated ________, 2023, from _________, to the City of Chula Vista (“ City”), is hereby accepted by the undersigned officer on behalf of the City pursuant to authority conferred by the City Council through Resolution No. ____________, and the City consents to recordation thereof by its duly authorized officer.

CITY OF CHULA VISTA, a California municipal corporation Dated: _______________,
20___ By: _________________________________
Name)
Title)
EXHIBIT “ C”

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)

Chula Vista City CouncilMarch 4, 2025

Chula Vista City Council
March 4, 2025