c-onvey, assign, transfer, encumber, lease, re-let, license or otherwise dispose of the Property, OUE Area, or any part thereof or interest therein ("Transfer"), except with Buyer's written consent in Buyer's sole and absolute discretion. This Section 19 shall survive Closing with respect to the O UE Area.
20. Further Seiler Covenants Regarding Property and OUE Area. Seller covenants and agrees with Buyer that, except with Buyer's written consent in Buyer's sole and absolute discretion, the Property and OUE Area will be maintained in their respective conditions as of the Effective Date. Except with Buyer's written consent in Buyer's sole and absolute discretion, between the Effective Date and the Close of Escrow, Seller will not construct or permit to be constructed any improvements upon the Property, or use or permit to be used any portion of the Property for storage of personal property .. This Section 20 shaU survive Closing with respect to the OUE Area.
21. Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be electronically mailed, personally delivered, or sent by reputable overnight courier, and shall be deemed received upon the earlier of: (a) if sent by electronic mail, the date of delivery to the email address of the person to receive such notice if delivered before 5:00pm, otherwise the next business day, (b) if personally delivered, the date of delivery to the address of the person to receive such notice; (c) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day. Notice of change of address shall be given by written notice in the manner described in this Section 21 . Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as set forth on the following page.
TO BUYER:
WITH A COPY TO:
TO SELLER:
4933-6668-6079 v6
4938-6168-3871, V. 2
City of Livingston
1416 C Street
Livingston, CA 95334
Attention: City Manager
Email: [email protected]
Marc Barraza Tran, Esq.
Burke, Williams & Sorensen, LLP
181 Third Street, Suite 200
San Rafael, CA 94901
E-mail: [email protected]
Livingston Union School District
922 B St.
Livingston, CA 95334
Attn: Superintendent
Email: [email protected]
15
W1TH A COPY TO: Anne Collins, Esq.
Lozano Smith, LLP
400 Capitol Mall, Suite 200
Sacramento, CA 95814
Emai 1: [email protected]
22. CEOA Compliance. The Project is exempt from CEQA pursuant to 14 CCR §15183(a), consistent with the development density established by existing zoning, community plan, or general plan policies, § 15183(t), previously adopted and uniformly applied development policies or standards, and §15183.3, streamlining for eligible infill projects.
23. Default. IF CLOSE OF ESCROW DOES NOT OCCUR DUE TO BUYER
COMMITTING A DEFAULT UNDER THIS AGREEMENT, THEN IN ANY SUCH EVENT, PROVIDED THAT SELLER IS NOT IN DEFAULT OF ITS OBL1GAT1ONS FOR THE
CLOSE OF ESCROW, THE ESCROW HOLDER MAY BE INSTRUCTED BY SELLER,
AND SELLER SHALL BE ENTITLED TO SO INSTRUCT ESCROW HOLDER, TO
CANCEL THE ESCROW AND SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. BUYER AND SELLER AGREE THAT BASED UPON THE
CIRCUMSTANCES NOW EXTSTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLERS' DAMAGE BY" REASON OF BUYER'S DEFAULT.ACCORDINGLY, BUYER AND SELLERS AGREE
THAT, IN THE EVENT OF DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AW ARD SELLER "LIQUIDATED DAMAGES" EQUAL TO THE AMOUNT REPRESENTED BY THE DEPOSIT, AND
SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT, TOGETHER WITH ANY
INTEREST ACCRUED THEREON AS SELLERS' SOLE AND EXCLUSIVE REMEDY AT LAW AND EQUITY.
Seller's lnitialsc -$ Buyer's lnitialsc &
In the event the ~ Property as contemplated hereunder is not consummated due to Se LI er' s default hereunder, jncluding the failure of any condition set forth in Section 10.2, Buyer shall be entitled, as its sole remedy, to enforce specific performance of Seller's obligation to convey the Property to Buyer in accordance with the tenns of this Agreement, provided that Buyer files suit for specific perfonnance as set forth in the last sentence of this Section 22 on or before ninety (90) days following the date upon which Closing was to have occurred, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer expressly waives its rights to seek damages in the event the sale as contemplated hereunder is not consummated due to Seller's default hereunder, however, no such default shall be deemed to have occurred unless and until Buyer has given Seller written notice thereof, describing the nature of the default, and Seller has failed to cure such default within five days after receipt of such notice (and the Close of Escrow shall be extended, if necessary, to allow the Seller the full five day period).
24. Interpretation. Tn this Agreement (unless the context requires otherwise), the masculine, feminine and neuter genders and the singular and the plural shall be deemed to 4933-6668-6079 v6
4938-6168-3871. v. 2
16
include one another, as appropriate. The words " include" and " including" shaJI be interpreted as though followed by the words "without limitation." This Agreement shall be interpreted as though jointly prepared by all Parties.
25. Entire Agreement. This Agreement and its exhibits constitute the entire agreement between the Parties hereto perta.ining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof. All prior agreements, representations, negotiations and understanding of the Parties hereto, oral or written, express or implied, are hereby superseded and merged herein.
26. Captions. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof.
27. Governing Law: Venue. This Agreement and the exhibits attached hereto have been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California without reference to its choice of laws rules. The exclusive venue for any disputes or legal actions shall be in the Superior Court of California, County of Merced.
28. Invalidity of Provision. If any provision of this Agreement as applied to any Party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way effect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability ofthis Agreement as a whole.
29. Amendments. No addition to or modification of any provision contained in this Agreement shall be effective unless fully set forth in writing by Buyer and Seller.
30. Counterparts. This Agreement may be executed in any number of identical counterparts and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and any counterpart signature pages may be detached and assembled to form a single original document.
31. Time of Essence. Time is of the essence of each provision of this Agreement.
32. Binding Upon Successors. The terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the Parties hereof.
33. Offer. Any delivery of unsigned copies of this Agreement is solely for the purpose of review by the Party to whom delivered, and neither the delivery nor any prior communications between the Parties, whether oral or written, shall in any way be construed as an offer by Buyer or Seller, nor in any way imply that Buyer or Seller is under any obligation to enter the transaction which is the subject of this Agreement. The signing of this Agreement by Seller constitutes an offer which shall not be deemed accepted by Buyer unless and until this Agreement has been executed on behalf of Buyer by its City Manager or his/her designee as 4933-6668-6079 v6
4938-6168-3871, V. 2
17
authorized by Buyer's City Council. Seller agrees that this offer shall be acceptable and cannot be revoked for a period of 30 days following presentation by Seller.
34. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day (such as the day escrow opens), and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays as specified in sections 6700 and 6701 of the California Government Code. Jf any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.
35. Legal Advice. Each Party represents and warrants to the other the following:
they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of any other Party, or their respective agents, employees, or attorneys, except as specifically set fo1ih in this Agreement, and without duress or coercion, whether economic or otherwise.
36. Cooperation. The Parties agree to cooperate in the closing of this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement.
37. No Third-Partv Beneficiaries. The Parties intend that the rights, obligations and covenants in this Agreement shall be exclusively enforceable by the Parties. There are no third party beneficiaries to this Agreement.
38. Recitals; Exhibits. The above recitals and the following exhibits attached to this Agreement are hereby incorporated herein by this reference for all purposes as if set forth herein in fuU:
Exhibit A
Exhibit B
Exhibit C
ExhibitD
ExhibitE
Legal Description of Property and Utility Easement
Form of Grant Deed and Certificate of Acceptance
FIRPT A Certificate
Documents and Materials
Diagram of O UE Area
4933~8-<>079 v6
4938-{)168-3871, v. 2
18
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
"BUYER":
CITY OF LNINGSTON,
a California municipal corporation
By:
J >iAR.
CC-'?-:1
\ c·
~
M rez 1ty anager
APPROVED AS TO FORM:
Marc Barraza Tran, City Attorney
"SELLER":
4933--6668-6079 v6
4938-6168-3871, V. 2
LIVINGSTON UNION ELEMENTARY SCHOOL DISTRICT, a
California public school district
By:
By:
APPROVED AS TO FORM:
Anne Collins, Counsel
19
EXlllBITA
LEGAL DESCRIPTION OF THE PROPERTY
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LIVINGSTON, COUNTY OF MERCED, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEING A PORTION OF LOT 16 AS SHOWN ON THAT CERTAIN MAP OF "SUBDIVISION NO. 2" OF THE LIVINGSTON LAND AND COLONY COMPANY", RECORDED IN VOLUME 3 OF OFFICIAL PLATS AT PAGE 57, MERCED COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF GRANT DEED DOCUMENT NO. 2006-051204 RECORDED JULY 21, 2006 MERCED COUNTY OFFICIAL RECORDS; THENCE SOUTH 0°58'15" WEST ALONG THE WESTERLY LINE OF SAID LOT 16 , A DISTANCE OF 354.83 FEET TO A POINT ON THE
SOUTHERLY RIGHT-OF-WAY OF WINTON PARKWAY, SAID POINT ALSO BEING THE BEGINNING
OF A NON-TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING A RADIAL BEARING OF NORTH 54°14'57" EAST, AND A RADIUS OF 655.00 FEET, THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 33"12'59", AN ARC DISTANCE OF 379.73' FEET; THENCE NORTH 89°31 '55" EAST ALONG SAID DEED DOCUMENT NO. 2006-051204, A DISTANCE OF 128.80 FEET TO THE TRUE POINT OF BEGINNING.
CONTAINS AN AREA OF ±29,543 SQUARE FEET, MORE OR LESS.
LEGAL DESCRIPTION OF THE UTILITY EASEMENT
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LIVINGSTON, COUNTY OF MERCED, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEING A PORTION OF LOT 16 AS SHOWN ON THAT CERTAIN MAP OF "SUBDIVISION NO. 2" OF THE LIVINGSTON LAND AND COLONY COMPANY", RECORDED IN VOLUME 3 OF OFFICIAL PLATS AT PAGE 57, MERCED COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF GRANT DEED DOCUMENT NO. 2006- 051204 RECORDED JULY 21, 2006 MERCED COUNTY OFFICIAL RECORDS; THENCE SOUTH 89°31 '55" WEST ALONG THE NORTHERLY LINE OF SAID LOT 16 , A DISTANCE OF 128.80 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY OF WINTON PARKWAY; THENCE, SOUTH 89°31'55" WEST A DISTANCE OF 1.79 FEET, THENCE SOUTH 89°31'55" WEST A DISTANCE OF
1.79 FEET; THENCE, NORTH 00"30'24" EAST A DISTANCE OF 12.99 FEET, TO THE POINT OF BEGINNING;
THENCE, SOUTH 89°31 '55" WEST A DISTANCE OF 59.28 FEET; THENCE, NORTH 79°35'31" WEST A DISTANCE OF 84.80 FEET; THENCE, NORTH 00°28'05" WEST A DISTANCE OF 16.000 FEET; THENCE, NORTH 00°28'05" EAST A DISTANCE OF 16.000 FEET; THENCE, NORTH 89°31 '25" EAST A DISTANCE OF 114.51 FEET ALONG THE SOUTHERLY RIGHT-OF-WAY OF B STREET; THENCE, SOUTH 00°28'05" EAST A DISTANCE OF 25.00 FEET; THENCE, NORTH 89°31 '55" EAST A DISTANCE OF 28.16 FEET; THENCE, SOUTH 00°30'27" EAST A DISTANCE OF 7.00 FEET TO THE TRUE POINT OF BEGINNING.
Recording Requested by and
After Recordation Mail to:
City of Livingston
Attention: City Manager
1416 C Street
Livingston, CA 95334
EXHIBIT B
GRANT DEED
EXEMPT FROM RECORDING FEES PURSUANT TO
GOVERNMENT CODE § 27383
EXEMPT FROM DOCUMENTARY TRANSFER TAX
PURSUANT TO RTC § 11922
GRANT DEED
For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned (collectively, "Grantor") hereby grants to the City of Livingston, a California municipal corporation ("Grantee"), all of Grantor's right, title, and interest in and to the real property located in the City of Livingston, County of Merced, California, described and depicted in Attachment No. l,and Attachment No. 2. attached hereto.
IN WITNESS WHEREOF, the Granter has caused this Grant Deed to be executed as of the __ day of ______ , 202 _.
GRANTOR:
LfVINGSTON UNION ELEMENTARY SCHOOL
DISTRICT, a California public school district
By:
[Notary acknowledgment required]
Name:
Title: ----------------
Certificate of Acceptance
This is to certify that the interest in real property conveyed by Grant Deed from Livingston Union Elementary School District, as grantor, to City of Livingston, a California municipal corporation, as grantee, is hereby accepted by the undersigned office on behalf of the City Counci I of the City of Livingston pursuant to authority conferred by the City Council of the City of Livingston by Resolution No._ adopted on ___ , and the grantee consents to recordation thereof by its duly authorized officer.
Dated:
4933~ U 079 v6
4938-6168-3871, V. 2
I- ! ~ -\ ~- _,. \JI l'I .. ..L o':f 2.'-( , 2.(:; , 202_ By: _ :sJ_ _ _ _ -4-\ __ ~ __ "'""'_----vu _ JoseA. Ramirez, dty Manager Exhibit B
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 -----
)
) ss
)
On---------~ before me, _ _ ________ _ ________ .
(Name of Notary)
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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
4933-6668-6079 v6
4938-6168-3871, V. 2
ExhibitB
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 ____ _
)
) ss
)
On ________ _ _, before me, __________________ _
(Name ofNotruy)
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. l 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.
(Notary Signature)
4933-M68-6079 v6
4938-6168-3871 , V. 2
Exhibit B
Attachment No. 1
LEGAL DESCRIPTION AND PLAT MAP OF PROPERTY
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LIVINGSTON, COUNTY OF MERCED, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEING A PORTION OF LOT 16 AS SHOWN ON THAT CERTAIN MAP OF "SUBDIVISION NO. 2" OF THE LIVINGSTON LAND AND COLONY COMPANY", RECORDED IN VOLUME 3 OF OFFICIAL PLATS AT PAGE 57, MERCED COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF GRANT DEED DOCUMENT NO. 2006-051204 RECORDED JUL y 21 , 2006 MERCED COUNTY OFFICIAL RECORDS; THENCE SOUTH 0°58'15' WEST ALONG THE WESTERLY LINE OF SAID LOT 16 , A DISTANCE OF 354.83 FEET TO A POINT ON THE
SOUTHERLY RIGHT-OF-WAY OF WINTON PARKWAY, SAID POINT ALSO BEING THE BEGINNING
OF A NON-TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING A RADIAL BEARING OF NORTH 54°14'57" EAST, AND A RADIUS OF 655.00 FEET, THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 33°12'59", AN ARC DISTANCE OF 379.73' FEET; THENCE NORTH 89°31 '55" EAST ALONG SAID DEED DOCUMENT NO. 2006-051204, A DISTANCE OF 128.80 FEET TO THE TRUE POINT OF BEGINNING.
4933-6668-6079 v6
4938-6168-3871, v. 2
CONTAINS AN AREA OF ±29,543 SQUARE FEET, MORE OR LESS.
Exhibit B
Attachment No. 2
Plat map
EXHIBIT "B"
B STREET (PUBLIC)
r
,I\ •4 O'l'U"
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r
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\
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•• , -LC I' F'EET
BASIS OF BEARINGS:
1l1E ~C.ili U~ Cf' ~o\Nl CED
Q!)~11E'IT 'iO. l '..\X-::61» ~ ~!)£0
UY :.-1, 2-ooG ut~ CO:Jt.f'r CffiCl't
'IEC()l(():i. TAl'.£'4 TC 1£ (hb,i,'.ll'$:,'E)
LEGEND
- - - !'(,_.,<,':.fl, ~1::Hl t'f" YtM U'IE
---- ulS11!.:; Al()iT-Of- (l"'Y
ElO:ill~C CE!> 1£'o(lf4::
.
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j 11,!ll:: .. TES AAEA TO &£ ~ .. ro -. rer ro
Tl£ CITY Of Lt,..,.~ToN rCfl hMJ< :,l\c£ET A.~~ ull.lllES l',,.lll¥0:i£S AA£>. • :t:~.~.S !>o. FT (:1:0.611 ACi<E!i)
l
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Attachment No. 3
LEGAL DESCRIPTION AND PLAT MAP OF UTILITY EASEMENT
ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF LIVINGSTON, COUNTY OF MERCED, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEING A PORTION OF LOT 16 AS SHOWN ON THAT CERTAIN MAP OF "SUBDIVISION NO. 2" OF THE LIVINGSTON LAND AND COLONY COMPANY", RECORDED IN VOLUME 3 OF OFFICIAL PLATS AT PAGE 57, MERCED COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF GRANT DEED DOCUMENT NO. 2006- 051204 RECORDED JULY 21, 2006 MERCED COUNTY OFFICIAL RECORDS; THENCE SOUTH 89°31 '55" WEST ALONG THE NORTHERLY LINE OF SAID LOT 16 , A DISTANCE OF 128.80 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY OF WINTON PARKWAY; THENCE, SOUTH 89°31 '55" WEST A DISTANCE OF 1.79 FEET, THENCE SOUTH 89°31'55" WEST A DISTANCE OF
1.79 FEET; THENCE, NORTH 00°30'24" EAST A DISTANCE OF 12.99 FEET, TO THE POINT OF BEGINNING;
THENCE, SOUTH 89°31'55" WEST A DISTANCE OF 59.28 FEET; THENCE, NORTH 79°35'31" WEST A DISTANCE OF 84.80 FEET; THENCE, NORTH 00°28'05" WEST A DISTANCE OF 16.000 FEET; THENCE, NORTH 00°28'05" EAST A DISTANCE OF 16.000 FEET; THENCE, NORTH 89°31 '25'; EAST A DISTANCE OF 114.51 FEET ALONG THE SOUTHERLY RIGHT-OF-WAY OF B STREET; THENCE, SOUTH 00°28'05" EAST A DISTANCE OF 25.00 FEET; THENCE, NORTH 89°31 '55° EAST A DISTANCE OF 28.16 FEET; THENCE, SOUTH 00°30'27" EAST A DISTANCE OF 7.00 FEET TO THE TRUE POINT OF BEGINNING.
~
emiLQE.
LOT 18
OF PLA1;!;. P~GE 58 l!()OK 3 OF MAPS, I\EC:OAOS. ME~C: O Cou-/TY LI !2.911'
HOIT JJ:I 2. 'E
1.2 59.28' L3 S119· 31' ll5"W
N79· M' 31 "W &4.110'
L.8 900' JJ:I 24-W
S OF BEARINGS: BASI GRANT DEED
UNE OF 2:04 RECOODED
1HE ~ NO. 2005-061 C0UKTY lfflaAL
OOCUMEN 200I MERCED '55"[) .U.Y 21, •..n. 10 1iE (HWJl R£CORDS. 1,,._, LEGEND
PRCJ'OSED RIGHT OF WAY LINE
Plat Map
-- RIOHT-<J'-WAY DISffiC NE
- - - ElQSlllffQ CENlERU TO BE GJWITED TO
EASEMEJfT AAf.A UTY PURPOSES g ~~ w:ci:~:;0.01 ~)
68 6079 v6 4933-66 6-
8 3871 V. 2 4938-61 - '
M!EA • :i:~le
Exhibit B
0 30
PARCEL ~E~GE'.R NO. AAY PAACcl , 2025, AS :'s.~ RECOR~~J9: OFFICIAL RE.C-..OROS OOC\JM~~ERCEO COUNTY
EXHIBITC
FIRPTA AFFIDAVIT
Section 1445 of the Internal Revenue Code of 1954, as amended ("Code"), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person.
To inform the transferee that withholding of tax is not required upon the disposition of a U. S. real property interest by Livingston Union Elementary School District as Transferor, the undersigned hereby certifies the following:
l. The Transferor is not a non-resident alien for purposes of U.S. income taxation (as such term is defined in the Jntemal Revenue Code and Income Tax Regulations);
2. The Transferor's U. S. taxpayer identification number or social security number is
3. The Transferor's mailing address is -------
The Transferor understands that this Certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalty of perjury the undersigned declares that he/she has examined this Certification and to the best of his/her knowledge and belief it is true, correct, and complete, and further declares that he/she has authority to sign this document on behalf of the Transferor.
Dated: _______ , 202_
Transferor:
B
EXHIBIT D
Documents and Materials
I. Copies of any AL TA surveys of the Paree 1.
2. Any easements or licenses granting any third party the right to use the Parcel.
3. Any soils reports concerning the Property or the Parcel.
4. Any environmental reports concerning the Property or the Parcel, including any Phase 1 Assessment or Phase II Assessment.
5. All rental agreements, user agreements, leases, purchase or lease options, or purchase agreements affecting the Property.
6. Any inspection reports pertaining to the Property or the Parcel.
7. Any notices of violation from any governmental agency, any correspondence confirming cure of such violation, and other notices that affect the ownership, operation, maintenance, repair, improvement or development of the Property or the Parcel.
EXHIBIT E
Conceptual Depiction of Overhead Utilitv Easement (OUE) Area (white diagonal lined area identified as approximate PG&E easement) ..
..
.I
E:
" ..
,I
~ •><>tr notH we:
br
r Q()~O-:EIJ S"l'ltCT E>SE~D,,T J.'ER .SC-'AHA.l[ COC"..1UO.l I
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B STREET
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4902-9464-0274 v1 Page 1 of 1
STAFF REPORT
AGENDA ITEM: Resolution Continuing the Local Emergency in the City of Livingston From February 17, 2026, through the Present Due to the Public Health and Property Threat Created by the Well 9 Failure (4/5 Vote Required) MEETING DATE: May 05, 2026
PREPARED BY: Jesus Jr. Chavez, Water/Wastewater Manager REVIEWED BY: Jose Antonio Ramirez, City Manager
REVIEWED BY: Anthony Chavarria, Public Works Director
RECOMMENDATION:
Staff recommends that the City Council adopt a Resolution continuing the local emergency in the City due to the public health and property threat created by the Well 9 failure.
BACKGROUND:
On February 17, 2026, Council approved a resolution finding a need to take emergency actions to repair or replace the failed casing and motor of Well 9.
DISCUSSION:
Under Ca. Public Contract Code §22050 (c)(1), the City Council must review the emergency action at its next regularly scheduled meeting, or at least every 14 days, until the action is terminated, to determine, by a four-fifths vote, that there is a need to continue the action to respond to the emergency.
The emergency repairs to Well 9 is ongoing. Staff anticipates completion by mid-May 2026, placing the well back in service before peak summer demand. Well 8A is not expected to be online until fall 2026 and therefore cannot serve as an interim supply source. The repairs remain necessary to prevent the loss of well availability during high-demand months, potential loss of water supply redundancy, increased operational strain on other production wells, and potential public health or property and conservation impacts. For these reasons staff believes there is a need to continue the emergency action.
FISCAL IMPACT:
There is no fiscal impact to continuing the emergency action under Public Contract Code §22050.
ATTACHMENTS:
1. Resolution No. 2026-
4904-9537-7042 v1 Page 1 of 2
RESOLUTION NO. 2026-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LIVINGSTON CONTINUING
THE LOCAL EMERGENCY DUE TO THE PUBLIC HEALTH AND PROPERTY THREAT CREATED BY THE WELL 9 FAILURE (4/5 VOTE REQUIRED) WHEREAS, on February 17, 2026, the City Council approved Resolution No. __, finding a need to take emergency action to repair or replace the failed casing and motor of Well 9, pursuant to California Public Contract Code §22050(a); and WHEREAS, the emergency repairs to Well 9 have commenced and are ongoing; and WHEREAS, City staff anticipates this additional rehabilitation work will take 4-6 weeks to complete and staff is targeting completing this work before the hot summer months when the water demand is at its highest for the year; and
WHEREAS, the City Council shall review the emergency action at its next regularly scheduled meeting or at least every 14 days until the action is terminated, to determine, by a fourfifths vote, that there is a need to continue the action; and WHEREAS, when the City Council reviews the emergency action, it shall terminate the action at the earliest possible date that conditions warrant so that the remainder of the emergency action may be completed by giving notice for bids to let contracts; and WHEREAS, due to the deteriorated well casing, worn out pump bowls, and motor rewinding for Well 9, the City requires the repairs to the well casing, replacement of the well pump, and motor rewind and constitutes a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of health, property, or essential public services.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Livingston hereby finds:
1. That a local emergency still exists due to the failure of Well 9.
2. That there is a need to continue the emergency action.
3. This Resolution will become effective immediately.
I hereby certify that the foregoing Resolution No. 2026-___ is a full, true and correct copy of a resolution duly passed and adopted by the City Council of the City of Livingston at a regular meeting thereof duly held on the 5th day of May 2026, by the vote recorded as follows:
AYES:
NOES:
ABSENT:
ABSTAIN:
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By:
Jose A. Moran, Mayor
of City of Livingston
ATTEST
Monica Cisneros, Deputy City Clerk
of the City of Livingston
APPROVED AS TO LEGAL FORM
________________________
Marc Tran, City Attorney