Agenda packet — Oxnard City Council, March 19, 2024 (part 5 of 5)

(9) Retail sales of t-shirts, sweaters, hats, stickers, key chains, bags, books, posters, rolling papers, cannabis accessories such as pipes, pipe screens, vape pen batteries (without cannabis) or other personal tangible property that do not contain cannabis shall not be subject to the cannabis business tax under this article. However, any business activities not subject to this article shall be subject to the appropriate business tax provision of article I of chapter 11 or any other chapter or title as determined by the tax administrator. Non-cannabis goods are not exempt from sales tax.” PART 6. SEVERABILITY
If any section, subsection, subdivision, paragraph, sentence, clause or phrase, or portion of this Ordinance is, for any reason, held to be unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall not af fect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have adopted this Ordinance and each section, subsection, subdivision, paragraph, sentence, clause or phrase of this Ordinance irrespective of the fact that one or more sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases be declared unconstitutional or invalid or ineffective. To this end, the provisions of this Ordinance are declared to be severable.

PART 7. Pursuant to Cal. Gov. Code Section 36933(c)(1), the City Attorney was designated to prepare, and the City Clerk published, a summary of this ordinance, and a certified copy of the ordinance was posted in the Office of the City Clerk a minimum of five days before the City Council’s adoption of the ordinance.

PART 8. The City Clerk shall certify as to the adoption of this ordinance and shall cause the summary thereof to be published within fifteen (15) days of the adoption and shall post a certified copy of this ordinance, including the vote for and against the same, in the office of the City Clerk, in accordance with Government Code Section 36933.

[Remainder of Page Left Intentionally Blank]

843
Ordinance No.

Page 6 ends

PASSED AND ADOPTED this ___ day of __________ by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

John C. Zaragoza, Mayor
ATTEST:

Rose Chaparro, City Clerk

APPROVED AS TO FORM:

Stephen M. Fischer, City Attorney

844
Consider an Ordinance Amending
Provisions of Chapter 11 of the Oxnard City
Code Pertaining to Cannabis Regulations
Kathleen Mallory, Planning & Sustainability Manager
Community Development Department
City Council
March 19, 2024
845
Background 2
• City Council has approved a series of ordinances to allow the following cannabis uses: retail dispensaries (16
licenses); manufacturing (8 licenses); distribution (3
licenses); and testing laboratories (1 license).
• In October 2023, the City Council adopted an ordinance which established new cannabis cultivation regulations and amended Oxnard City Code (OCC) regulations pertaining to cannabis businesses.
• These amendments to Chapters 11 and 16 clarified the
permit processes, updated language to align with State
guidelines, and streamlined the renewal processes for
cannabis businesses.
846
Background 3
• As a result of implementing the cannabis programs and discussions with city departments involved with cannabis permitting and compliance, as well as the cannabis
operators, seven amendments have been identified.
- streamline business operations
- expand hours of operations by two hours
- address the transferring of ownership
- clarify a definition.
• These amendments pertain to Chapter 11 of the OCC.
847
Analysis 4
• Proposed OCC amendments would be applicable to all
cannabis uses, and do not increase the permitted number of retail, manufacturing, distribution, or testing laboratory licenses.
848
Analysis 5
Summary of the OCC amendments are as follows:

1.) Allow cannabis operators to self-certify all employees after the initial Cannabis Employee Permit is issued (OCC Sec. 11-455(F)).

2.) Allow cannabis applicants to submit a cannabis financial audit report every two years (OCC Sec. 11-476).

3.) Amend the Certified Public Accountant (CPA) requirement for financial audits (OCC Sec. 11-476).

4.) Increase business hours of operation (OCC Sec. 11-485(L)). 849
Analysis 6

5.) Clarify that an operator may change the form of business entity without applying to the City manager if the new business entity is identical (OCC Sec. 11-468(D)).

6.) Clarify that a change of ownership shall not result in a change of control (OCC Sec. 11-468(A) & (G)).

7.) Clarify the definition of ‘Gross Receipts’ (OCC Sec. 11-485(N)(9)).
850
Financial Impact 7
Adoption of this new ordinance would enable the cannabis operators to increase their hours of operation and could potentially lead to an increase in cannabis business tax revenue for the City.
851
Recommendation 8
That the City Council:

Introduce an ordinance (by title only, waiving further reading) titled:
“An ordinance of the City Council of the City of Oxnard amending provisions of Chapter 11, Article XVII of the Oxnard City Code pertaining to cannabis regulations regarding
cannabis employee permits, cannabis audit processes, hours of operation, transfer of ownership and a definition
clarification.”
852
Questions?
853

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. N.8

DATE: March 19, 2024

TO: City Council and Oxnard Housing Authority

FROM: Emilio Ramirez, Housing Director, (805) 385-8094, [email protected]

SUBJECT: Acquisition of Real Property 3941 and 3951 Saviers Road improved with an eight-unit multi-family development. (10 minutes)

RECOMMENDATION

That the City Council:

1. Approve a grant to the Housing Authority of the City of Oxnard in amount not to exceed $2,260,000 from the Community Development Block Grant fund for the acquisition of improved real property located at 3941 and 3951 Saviers Road plus transaction fees and related costs, subject to review and approval by the City Attorney;

2. Find that the recommended actions do not constitute a “project” subject to the California Environmental Quality Act pursuant to Section 21065 and Sections 15004(b)(4) and 15378 of the State California Environmental Quality Act Guidelines and, as such, no environmental document pursuant to California Environmental Quality Act is required;

3. Authorize the City Manager, and his designees, to appropriate $2,260,000 of CDBG funds for the acquisition and related costs associated with the 3941 and 3951 Saviers Road transaction.

That the Board of Commissioners:

4. Accept a grant from the City of Oxnard in amount not to exceed $2,260,000 to finance the acquisition, and related costs, of improved real property located at 3941 and 3951 Saviers Road and authorize the Executive Director to execute any and all documents necessary to complete the loan, subject to review and approval by the Housing Authority general counsel; and

5. Authorize the Housing Authority of the City of Oxnard to enter into a purchase and sale agreement for the acquisition of improved real property located at 3941 and 3951 Saviers Road in an amount not to exceed $2,160,000, subject to an appraisal, and authorize the Executive Director or designee to execute any and all documents necessary to complete the acquisition, subject to review and approval by the Housing Authority general counsel.

(This item did not originate in Committee)

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/Ql_HV8QeZyU

BACKGROUND

The Community Development Block Grant program within the Housing Department has excess surplus funds in the amount of $3,035,397.42. The City Council approved an amended Annual Actual Plan on December 19, 2023 allocating such excess surplus funds for the acquisition of real property. Staff received City Council authorization to negotiate to acquire improved real property located at 3941 and 3951 Saviers Road (“the Property”) in Closed Session on March 4, 2024 for provision of affordable housing. The Property is owned by Ronald Jenny and is improved with an eight-unit multi-family development on a parcel of approximately 12,42 square feet. The property is listed for sale by KW Commercial with an asking price of $2,360,000.
854

DISCUSSION

The request is to acquire an existing eight-unit and fully occupied multi-family development with available City of Oxnard’s Community Development Block Grant funds to expand the inventory of affordable housing in Oxnard. This is an eligible use of funds and is consistent with the mission of both the Community Development Block Grant and the Housing Authority of the City of Oxnard. The Housing Authority of the City of Oxnard will assume all leases.

Staff seeks approval from the City Council to finance this acquisition plus transaction costs with a grant in the amount of $2,260,000 from the City of Oxnard’s Community Development Block Grant fund. If approved, the Property will be owned and operated by the Housing Authority; therefore, staff seeks approval from the Board of Commissioners to enter into a purchase and sale agreement for the acquisition of the Property, subject to due diligence including inspection and appraisal, for a purchase of not more than $2,160,000.

ENVIRONMENTAL ANALYSIS

The proposed actions to appropriate funding and approve the acquisition and disposition of property do not constitute approval of any particular project. These recommended actions do not grant any vested development entitlements, do not bind any party or commit to any definite course of action, do not restrict the City from considering any feasible mitigation measures and alternatives, and do not restrict the City from denying a future project on either of the involved sites, and, therefore, do not constitute a project subject to the California Environmental Quality Act (CEQA) pursuant to Section 21065 of CEQA and Sections 15004(b)(4) and 15378 of the State CEQA Guidelines. As such, no environmental document pursuant to CEQA is required.

The undertaking of, disbursement of funding for, or approval of any physical improvements is fully contingent on compliance with CEQA. Furthermore, any future project at the Property would require an agreement with a yet-to-be identified development partner and would likely require approval of discretionary land use entitlements. It is anticipated that CEQA review will occur concurrent with such agreement or the processing of entitlement applications and must be completed prior to granting of any such entitlements.

STRATEGIC PRIORITIES

This agenda item supports the Quality of Life strategy. The purpose of the Quality of Life strategy is to restore and increase quality services and programs that enrich Oxnard's diverse community, promotes safe neighborhoods, encourages community engagement, and supports our residents in their efforts to improve their quality of life.

FINANCIAL IMPACT

There is sufficient FY23-24 CDBG available budget to fund the acquisition amount. The CDBG fund has an existing budget allocation to cover the project amount of $2,260,000 from prior year HUD allocations, therefore there will be no new appropriations needed. However, there will be transfers of existing appropriations related to recaptured project balances within the CDBG fund.

For City of Oxnard Finance Use Only: CDBG expenditures (2018105-53600-G24xx to be created).

COMMITTEE OUTCOME

This item did not originate in Committee. Council provided authorization to negotiate at their March 4, 2024 meeting and approved the use of the CDBG funds for real estate transactions in support of affordable housing at their December 19, 2023 Council meeting.

Prepared by: Emilio Ramirez, Housing Director

ATTACHMENTS

1. Presentation

855
Acquisition of Real Property 3941 and 3951 Saviers
Road improved with an eight-unit multi-family
development
Emilio Ramirez, Director
Housing Department
City Council
March 19, 2024
856
Acquisition Site 2
857
Acquisition Site 3
858
Purpose 4

1. The CDBG program has excess surplus funds of $3,035,397.42.

2. City Council approved an amended Annual Actual Plan on December 19, 2023 allocating surplus funds for real property acquisition.

3. Staff received City Council authorization to negotiate acquisition of real property located at 3941 and 3951 Saviers Road in Closed Session on March 4, 2024 for provision of affordable housing.

4. The Property is owned by Ronald Jenny and is improved with an eight-unit multi-family development.

5. The property is listed for sale by KW Commercial with an asking price of $2,360,000.
859
Purpose 5

1. Staff seeks approval from the City Council to finance this acquisition plus transaction costs with a grant in the amount of $2,260,000 from the City of Oxnard’s Community Development Block Grant fund.

2. If approved, the Property will be owned and operated by the Housing Authority.

3. Staff seeks approval from the Board of Commissioners to enter into a purchase and sale agreement for the acquisition of the Property, subject to due diligence including inspection and appraisal, for a purchase of not more than $2,160,000.
860
Recommendation 6
That the City Council:

3. Authorize the City Manager, and his designees, to appropriate $2,260,000 of CDBG funds for the acquisition and related costs associated with the 3941 and 3951 Saviers Road transaction. 861
Recommendation 7
That the Board of Commissioners:

1. Accept a grant from the City of Oxnard in amount not to exceed $2,260,000 to finance the acquisition, and related costs, of improved real property located at 3941 and 3951 Saviers Road and authorize the Executive Director to execute any and all documents necessary to complete the loan, subject to review and approval by the Housing Authority general counsel; and

2. Authorize the Housing Authority of the City of Oxnard to enter into a purchase and sale agreement for the acquisition of improved real property located at 3941 and 3951 Saviers Road in an amount not to exceed $2,160,000, subject to an appraisal, and authorize the Executive Director or designee to execute any and all documents necessary to complete the acquisition, subject to review and approval by the Housing Authority general counsel.
862
End of Presentation
8 863

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. N.9

DATE: March 19, 2024

TO: City Council

FROM: Emilio Ramirez, Housing Director, (805) 385-8094, [email protected]

SUBJECT: Acquisition of Vacant Real Property Designated as Assessor Parcel Number 201-0-213-150 located on Meta Street in Downtown Oxnard. (10 minutes)

RECOMMENDATION

That the City Council:

1. Approve a purchase and sale agreement for the acquisition of unimproved real property designated as Assessor Parcel Number 201-0-213-150 in the amount of $90,000 and authorize the City Manager or designee to execute any and all documents necessary to complete the acquisition;

3. Approve and authorize a budget appropriation of $90,000 from the Community Development Block Grant Fund to pay for the acquisition of real property designated as Assessor Parcel Number 201-0-213-150; and

4. Approve and authorize a budget appropriation of $18,000 from the Community Development Block Grant available fund balance to pay for transaction fees and related costs necessary to complete the purchase of real property designated as Assessor Parcel Number 201-0-213-150;.

(This item did not originate in Committee)

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/1ROGA3uSFNY

BACKGROUND

The Community Development Block Grant program within the Housing Department has excess surplus funds in the amount of $3,035,397.42. The City Council approved an amended Annual Actual Plan on December 19, 2023 allocating such excess surplus funds for the acquisition of real property. The Oxnard City Council authorized staff to negotiate the acquisition of real property designated as Assessor Parcel Number 201-0-213-150 (Property) located on Meta Street between 5th and 6th Street in Downtown for future development of affordable housing. The Property is owned by the Alice C Flores Trust (Seller) and consists of an approximately 1,401 square foot vacant parcel of land. Staff procured an appraisal for the Property, which defined the current market value of the Property to be $90,000.

DISCUSSION

Staff proposes to purchase the Property from the Seller for the appraised value of $90,000 with the use of Community Development Block Grant (CDBG) funds. Additionally, staff proposes to use $18,000 in CDBG funds to pay for transaction fees and related expenses necessary to complete the transaction. Upon the acquisition of the Property staff 864
proposes to assemble it with two adjacent unimproved properties fronting Meta Street that are currently owned by the Housing Authority of the City of Oxnard for future development of affordable housing.

ENVIRONMENTAL ANALYSIS

STRATEGIC PRIORITIES

FINANCIAL IMPACT

The City of Oxnard will appropriate expenditures and recognize funding sources in the amount of $108,000 to the CDBG fund.

For Finance Use Only: CDBG revenue (2018101-48020), CDBG expenditure (2018101-56000-C24xx to be created), Capital fund revenue (3018101-49300-C24xx), and Capital fund expenditures (3011001-59800-C24xx).

COMMITTEE OUTCOME

Prepared by: Emilio Ramirez, Housing Director

ATTACHMENTS

1. Purchase and Sale Agreement

2. Presentation

865
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STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS

FOR PURCHASE OF REAL ESTATE
(Vacant Land)
Dated: February 15, 2024

1. Buyer.

1.1 City of Oxnard, a municipal corporation ,( "Buyer") hereby oﬀers to purchase the real property, hereinaŌer described, from the owner thereof (" Seller") (collecƟvely, the "ParƟes" or individually, a "Party"), through an escrow ("Escrow") to close 30 or -- days aŌer the waiver or saƟsfacƟon of the Buyer's ConƟngencies, (" Expected Closing Date") to be held by Lawyers Title Insurance Corporation, attn: Shirley J. Franks ("Escrow Holder") whose address is 2571 Park View Court, Suite 241, Oxnard, C A 93036 , Phone No. (805) 484-2701 ,F a c s i m i l e N o .(818) 394-4820 upon the terms and condi Ɵons set forth in this agreement ("Agreement"). Buye r shall have the right to assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of Buyer's obligaƟons herein unless Seller expressly releases Buyer.

1.2 The term "Date of Agreement"a s used herein shall be the date when by execuƟon and delivery (as deﬁned in paragraph 20.2) of this document or a subsequent counteroﬀer thereto, Buyer and Seller have reached agreement in wriƟng whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both ParƟes.

2. Property.

2.1 The real property (" Property") that is the subject of this o ﬀer consists of (insert a brief physical descripƟon) A vacant parcel of land, consisting of approximately 1,401 SF of land is located in the County of Ventura ,i sc o m m o n l yk n o w na s( s t r e e t address, city, state, zip) Meta Street, Oxnard, CA 93030 and is legally described as: (APN: 201-0-213-150 .)

2.2 If the legal descrip Ɵon of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal descripƟon shall be completed or corrected to meet the requirements of Lawyers Title Insurance Corporation ("Title Company"), which shall issue the Ɵtle policy hereinaŌer described.

2.3 The Property includes , at no addiƟonal cost to Buyer, the permanent improvements thereon, including those items which pursuant to applicable law are a part of the property, as well as the following items, if any, owned by Seller and at present located on the Property: N/A (collecƟvely, the "Improvements").

2.4 Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and furnishings, and all of which shall be removed by Seller prior to Closing.

3. Purchase Price.

3.1 The purchase price (" Purchase Price") to be paid by Buyer to Seller for the Property shall be $90,000.00 , or (complete only if purchase price will be determined based on a per unit cost instead of a ﬁxed price) per unit. The unit used to determine the Purchase Price shall be:
l o ta c r es q u a r e f o o to t h e r p r o r a Ɵng areas of less than a full unit. The number of units shall be based on a calcula Ɵon of total area o f the Property as cerƟﬁed to the ParƟes by a licensed surveyor in accordance with paragraph 9.1(g). However, the following rights of way and other areas will be excluded from such calculaƟon: . The Purchase Price shall be payable as follows:
(Strike any not applicable)
(a) Cas h down payment, including the Deposit as deﬁned in paragraph 4.3 (or if an all cash transacƟon, the Purchase Price):
$90,000.00
(b) Amoun t of "New Loan" as deﬁned in paragraph 5.1, if any:
(c) Buye r shall take Ɵtle to the Property subject to and/or assume the following exisƟng deed(s) of trust ("ExisƟng Deed(s) of Trust") securing the exisƟng promissory note(s) ("ExisƟng Note(s)"):
(i) A n ExisƟng Note ("First Note") with an unpaid principal balance as of the Closing of approximately:

Said First Note is payable at per month, including interest at the rate of % per annum unƟl paid (and/or the en Ɵre unpaid balance is due on ). (ii) A n ExisƟng Note ("Second Note") with an unpaid principal balance as of the Closing of approximately:

Said Second Note is payable at per month, including interest at the rate of % per annum unƟlp a i d( a n d / o rt h ee nƟre unpaid balance is due on ). (d) Buye r shall give Seller ad e ed of trust ("Purchase Money Deed of Trust") on the property, to secure the promissory note of Buyer to Seller described in paragraph 6( "Purchase Money Note") in the amount of:

3.2 If Buyer is taking Ɵtle to the Property subject to, or assuming, an ExisƟng Deed of Trust ands u ch deed of trust permits the beneﬁciary to demand payment of fees including, but not limited to, points, processing fees, and appraisal fees as ac o n d iƟont o the transfer of the Property, Buyer agrees to pay such fees up to a 866
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maximum of 1.5% of the unpai d principal balance of the applicable Exis Ɵng Note.

4. Deposits.

4.1 Buyer has delivered to Broker a check in the sum of --- , payable to Escrow Holder, to be delivered by Broker to Escrow Holder within 2 or business days aŌer both ParƟes have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or within 2 or -- business days aŌer both ParƟes have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow Holder a check or wire transfer in the sum of $9,000.00 .I f s a i d c h e c k ior wire transfer s not received by Escrow Holder within said Ɵme period then Seller may elect to unilaterally terminate this transacƟon by giving wriƩen noƟce of such elecƟon to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Shoul d Buyer and Seller not enter into an agreement for purchase and sale, Buyer's check or funds shall, upon request by Buyer, be promptly returned to Buyer .

4.2 AddiƟonal deposit s:
(a) Within 5 business days a Ōer the Date of Agreement, Buyer shall deposit with Escrow Holder the addi Ɵonal sum of to be applied to th e Purchase Price at the Closing.
(b) Withi n 5b u s i n e ss days aŌer the conƟngencies discussed in paragraph 9.1 (a) through (m) are approved or waived, Buyer shall deposit with Escrow Holder the addiƟo n a ls u mo f t ob ea p p l i e dt ot h eP u r c h a s eP r i c ea tt h eC l o s i n g . (c) If a n AddiƟonal Deposit is not received by Escrow Holder within the Ɵme period provided then Seller may noƟfy Buyer, Escrow Holder, and Brokers, in wriƟng that, unless the AddiƟonal Deposit is received by Escrow Holder within 2b u s i n e ss days following said noƟce, the Escrow shall be deemed terminated without further noƟce or instrucƟons.

4.3 Escro w Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 (collecƟvely the "Deposit"), in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the Ɵming requirements of this transacƟon. The interes t therefrom shall accrue to the beneﬁt of Buyer, who hereby acknowledges that there may be penalƟes or interest forfeitures if the applicable instrument is redeemed prior to its speciﬁed maturity. Buyer's Federal Tax Iden ƟﬁcaƟon Number is . NOTE: Such interest bearing account cannot be opened un Ɵl Buyer's Federal Tax IdenƟﬁcaƟon Number is provided.

4.4 Notwithstanding the foregoing, within 5d a ys aŌer Escrow Holder receives the monies described in paragraph 4.1 above, Escrow Holder shall release $100 of said monies to Seller as and for independent consideraƟon for Seller's' execuƟon of this Agreement and the granƟng of the conƟngency period to Buyer as herein provided. Suc h independent consideraƟon is nonrefundable to Buyer but shall be credited to the Purchase Price in the event that the purchase of the Property i s completed.

4.5 Upon waiver of all of Buyer' s conƟngencies the Deposit shall become nonrefundable but applicable to the Purchase Price except in the event of a Seller breach, or in the event that the Escrow is terminated pursuant to the provisions of Paragraph 9.1(n)( D e s t r u cƟon, Damage or Loss) or 9.1(o) (Material Change).

5. Financing ConƟngency. (Strike if not applicable)

5.1 Thi s oﬀer is conƟngent upon Buyer obtaining from an insurance company, ﬁnancial insƟtuƟon or other lender, ac o m m i t m e nt to lend to Buyer a sum equal to at least % of the Purchase Price, on terms acceptable to Buyer. Such loan (" New Loan") shall be secured by a ﬁr s td e e d o ft r u s to r m o r t g a g eo nt he Property. If thi s Agreement provides for Seller to carry back junior ﬁnancing, then Seller shall have the right to approve the terms of the New Loan.S e l l er shall have 7 days from receipt of the commitment seƫng forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If Selle r fails to noƟfy Escrow Holder, in wriƟng, of the disapproval within said 7d a ys it shall be conclusively presumed that Seller has approved the terms of the New Loan.

5.2 If Buyer shall fail to no Ɵfy its Broker, Escrow Holder and Seller, in wriƟng within days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan conƟngency.

5.3 If Buye r shall noƟfy its Broker, Escrow Holder and Seller, in wriƟng, within the Ɵme speciﬁed in paragraph 5.2 hereof, that Buyer has not obtained said New Loan, this Agreement shall be terminated, and Buyer shall be enƟtled to the prompt return of the Deposit, plus any interest earned thereon, less only Escrow Holder and Title Company cancellaƟon fees and costs, which Buyer shall pay.

6. Seller Financing. (Purchase Money Note). (Strike if not applicable)

6.1 If Seller approves Buyer's ﬁnancials (see paragraph 6.5) the Purchase Money Note shall provide for interest on unpaid principal at the rate of % per annum, with principal and interest paid as follows: . The Purchase Money Note and Purchase Money Deed of Trust shall be on the current forms commonly used by Escrow Holder, and be junior and subordinate only to the ExisƟng Note(s) and/or the New Loan expressly called for by this Agreement.

6.2 The Purchase Money Note and/o r the Purchase Money Deed of Trust shall contain provisions regarding the following (see also paragraph 10.3 (b)):
(a) Prepayment.P r i n c i p a l m a y b e p r e p a id in whole or in part at any Ɵme without penalty, at the opƟon of the Buyer. (b) Late Charge. A late charge of 6% shall be payable wit h respect to any payment of principal, interest, or other charges, not made within 10 days aŌer it is due.
(c) Due On Sale.I n the event the Buyer sells or transfers Ɵtle to the Property or any porƟon thereof, then the Seller may, at Seller's opƟon, require the enƟre unpaid balance of said Note to be paid in full.

6.3 If the Purchase Money Dee d of Trust is to be subordinate to other ﬁnancing, Escrow Holder shall, at Buyer's expense prepare and record on Seller's behalf a request for noƟce of default and/or sale with regard to each mortgage or deed of trust to which it will be subordinate.

6.4 WARNING: CALIFORNIA LAW DOES NOT ALLOW DEFICIENCY JUDGEMENTS ON SELLER FINANCING. I F BUYER ULTIMATELY DEFAULTS ON THE LOAN, SELLER'S SOLE REMEDY IS TO FORECLOSE ON THE PROPERTY.

6.5 Seller's obligaƟon to provide ﬁnancing is conƟngent upon Seller's reasonable approval of Buyer's ﬁnancial condiƟon.B u y er to provide a current ﬁnancial statement and copies of its Federal tax returns for the last 3y e a rs to Seller within 10 days following the Date of Agreement.S e l l er has 10 days following receipt of such documentaƟon to saƟsfy itself with regard to Buyer's ﬁnancial condiƟon and to noƟfy Escrow Holder as to whether or not Buyer's ﬁnancial condiƟon is acceptable. If Selle r fails to noƟfy Escrow Holder, in wriƟng, of the disapproval of this conƟngency within said Ɵme period, it shall be conclusively presumed that Seller has approved Buyer's ﬁnancial condiƟon.I fS e l l er is not saƟsﬁed with Buyer's ﬁnancial condiƟon or if Buyer fails to deliver the required documentaƟon then Seller may noƟfy Escrow Holder in wriƟng that Seller Financing will not be available, and Buyer shall have the opƟon, within 10 days of the receipt of such noƟce, to either terminate this transacƟon or to purchase the Property without Seller ﬁnancing.I f B u y er fails to noƟfy Escrow Holder within said Ɵme period of its elecƟon to terminate this transacƟon then Buyer shall be conclusively presumed to have elected to purchase the Property withou t Seller ﬁnancing.I f B u y er elects to terminate, Buyer's Deposit shall be refunded less Title Company and Escrow Holder cancellaƟon fees and costs, all of which shall be Buyer's obligaƟon. 867
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7. Real Estate Brokers.

7.1 Eac h Party acknowledges receiving aD i s c l o s u r eR e g a r d i ng Real Estate Agency RelaƟonship, conﬁrms and consents to the following agency relaƟonships in this transacƟon with the following real estate broker(s) ("Brokers") and/or their agents (“Agent(s)”):

Seller's Brokerage Firm License No. is the broker of (check one): the Seller; or both the Buyer and Seller (dual agent).

Seller's Agent License No. is (check one): the Seller's Agent (s alesperson or broker associate); or both the Seller's Agent and the Buyer's Agent (dual agent).

Buyer's Brokerage Firm CBRE, Inc. License No. 00409987 is the broker of (check one): the Buyer; or both the Buyer and Selle r (dual agent).

Buyer's Agent Brian Hutcherson License No. 02075144 is (check one): the Buyer's Agent (salesperson or broker associate); or both the Buyer's Agent and the Seller's Agent (dual agent).

The ParƟes acknowledge that other than the Brokers and Agents listed above, there are no other brokers or agents represenƟng the ParƟes or due any fees and/or commissions under this Agreement. Buye r shall use the service s of Buyer's Broker exclusively in connecƟon with any and all negoƟaƟons and oﬀers with respect to the Property for ap e r i od of 1 year from the date inserte d for reference purposes at the top of page 1.

7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, ﬁrm, broker, agent or ﬁnder in connecƟon with the negoƟaƟon of this Agreement and/or the consummaƟon of the purchase and sale contemplated herein, other than the Brokers and Agents named in paragraph 7.1, and no broker, agent or other person, ﬁrm or enƟty, other than said Brokers and Agents is/are enƟtled to any commission or ﬁnder's fee in connecƟon with this transacƟon as the result of any dealings or acts of such Party. Buye r and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensaƟon, commission or charges which may be claimed by any broker, agent, ﬁnder or other similar party, other than said named Brokers and Agents by reason of any dealings or act of the indemnifyingP a r t y .

8. Escrow and Closing.

8.1 Upo n acceptance hereof by Seller, this Agreement, including any counteroﬀers incorporated herein by the ParƟes, shall consƟtute not only the agreement of purchase and sale between Buyer and Seller, but also instrucƟons to Escrow Holder for the consummaƟon of the Agreement through the Escrow. Escro w Holder shall not prepare any further escrow instrucƟons restaƟng or amending the Agreement unless speciﬁcally so instructed by the ParƟes or aB r o k er herein. Subjec t to the reasonable approval of the ParƟes, Escrow Holder may, however, include its standard general escrow provisions. I n the event that there is any conﬂict between the provisions of the Agreement and the provisions of any addiƟonal escrow instrucƟons the provisions of the Agreement shall prevail as to the ParƟes and the Escrow Holder .

8.2 As soon as pracƟcal aŌer the receipt of this Agreement and any relevant counteroﬀers, Escrow Holder shall ascertain the Date of Agreement as deﬁned in paragraphs 1.2 and 20.2 and advise the ParƟes and Brokers, in wriƟng, of the date ascertained.

8.3 Escro w Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and pracƟce of the community in which Escrow Holder is located, including any reporƟng requirements of the Internal Revenue Code. I n the event of a conﬂict between the law of t h es t a t ew h e r et h eP r o p e r t yis located and the law of the state where the Escrow Holder is located, the law o ft h es t a t ew h e r et h eP r o p e r t yis located shall prevail.

8.4 Subject to saƟsfacƟon of the conƟngencies herein described, Escrow Holder shall close this escrow (the "Closing") by recording a general warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement.

8.5 Buyer and Seller shall each pay onehalf of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Selle r shall pay the premium fo r a standard coverage owner's or joint protecƟon policy of Ɵtle insurance. (See als o paragraph 11.)

8.6 Escrow Holder shall verify that all of Buyer's conƟngencies have been saƟsﬁed or waived prior to Closing. The ma Ʃers contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, maƩers of agreement between the ParƟes only and are not instrucƟons to Escrow Holder.

8.7 If this transacƟon is terminated for nonsaƟsfacƟon and nonwaiver of a Buyer's ConƟngency, as deﬁned in Paragraph 9.2 or disapproval of any othe r maƩer subject to Buyer's approval, then neither of the ParƟes shall thereaŌer have any liability to the other under this Agreement, except to the extent of a breach of any aﬃrmaƟve covenant or warranty in this Agreement. I n the event of such terminaƟon, Buyer shall, subject to the provisions of paragraph 8.10, be promptly refunded all funds deposited by Buyer with Escrow Holder, less only the $100 provided for in paragraph 4.4 and the Title Company and Escrow Holder cancellaƟon fees and costs, all of which shall be Buyer's obligaƟon. If thi s transacƟon is terminated as ar e s u lt of Seller's breach of this Agreement then Seller shall pay the Title Company and Escrow Holder cancellaƟon fees and costs.

8.8 The Closin g shall occur on the Expected Closing Date, or as soon thereaŌer as the Escrow is in condiƟon for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instrucƟons of the ParƟes, aP a r t yn ot then in default under this Agreement may noƟfy the other Party, Escrow Holder, and Brokers, in wriƟng that, unless the Closing occurs within 5b u s i n e ss days following said noƟce, the Escrow shall be deemed terminated without further noƟce or instrucƟons.

8.9 Except as otherwise provided herein, the terminaƟon of Escrow shall not relieve or release either Party from any obligaƟon to pay Escrow Holder's fees and costs or consƟtute a waiver, release or discharge of any breach or default that has occurred in thep e r f o r m a n c e o ft h e o b l i g aƟons, agreements, covenants or warranƟes contained therein.

8.10 If this Escrow is terminated for any reason other than Seller's breach or default, then as ac o n d iƟon to the return of Buyer's deposit, Buyer shall within 5 days aŌer wriƩen request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property.

9. ConƟngencies to Closing.

9.1 IF, BEFORE EXPIRATION OF THE APPLICABLE TIME, BUYER FAILS TO PROVIDE ESCROW HOLDER WRITTEN NOTICE OF BUYER'S DISAPPROVAL OF ANY OF

BUYER'S CONTINGENCIES OR ANY OTHER MATTER THAT IS SUBJECT TO BUYER'S APPROVAL IN THIS AGREEMENT , THEN BUYER SHALL BE CONCLUSIVELY DEEMED TO HAVE SATISFIED SUCH BUYER'S CONTINGENCIES AND/OR APPROVED OF SUCH OTHER MATTERS.I fa n u m b er of days is completed in any of the opƟonal spaces in subparagraphs 9.1 (a) through (m), then such number shall apply and override the preprinted number, even if the preprinted number is not stricken. The Closin g of this transacƟon is conƟngent upon the saƟsfacƟon or waiver of the following conƟngencies:
(a) Disclosure.S e l l er shall make to Buyer, through Escrow, all of the applicable disclosure s required by law (See AIR CRE ("AIR") standard form enƟtled "Seller's Mandatory Disclosure Statement") and provide Buyer with ac o m p l e t ed Property InformaƟon Sheet ("Property InformaƟon Sheet") concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 or 45 days following the Date of 868
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Agreement. Buye r has 10 days from the receipt of said disclosures to approve or disapprove the maƩers disclosed. (b) Physical InspecƟon. Buyer has 10 or 45 days following the receipt of the Property Informa Ɵon Sheet or the Date of Agreement, whichever is later, to saƟsfy itself with regard to the physical aspects and size of the Property. (c) Hazardous Substance CondiƟons Report. Buyer has 30 or 45 days following the receipt of the Property Informa Ɵon Sheet or the Date of Agreement, whichever is later, to saƟsfy itself with regard to the environmental aspects of the Property. Selle r recommends that Buyer obtain a Hazardous Substance CondiƟons Report concerning the Property and relevant adjoining properƟes. Any suc h report shall be paid for by Buyer. A " Hazardous Substance"f or purposes of this Agreement is deﬁned as any substance whose nature and/or quanƟty of existence, use, manufacture, disposal or eﬀect, render it subject to Federal, state or local regulaƟon, invesƟgaƟon, remediaƟon or removal as potenƟally injurious to public health or welfare. A " Hazardous Substance CondiƟon"f or purposes of this Agreement is deﬁned as the existence on, under or relevantly adjacent to the Property of a Hazard ous Substance that would require remediaƟon and/or removal under applicable Federal, state or local law.
(d) Soil InspecƟon. Buyer has 30 or 45 days following the receipt of the Property Informa Ɵon Sheet or the Date of Agreement, whichever i s later, to saƟsfy itself with regard to the condiƟon of the soils on the Property. Selle r recommends that Buyer obtain as o i lt e st report. Any suc h report shall be paid for by Buyer. Selle r shall provide Buyer copies of any soils report that Seller may have within 10 days following the Date of Agreement. (e) Governmental Approvals. Buyer has 30 or 45 days following the Date of Agreement to sa Ɵsfy itself with regard to approvals and permits from governmental agencies or departments which have or may have jurisdicƟon over the Property and which Buyer deems necessary or desirable in connecƟon with its intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety, ﬁre, police, handicapped and Americans with DisabiliƟes Act requirements, transportaƟon and environmental maƩers.

NOTE: Past uses of the Property may n o longer be allowed. I n the event that the Property must be rezoned, it is Buyer's responsibility to obtain the rezoning from the appropriate government agencies. Selle r shall sign all documents Buyer is required to ﬁle in connecƟon with rezoning, condiƟonal use permits and/or other development approvals.
(f) CondiƟons of Title.E s c r ow Holder shall cause a current commitment for Ɵtle insurance ("Title Commitment") concerning the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment ("Underlying Documents"), and as c a l ed and dimensioned plot showing the locaƟon of any easements to be delivered to Buyer within 10 or 45 days following the Date of Agreement. Buyer has 10 days from the receipt of the Title Commitment, the Underlying Documents and the plot plan to saƟsfy itself with regard to the condiƟon of Ɵtle. The disapproval by Buye r of any monetary encumbrance, which by the terms of this Agreement is not to remain against the Property aŌer the Closing, shall not be considered af a i l u r e o ft h is conƟngency, as Seller shall have the obliga Ɵon, at Seller's expense, to saƟsfy and remove such disapproved monetary encumbrance at or before the Closing. (g) Survey.B u y e r h a s30 or 45 days following the receipt of the Title Commitment and Underlying Documents to sa Ɵsfy itself with regard to any ALTA Ɵtle supplement based upon a survey prepared to American Land Title AssociaƟon ("ALTA") standards for an owner's policy by a licensed surveyor, showing the legal descripƟon and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any suc h survey shall be prepared at Buyer's direcƟon and expense. If Buye r has obtained as u r v e ya nd approved the ALTA Ɵtle supplement, Buyer may elect within the period allowed for Buyer's approval of a survey t o have an ALTA extended coverage owner's form of Ɵtle policy, in which event Buyer shall pay any addi Ɵonal premium aƩributable thereto. (h) ExisƟng Leases and Tenancy Statements. Seller shall within 10 or days following the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases, subleases or rental arrangements (collecƟvely, "ExisƟngL e a s e s") aﬀecƟng the Property, and with a tenancy statement ("Estoppel CerƟﬁcate") in the latest form or equivalent to that published by the AIR, executed by Seller and/or each tenant and subtenant of the Property. Selle r shall use its best eﬀorts to have each tenant complete and execute an Estoppel CerƟﬁcate. If any tena ntf a i ls or refuses to provide an Estoppel CerƟﬁcate then Seller shall complete and execute an Estoppel CerƟﬁcate for that tenancy. Buye r has 10 days from the receipt of said ExisƟng Leases and Estoppel CerƟﬁcates to saƟsfy itself with regard to the ExisƟng Leases and any other tenancy issues. (i) Owner's AssociaƟon. Seller shall within 10 or days following the Date of Ag reement provide Buyer with a statement and transfer package from any owner's associaƟon servicing the Property. Suc h transfer package shall at a minimum include: copies of the associaƟon's bylaws, arƟcles of incorporaƟon, current budget and ﬁnancial statement. Buye r has 10 days from the receipt of such documents to saƟsfy itself with regard to the associaƟon. (j) Other Agreements. Seller shall within 10 or days following the Date of Agreement provide Buyer with legible copies of all other agreements ("Other Agreements") known to Seller that will aﬀect the Property aŌer Closing. Buyer ha s 10 days from the receipt of said Other Agreements to saƟsfy itself with regard to such Agreements.
(k) Financing. If paragrap h 5 hereof dealing with a ﬁnancing conƟngency has not been stricken, the saƟsfacƟon or waiver of such New Loan conƟngency. (l) ExisƟng Notes. If paragraph 3.1(c) has not been stricken, Seller shall within 10 or days following the Date of Agreement provide Buyer with legible copies of the ExisƟng Notes, ExisƟng Deeds of Trust and related agreements (collecƟvely, "Loan Documents") to which the Property will remain subject aŌer the Closing.E s c r ow Holder shall promptly request from the holders of the ExisƟng Notes ab e n eﬁciary statement ("Beneﬁciary Statement") conﬁrming:( 1 )t h e amount of the unpaid principal balance, the current interest rate, and t h ed a t eto which interest is paid, and (2) the nature and amount of any impounds held by the beneﬁciary in connecƟon with such loan. Buyer has 10 or days following the receipt of the Loan Documents and Bene ﬁciary Statements to saƟsfy itself with regard to such ﬁnancing.B u y e r 's obligaƟon to close is condiƟoned upon Buyer being able to purchase the Property without acceleraƟon or change in the terms of any ExisƟng Notes or charges to Buyer except as otherwise provided in this Agreement or approved by Buyer, provided, however, Buyer shall pay the transfer fee referred to in paragraph 3.2 hereof. Likewise if Seller is to carry back a Purchase Money Note then Seller shall within 10 or days following the Date of Agreement provide Buyer with a copy of the proposed Purchase Money Note and Purchase Money Deed of Trust. Buyer has 10 or days from the receipt of such documents to saƟsfy itself with regard to the form and content thereof. (m) Personal Property. In the event that any personal property is included in the Purchase Price, Buyer has 10 or days following the Date o f Agreement to saƟsfy itself with regard to the Ɵtle condiƟon of such personal property. Selle r recommends that Buyer obtain aU CC1r e p o rt.A n y s u ch report shall be paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances a ﬀecƟng such personal property that it is aware of within 10 or days following the Date of Agreemen t.
(n) DestrucƟon, Damage or Loss. Subsequen t to the Date of Agreement and prior to Closing there shall not have occurred ad e s t r u cƟon of, or damage or loss to, the Property or any porƟon thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cos t of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buye r shall have the opƟon, within 10 days aŌer receipt of wriƩen noƟce of a loss cosƟng more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property notwithstanding such loss, but without deducƟon or oﬀset against the Purchase Price. If the cos t to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be enƟtled to any insurance proceeds applicable to such loss. Unles s otherwise noƟﬁed in wriƟng, Escrow Holder shall assume no such destrucƟon, damage or loss has occurred prior 869
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to Closing.
(o) Material Change.B u y er shall have 10 days following receipt of wriƩen noƟce of a Material Change within which to saƟsfy itself with regard to such change. " Material Change"s h a l lm e an as u b s t a nƟal adverse change in the use, occupancy, tenants, Ɵtle, or condiƟon of the Property tha t occurs aŌer the date of this oﬀer and prior to the Closing. Unles s otherwise no Ɵﬁed in wriƟng, Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (p) Seller Performance. The delivery of all document s and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement.
(q) Brokerage Fee.P a y m e nt at the Closing of such brokerage fee as is speciﬁed in this Agreement or later wriƩen instrucƟons to Escrow Holder executed by Seller and Brokers ("Brokerage Fee"). I t is agreed by the ParƟes and Escrow Holder that Brokers are a third party beneﬁciary of this Agreement insofar as the Brokerage Fee is concerned, and that no change shall be made wit h respect to the payment of the Brokerage Fee speciﬁed in this Agreement, without the wriƩen consent of Brokers.

9.2 The conƟngencies speciﬁed in subparagraphs 9.1(a) through (m) are for the beneﬁt of, and may be waived by, Buyer, and are referred to collecƟvely as "Buyer's ConƟngencies"a nd individually as a" Buyer's ConƟngency."

9.3 Buyer' s Ɵmely and wriƩen disapproval or condiƟonal approval of a Buyer' s ConƟngency or any other maƩer that is subject to Buyer's approval in this Agreement shall consƟtute disapproval thereof ("Disapproved Item(s)"). Concurren t with noƟce of a Disapproved Item, Buyer may make a request to Seller regarding such Disapproved Item ("Buyer's Request"). If Buye r fails to make a Ɵmely and wriƩen Buyer's Request, then this Agreement shall terminate due to the nonsaƟsfacƟon and nonwaiver of a conƟngency. Selle r may respond to aB u y e r 's Request within 10 days following Seller's receipt thereof ("Seller's Response").

Seller's acceptance of a Buyer' s Request shall amend this Agreement accordingly. If Selle r fails to provide a Ɵmely and wriƩen Seller's Response, then Seller's Response shall be deemed to be a rejecƟon of Buyer's Request. Buye r may, within 10 days following the earlier of Buyer's receipt of a Seller's Response (which is not an acceptance of Buyer's Request) or the date of Seller' s deemed rejecƟon of a Buyer's Request ("Buyer's Reply Period"), reply to a Seller's Response ("Buyer's Reply") and elect to (i) terminate this Agreement due to the nonsaƟsfacƟon and nonwaiver of thea p p l i c a b l ec o nƟngency, (ii) accept the Seller's Response in which event this Agreement shall be amended accordingly, or (iii) withdraw Buyer's Request and waive the Disapproved Item in which event Buyer shall accept the Property subject to the Disapproved Item. If Buye r fails to provide a Ɵmely and wriƩen Buyer's Reply, then Buyer shall be deemed to have elected to terminate this Agreement as of the end of the Buyer's Reply Period. The date Buye r accepts aS e l l e r 's Response or withdraws aB u y e r 's Request and waives aD i s a p p r o v ed Item shall be the date of Buyer's approval of the Disapproved Item. A Party shall provide t o Escrow Holder copy of all noƟces of a Disapproved Item, Buyer's Request, Seller's Response and Buyer's Reply and Escrow Holder shall promptly provide copies thereof to the other Party. Unles s theP a rƟes in wriƟng agree otherwise, if the Expected Closing Date is as p e c iﬁc calendar date and aB u y e r 's Reply Period expires aŌer such speciﬁcc a l e n d ar date, then notwithstanding paragraph 1.1, the Expected Closing Date shall be extended to be 3 business days aŌer the earlier of the date Buyer withdraws aB u y e r 's Request and waives the applicable Disapproved Item or Buyer accepts the applicable Seller's Response.

9.4 The ParƟes acknowledge that extensive local, state and Federal legislaƟon establish broad liability upon owners and/or users of real property fo r the invesƟgaƟon and remediaƟon of Hazardous Substances. The determina Ɵon of the existence of a Hazardous Substance CondiƟon and the evaluaƟon of the impact of such ac o n d iƟon are highly technical and beyond the experƟse of Brokers. The Par Ɵes acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardou s Substances on the Property or adjoining properƟes, and Buyer and Seller are not relying upon any invesƟgaƟon by or statement of Brokers with respect thereto. The Par Ɵes hereby assume all responsibility fo r the impact of such Hazardous Substances upon their respecƟve interests herein.

10. Documents Required at or Before Closing.

10.1 Five day s prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the ParƟes.

10.2 Seller shall deliver to Escrow Holder in Ɵme for delivery to Buyer at the Closing:
(a) Gran t or general warranty deed, duly executed and in recordable form, conveying fee Ɵtle to the Property to Buyer . (b) If applicable , the Beneﬁciary Statements concerning ExisƟng Note(s). (c) If applicable , the ExisƟng Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer . The assignment of ExisƟng Leases shall be on the most recent Assignment and AssumpƟon of Lessor's Interest in Lease form published by the AIR or its equivalent. (d) A n aﬃdavit executed by Seller to the eﬀect that Seller is not a" f o r e i gn person" within the meaning of Internal Revenue Code Sec Ɵon 1445 or successor statutes. If Selle r does not provide such aﬃdavit in form reasonably saƟsfactory to Buyer at least 3b u s i n e ss days prior to the Closing , Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal la w with respect to purchases from foreign sellers.
(e) If the Property i s located in California, an aﬃdavit executed by Seller to the eﬀect that Seller is not a ''nonresident" within the meaning of California Revenue and Tax Code SecƟon 18662 or successor statutes. If Selle r does not provide such aﬃdavit in form reasonably saƟsfactory to Buyer at least 3b u s i n e ss days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute. (f) If applicable , a bill of sale, duly executed, conveying Ɵtle to any included personal property to Buyer . (g) If the Selle r is ac o r p o r aƟon, ad u l y e x e c u t ed corporate resoluƟon authorizing the execuƟon of this Agreement and the sale of the Property.

10.3 Buye r shall deliver to Seller through Escrow:
(a) The cas h porƟon of the Purchase Price and such addiƟonal sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder in immediately collectable funds, no later than 2:00 P. M . on the business day prior to the Expected Closing Date provided, however, that Buyer shall not be required to deposit such monies into Escrow if at the Ɵme set for the deposit of such monies Seller is in default or has indicated that it will not perform any of its obligaƟons hereunder . Instead, in such circumstances in order to reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available. (b) If a Purchase Money Note an d Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form, together with evidence of ﬁre insurance on the improvements in the amount of the full replacement cost naming Seller as am o r t g a g el o ss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of noƟce of the status of payment of real property taxes during the life of the Purchase Money Note.
(c) The Assignmen t and AssumpƟon of Lessor's Interest in Lease form speciﬁed in paragraph 10.2(c) above, duly executed by Buyer . (d) Assump Ɵons duly executed by Buyer of the obligaƟons of Seller that accrue aŌer Closing under any Other Agreements. (e) If applicable , aw r iƩen assumpƟon duly executed by Buyer of the loan documents with respect to ExisƟng Notes. (f) If the Buye r is ac o r p o r aƟon, ad u l ye x e c u t ed corporate resoluƟon authorizing the execuƟon of this Agreement and the purchase of the Property.

10.4 At Closing, Escrow Holder shall cause to be issued to Buyer as t a n d a rd coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner's form policy of Ɵtle insurance eﬀecƟve as of the Closing, issued by the Title Company i n the full amount o ft h eP u r c h a s eP r i c e, insuring Ɵtle to the Property vested in Buyer, subject only to 870
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the excepƟons approved by Buyer . In the event there is aP u r c h a s eM o n e y D e ed of Trust in this transacƟon, the policy of Ɵtle insurance shall be a join t protecƟon policy insuring both Buyer and Seller .

IMPORTANT: IN AP U R C H A S EOR EXCHANGE OF REAL PROPERTY , IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFEC T YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. AN EW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.

11. ProraƟons and Adjustments.

11.1 Taxes. Applicable real property taxe s and special assessment bonds shall be prorated through Escrow as of the date of the Closing , based upon the latest tax bill available. The Par Ɵes agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levie d by reason of events occurring prior to the Closing. Paymen t of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill.

11.2 Insurance. WARNING:A n yi n s u r a n c ew h i ch Seller may have maintained will terminate on the Closing. Buye r is advised to obtain appropriate insurance to cover the Property.

11.3 Rentals, Interest and Expenses.S c h e d u l ed rentals, interest on ExisƟng Notes, uƟliƟes, and operaƟng expenses shall be prorated as of the date of Closing.

The ParƟes agree to promptly adjust between themselves outside of Escrow any rents received aŌer the Closing.

11.4 Security Deposit.S e c u r i t yD e p o s i ts held by Seller shall be given to Buyer as ac r e d it to the cash required of Buyer at the Closing.

11.5 Post Closing MaƩers.A n y i t e m to be prorated that is not determined or determinable at the Closing shall be promptly adjuste d by the ParƟes by appropriate cash payment outside of the Escrow when the amount due is determined.

11.6 VariaƟons in ExisƟng Note Balances.I n the event that Buyer is purchasing the Property subject to an ExisƟng Deed of Trust(s), and in the event that a Beneﬁciary Statement as to the applicable ExisƟng Note(s) discloses that the unpaid principal balance of such ExisƟng Note(s) at the closing will be more or less than the amount set forth in paragraph 3.1(c) hereof ("ExisƟng Note VariaƟon"), then the Purchase Money Note(s) shall be reduced or increased by an amount equal to such ExisƟng Note VariaƟon. If there i s to be no Purchase Money Note, the cash required at the Closing per paragraph 3.1(a) shall be reduced or increased by the amount of such ExisƟng Note VariaƟon.

11.7 VariaƟons in New Loan Balance.I n the event Buyer is obtaining aN ew Loan and the amount ulƟmately obtained exceeds the amount set forth in paragraph 5.1, then the amount of the Purchase Money Note , if any, shall be reduced by the amount of such excess.

11.8 Owner's AssociaƟon Fees.E s c r ow Holder shall: (i) bring Seller's account with the associaƟon current and pay any delinquencies or transfer fees from Seller's proceeds, and (ii) pay any up front fees required by the associaƟon from Buyer's funds.

12. RepresentaƟons and WarranƟes of Seller and Disclaimers.

12.1 Seller' s warranƟes and representaƟons shall survive the Closing and delivery of the deed for ap e r i od of 3 years, and any lawsuit or acƟon based upon them must be commenced within such Ɵme period. Seller' s warranƟes and representaƟons are true, material and relied upon by Buyer and Brokers in all respects. Selle r hereby makes the following warranƟes and representaƟons to Buyer and Brokers:
(a) Authority of Seller.S e l l er is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller's obligaƟons hereunder. (b) Maintenance During Escrow and Equipment CondiƟon At Closing.E x c e pt as otherwise provided in paragraph 9.1(n) hereof, Seller shall maintain the Property unƟlt h eC l o s i ng in its present condiƟon, ordinary wear and tear excepted. (c) Hazardous Substances/Storage Tanks.S e l l er has no knowledge, except as otherwise disclosed to Buyer in wriƟng, of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence o r prior existence of any above or below ground storage tank. (d) Compliance.E x c e pt as otherwise disclosed in wriƟng, Seller has no knowledge of any aspec t or condiƟon of the Property which violates applicable laws, rules, regulaƟons, codes or covenants, condiƟons or restricƟons, or of improvements or alteraƟons made to the Property without ap e r m it where one was required, or of any unfulﬁlled order or direcƟve of any applicable governmental agency or casualty insurance company requiring any invesƟgaƟon, remediaƟon, repair, maintenance or improvement be performed on the Property. (e) Changes in Agreements.P r i or to the Closing, Seller will not violate or modify any ExisƟng Lease or Other Agreement, or create any new leases or other agreements aﬀecƟng the Property, without Buyer's wriƩen approval, which approval will not be unreasonably withheld. (f) Possessory Rights. Selle r has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as disclosed by this Agreement or otherwise in wriƟng to Buyer .
(g) Mechanics' Liens.T h e r e a r e no unsaƟsﬁed mechanics' or materialmens' lien rights concerning the Property. (h) AcƟons, Suits or Proceedings.S e l l er has no knowledge of any acƟons, suits or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator, court or tribunal that would aﬀect the Property or the right to occupy or uƟlize same. (i) NoƟce of Changes.S e l l er will promptly noƟfy Buyer and Brokers in wriƟng of any Material C hange (see paragraph 9.1(o)) aﬀecƟng the Property that becomes known to Seller prior to the Closing.
(j) No Tenant Bankruptcy Proceedings.S e l l er has no noƟce or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding.
(k) No Seller Bankruptcy Proceedings. Selle r is not the subject of a bankruptcy, insolvency or probate proceeding. (l) Personal Property.S e l l er has no knowledge that anyone will, at the Closing, have any right to possession of any personal property include d in the Purchase Price nor knowledge of any liens or encumbrances aﬀecƟng such personal property, except as disclosed by this Agreement or otherwise i n wriƟng to Buyer .

12.2 Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its exisƟng condiƟon and will, by the Ɵme called for herein, make or have waived all inspecƟons of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property. The Par Ɵes acknowledge that, except as otherwise stated in this Agreement, no representaƟons, inducements, promises, agreements, assurances, oral or wriƩen, concerning the Property, or any aspect of the occupaƟonal safety and health laws, Hazardous Substance laws, or any other act, ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto.

12.3 I n the event that Buyer learns that aS e l l er representaƟon or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an acƟon or proceeding against Seller or Brokers regarding said representaƟon or warranty.

12.4 Any environmental reports, soils reports, surveys, feasibility studies, and other similar documents which were prepared by third party consultants and provided to Buyer by Seller or Seller's representaƟves, have been delivered as an accommodaƟon to Buyer and without any representaƟon or warranty as to the suﬃciency, accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its own risk. Selle r believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and invesƟgate the Property. 871
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13. Possession.

Possession of the Property shall be give n to Buyer at the Closing subject to the rights of tenants under ExisƟng Leases.

14. Buyer's Entry.

At any Ɵme during the Escrow period, Buyer, and its agents and representaƟves, shall have the righ t at reasonable Ɵmes and subject to rights of tenants, to enter upon the Property for the purpose of making inspecƟons and tests speciﬁed in this Agreement. N o destrucƟve tesƟng shall be conducted, however, without Seller's prior approval which shall not be unreasonably withheld. Followin g any such entry or work, unless otherwise directed in wriƟng by Seller, Buyer shall return the Property to the condiƟon it was in prior to such entry or work, including the recompacƟon or removal of any disrupted soil or material as Seller may reasonably direct. All suc h inspecƟons and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, liabiliƟes, losses, expenses (including reasonable aƩorneys' fees), damages, including those for injury to person or property, arising out of or relaƟng to any such work or materials or the acts or omissions of Buyer, its agents or employees in connecƟon therewith.

15. Further Documents and Assurances.

The ParƟes shall each, diligently and in good faith, undertake all acƟons and procedures reasonably required to place the Escrow in condiƟon for Closing as and when required by this Agreement. The Par Ɵes agree to provide all further informaƟon, and to execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company.

16. AƩorneys' Fees.

If any Party or Broker brings an acƟon or proceeding (including arbitraƟon) involving the Property whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereaŌer deﬁned) in any such proceeding, acƟon, or appeal thereon, shall be enƟtled to reasonable aƩorneys' fees and costs. Suc h fees may be awarded in the same suit or recovered in as e p a r a t es u i t, whether or not such acƟon or proceeding is pursued to decision or judgment. The term "Prevailing Party" shall include, without limitaƟon, aP a r t yor Broker who substanƟally obtains or defeats the relief sought, as the case may be, whether by compromise, seƩlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The a Ʃorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all aƩorneys' fees reasonably incurred.

17. Prior Agreements/Amendments.

17.1 Thi s Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property.

17.2 Amendments to this Agreement are eﬀecƟve only if made i n wriƟng and executed by Buyer and Seller .

18. Broker's Rights.

18.1 If thi s sale is not consummated due to the default of either the Buyer or Seller, the defaulƟng Party shall be liable t o and shall pay to Brokers the Brokerage Fee that Brokers would have received had the sale been consummated. If Buye r is the defaulƟng party, payment of said Brokerage Fee is in addiƟon to any obligaƟon with respect to liquidated or other damages.

18.2 Upon the Closing, Brokers are authorized to publicize the facts of this transacƟon.

19. NoƟces.

19.1 Wheneve r any Party, Escrow Holder or Brokers herein shall desire to give or serve any noƟce, demand, request, approval, disapproval or other communicaƟon, each such communicaƟon shall be in wriƟng and shall be delivered personally, by messenger, or by mail, postage prepaid, to the address set forth in this agreement or by facsimile transmission, electronic signature, digital signature, or email.

19.2 Service of any such communicaƟon shall be deemed made on the date of actual receip t if personally delivered, or transmiƩed by facsimile transmission, electronic signature, digital signature, or email. Any suc h communicaƟon sent by regular mail shall be deemed given 48 hours aŌer the same is mailed.

CommunicaƟons sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours aŌer delivery of the same to the Postal Service or courier. If suc h communicaƟon is received on aS a t u r d a y, Sunday or legal holiday, it shall be deemed received on the next business day.

19.3 Any Party o r Broker hereto may from Ɵme to Ɵme, by noƟce in wriƟng, designate a diﬀerent address to which, or ad iﬀerent person or addiƟonal persons to whom, all communicaƟons are thereaŌer to be made.

20. DuraƟon of Oﬀer.

20.1 If this o ﬀer is not accepted by Seller on or before 5:00 P .M. according to the Ɵme standard applicable to the city of Oxnard on the date of February 22, 2024 , it shall be deemed automa Ɵcally revoked.

20.2 The acceptance of this oﬀer, or of any subsequent counteroﬀer hereto, that creates an agreement between the ParƟes as described in paragraph 1.2, shall be deemed made upon delivery to the other Party or either Broker herein of a duly execute d wriƟng uncondiƟonally accep Ɵng the last outstanding oﬀer or counteroﬀer.

21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if iniƟaled by bothP a rƟes).

THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT , THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER

OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT , BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF . UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.

Buyer's IniƟals Seller's IniƟals

22. ARBITRATION OF DISPUTES. (This ArbitraƟon of Disputes paragraph is applicable only if ini Ɵaled by both ParƟes.)

22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETUR N OF THE DEPOSIT SHALL BE DETERMINED BY BINDING ARBITRATION ADMINISTERED BY THE JUDICIAL ARBITRATION &M E D I A T I ON SERVICES, INC. ("JAMS") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES ("COMMERCIAL RULES"). ARBITRATIO N HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. 872
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SUCH CONTROVERSY SHALL BE ARBITRATED BY A SINGLE ARBITRATOR, APPOINTED UNDER THE COMMERCIAL RULES WHO HAS HAD AT LEAST 5 YEARS OF EXPERIENCE IN THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THE ARBITRATOR SHALL HEAR AND DETERMINE SAID CONTROVERSY IN

ACCORDANCE WITH APPLICABLE LAW OF THE JURISDICTION WHERE THE PROPERTY IS LOCATED, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PREARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE ARBITRATOR SHALL RENDER AN AWARD WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, WHICH MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF AND SHALL BE ACCOMPANIED BY A REASONED OPINION. THE FAILURE OR REFUSAL OF AP ARTY TO PAY SUCH PARTY'S REQUIRED SHARE

OF THE DEPOSITS FOR ARBITRATOR COMPENSATION OR ADMINISTRATIVE CHARGES SHALL CONSTITUTE A WAIVER BY SUCH PARTY TO PRESENT EVIDENCE OR CROSSEXAMINE WITNESSES, BUT SUCH WAIVER SHALL NOT ALLOW FOR AD E F A U LT JUDGMENT AGAINST THE NONPAYING PARTY IN THE ABSENCE OF EVIDENCE AND LEGAL ARGUMENT AS THE ARBITRATOR MAY REQUIRE FOR MAKING AN AWARD. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF AP A R TY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.

22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURTO F COMPETENT JURISDICTION BY THE

BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLE R OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BA R AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.

22.3 NOTICE: BY INITIALIN G IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LA W AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALIN G IN THE SPACE BELOW YOU ARE GIVING UP YOU R JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION O F DISPUTES" PROVISION. IF YO U REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOU R AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY .

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.

Buyer's IniƟals Seller's IniƟals

23. Miscellaneous.

23.1 Binding Eﬀect.B u y er and Seller both acknowledge that they have carefully read and reviewed this Agreement and each term and provision contained herein. I n addiƟon, this Agreement shall be binding on the ParƟes without regard to whether or not paragraphs 21 and 22 are iniƟaled by both of the ParƟes.

Paragraphs 21 and 22 are each incorporated into this Agreement only if iniƟaled by both ParƟes at the Ɵme that the Agreement is executed. Signature s to this Agreement accomplished by means of electronic signature or similar technology shall be legal and binding.

23.2 Applicable Law.T h is Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the Property is located.

Any liƟgaƟon or arbitraƟon between the ParƟes hereto concerning this Agreement shall be iniƟated in the county in which the Property is located.

23.3 Time of Essence.T i m e is of the essence of this Agreement.

23.4 Counterparts.T h is Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and all of which together shall consƟtute one and the same instrument. Escro w Holder, aŌer verifying that the counterparts are idenƟcal except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then consƟtute the Agreement.

23.5 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

23.6 Conﬂict.A n y c o nﬂict between the printed provisions of this Agreement and the typewriƩen or handwriƩen provisions shall be controlled by the typewriƩen or handwriƩen provisions. Seller and Buyer must iniƟal any and all handwriƩen provisions.

23.7 1031 Exchange.B o th Seller and Buyer agree to cooperate with each other in the event that either or both wish to parƟcipate in a 1031 exchange. An y party iniƟaƟng an exchange shall bear all costs of such exchange. The coopera Ɵng Party shall not have any liability (special o r otherwise) for damages to the exchanging Party in the event that the sale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange.

23.8 Days.U n l e ss otherwise speci ﬁcally indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days.

24. Disclosures Regarding The Nature of aR e al Estate Agency RelaƟonship.

24.1 The Par Ɵes and Brokers agree that their relaƟonship(s) shall be governed by the principles set forth in the applicable secƟons of the California Civil Code , as summarized in paragraph 24.2.

24.2 When entering into a discussion with ar e a le s t a t e a g e nt regarding ar e a le s t a t e t r a n s a cƟon, aB u y er or Seller should from the outset understand what type of agency relaƟonship or representaƟon it has with the agent or agents in the transacƟon. Buye r and Seller acknowledge being advised by the Brokers in this transacƟon, as follows:
(a) Seller's Agent.A S e l l e r 's agent under al i sƟng agreement with the Seller acts as the agent for the Seller only. A Seller' s agent or subagent has the following aﬃrmaƟve obligaƟons: (1) To the Seller: A ﬁduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duƟes. b. A duty of hones t and fair dealing and good faith. c. A duty t o disclose all facts known to the agent materially aﬀecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the ParƟes. A n agent is not obligated to reveal to either Party any conﬁdenƟal informaƟon obtained from the other Party which does not involve the aﬃrmaƟve duƟes set forth above.
(b) Buyer's Agent. A sellin g agent can, with aB u y e r 's consent, agree to act as agent for the Buyer only. I n these situaƟons, the agent is not the Seller's agent, even if by agreement the agent may receive compensaƟon for services rendered, either in full or in part from the Seller. A n agent acƟng only for aB u y er has the following aﬃrmaƟve obligaƟons. (1) To the Buyer: A ﬁduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer . (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's duƟes. b. A duty of hones t and fair dealing and good faith. c. A duty t o disclose all facts known to the agent materially aﬀecƟng the value or desirability of the property tha t are not known to, or within the diligent aƩenƟon and observaƟon of, the ParƟes. A n agent is not obligated to reveal to either Party any conﬁdenƟal informaƟon obtained from the other Party which does not involve the aﬃrmaƟve duƟes set forth above.
(c) Agent RepresenƟng Both Seller and Buyer. A real estate agent , either acƟng directly or through one or more associate licensees, can legally be the 873
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agent of both the Seller and the Buyer in at r a n s a cƟon, but only with the knowledge and consent of both the Seller and the Buyer . (1) In a dual agency situaƟon, the agent has the following aﬃrmaƟve obligaƟons to both the Seller and the Buyer: a. A ﬁduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Seller or the Buyer. b. Other duƟes to the Seller and the Buyer as stated above in their respecƟve secƟons (a) or (b) of this paragraph 24.2. (2) I n represenƟng both Seller and Buyer, the agent may not, without the express permission of the respecƟve Party, disclose to the other Party conﬁdenƟal informaƟon, including, but not limited to, facts relaƟng to either Buyer's or Seller's ﬁnancial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, including Seller's willingness to accept ap r i c e l e ss than the lisƟng price or Buyer's willingness to pay a price greater than the price oﬀered. (3) The above du Ɵes of the agent in ar e a l e s t a t et r a n s a cƟon do not relieve a Seller or Buyer from the responsibility t o protect their own interests. Buye r and Seller should carefully read all agreements to assure that they adequately express their understanding of the transacƟon. A real e state agent is ap e r s on qualiﬁed to advise about real estate. If legal or tax advice is desired, consult ac o m p e t e nt professional. Buye r has the duty to exercise reasonable care to protect Buyer, including as to those facts about the Property which are known to Buyer or within Buyer's diligent aƩenƟon and observaƟon. Bot h Seller and Buyer should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change. (d) Further Disclosures. Throughou t this transacƟon Buyer and Seller may receive more than one disclosure, depending upon the number of agents assisƟng in the transacƟon. Buye r and Seller should each read its contents each Ɵme it is presented, considering the relaƟonship between them and the real estate agent in this transacƟon and that disclosure. Buye r and Seller each acknowledge receipt of a disclosure of the possibility of mul Ɵple representaƟon by the Broker represenƟng that principal. Thi s disclosure may be part of a lisƟng agreement, buyer representaƟon agreement or separate document. Buye r understands that Broker represenƟng Buyer may also represent other potenƟal buyers, who may consider, make oﬀers on or ulƟmately acquire the Property. Selle r understands that Broker represenƟng Seller may also represent other sellers with compeƟng properƟes that may be of interest to this Buyer . Brokers have no responsibility with respect to any default or breach hereof by either Party. The Par Ɵes agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relaƟng to this transacƟon may be brought against Broker more than one year aŌer the Date of Agreement and that the liability (including court costs and aƩorneys' fees), of any Broker with respect to any breach of duty, error or omission relaƟng to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing limitaƟon on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker .

24.3 ConﬁdenƟal InformaƟon.B u y er and Seller agree to idenƟfy to Brokers as "ConﬁdenƟal" any communicaƟon or informaƟon given Brokers that is considered by such Party to be conﬁdenƟal.

25. ConstrucƟon of Agreement. In construing this Agreement, all headings and Ɵtles are for the convenience of the Par Ɵes only and shall not be considered ap a rt of this Agreement. Wheneve r required by the context, the singular s h a l li n c l u d et h ep l u r a la nd vice versa. Thi s Agreement shall not be construed as if prepared by one of the ParƟes, but rather according to its fair meaning as aw h o l e, as if both ParƟes had prepared it.

26. AddiƟonal Provisions.

AddiƟonal provisions of this o ﬀer, if any, are as follows or are aƩached hereto by an addendum or addenda consis Ɵng of paragraphs A through . (If there are no addi Ɵonal provisions write "NONE".) A. City of Oxnard and Oxnard City Council approval of Agreement within forty-five (45) days from opening of escrow
AT TENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY , LEGAL EFFECT , OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGA L AND TAX CONSEQUENCES OF THIS AGREEMENT.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY , THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.

WARNING: IF THE PROPERTY IS LOCATED IN AS T A T EO T H ER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS O F THE STATE IN WHICH THE PROPERTY IS LOCATED.

NOTE:

1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY.

2. IF EITHER PARTY IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS.

The undersigned Buyer oﬀers and agrees to buy the Property on the terms and condiƟons stated and acknowledges receipt of a copy hereof.

BROKER
CBRE, Inc.

AƩn: Brian Hutcherson
Title: Western Regional Manager / Senior Vice
President
Address: 4301 La Jolla Village Drive, Suite
3000, San Diego, CA 92122
Phone: 858-546-2639
Fax:

Date:

BUYER
City of Oxnard, a municipal corporation
By:

Name Printed: Alexander Nguyen
Title: City Manager
Phone:

Fax:

Email:

By:
874
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Email: [email protected]
Federal ID No.: 95-2743174
Broker DRE License #: 00409987
Agent DRE License #: 02075144
Name Printed:

Title:

Phone:

Fax:

Email:

Address:
300 West Third Street, 4th Floor,
Oxnard, CA 93030
Federal ID No.:

27. Acceptance.

27.1 Selle r accepts the foregoing oﬀer to purchase the Property and hereby agrees to sell the Property t o Buyer on the terms and condiƟons therein speciﬁed.

27.2 In consideraƟon of real estate brokerage service rendered by Brokers, Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to 3 % of the Purchase Price to be divided between the Brokers as follows: Seller's Broker % and Buyer's Broker %. This Agreement shall serve as an irrevocable instrucƟon to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing.

27.3 Selle r acknowledges receipt of a copy hereof an d authorizes Brokers to deliver as i g n ed copy to Buyer .

NOTE: AP R O P E R TY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYE R BY SELLER UNDER THIS AGREEMENT.

BROKER
AƩn:

Title:

Address:

Phone:

Fax:

Email:

Federal ID No.:

Broker DRE License #:

Agent's DRE License #:

Date:

SELLE
R
Alice C Flores Trust
By:

Name Printed: Dr. Harmony Crutcher
Title: Trustee
Phone:

Fax:

Email:

By:

Name Printed:

Title:

Phone:

Fax:

Email:

Address:

Federal ID No.:

AI
R CRE * h Ʃps://www.aircre.com *2 1 36878777 * contracts@aircre .com NOTICE: No part of these works may be reproduced in any form without permission in wriƟng. 875
Acquisition of Real Property designated
as Assessor Parcel Number 201-0-213-
150 located on Meta Street in Downtown
Oxnard
Emilio Ramirez, Director
Housing Department
City Council
March 19, 2024
876
Acquisition Site 2
877
Purpose 3

1. The Community Development Block Grant program within the Housing Department has excess surplus funds in the amount of $3,035,397.42.

2. The Oxnard City Council authorized staff to negotiate the acquisition of real property located on Meta Street between 5th and 6th Street in Downtown for future development of affordable housing.

3. The Property is owned by the Alice C Flores Trust and consists of an approximately 1,401 square foot vacant parcel of land.

4. Staff proposes to purchase the Property from the Seller for the appraised value of $90,000 plus transaction fees of $18,000 using CDBG funds.

5. Upon the acquisition of the Property staff proposes to assemble it with two adjacent unimproved properties fronting Meta Street that are currently owned by the Housing Authority of the City of Oxnard for future development of affordable housing.
878
Recommendation 4

Oxnard City CouncilMarch 19, 2024

Oxnard City Council
March 19, 2024