City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-01697 10/15/2024 Consent Item 23.
Purchase & Sale Agreement: Acquisition of Property from Marcos Galardo and Suzanna Galardo at 324 Bannon Street (Z14190100)
File ID: 2024-01697
Location: 324 Bannon Street, District 4, Represented by Mayor Steinberg Recommendation: Pass a Motion: 1) authorizing the City Manager or the City Manager’s designee to execute the attached Purchase and Sale Agreement in the amount of $325,000 with Marcos Galardo and Suzanna Galardo for the City’s acquisition of real property located at 324 Bannon Street; and 2) authorizing the City Manager or the City Manager’s designee to execute any related documents to consummate the purchase transaction.
Contact: Richard Sanders, Facilities & Real Property Superintendent, (916) 808-7034, [email protected]; James Christensen, Facilities Manager, (916) 808-5863, [email protected]; Department of Public Works; Megan Thomas, Senior Engineer, (916) 808-1729, [email protected]; Department of Utilities Presenter: None
Attachments:
1-Description/Analysis
2-Purchase and Sale Agreement
Description/Analysis
Issue Detail: The property located at 324 Bannon Street, referred to as parcel number 001-0052-002 -0000 (the “Property”) was listed for sale by the owner at $350,000. The Property consists of a vacant residential housing unit in fair condition, with a total square footage of 706 sq. ft., situated on a 6,534- square-foot parcel of land. The property is adjacent to the City’s Sacramento River Water Treatment Plant (“Plant”). City staff have inspected the Property and determined that it is suitable for a possible future expansion of the Sacramento River Water Treatment Plant and use as an additional buffer zone around the Plant in the meantime. Staff have negotiated a purchase price of $325,000.
Policy Considerations: The recommendation in this report is in accordance with City Code Chapter
3.04.010, which requires City Council approval of real property agreements involving expenditures of $250,000 or more.
File ID: 2024-01697 10/15/2024 Consent Item 23.
Economic Impacts: None.
Environmental Considerations:
California Environmental Quality Act (CEQA): City staff desire to purchase the Property to allow for an additional buffer zone around the Plant and a potential expansion of the Plant.
However, there are currently no definitive plans for such expansion. The actions contained in this report to purchase the Property will have no significant effect on the environment and are exempt from CEQA pursuant to CEQA Guidelines Section 15061(b)(3). This report only proposes execution of a Purchase and Sale Agreement for the City’s acquisition of the Property. Purchase of the Property will impose no obligation on the City for construction of an expanded Plant. No project or definitive transaction documents regarding construction shall be deemed to be approved, until after (i) the proposed project is reviewed in accordance with the requirements of CEQA, and (ii) any additional conditions or changes to the project based on the CEQA review have been resolved in a manner acceptable to the City.
As required by law, the City retains the sole and independent discretion as the lead agency to, among other things, balance the benefits of the Plant expansion project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided, and determine not to proceed with the Plant expansion project. No legal obligations to approve the project construction exist unless and until the CEQA environmental review process has been completed.
Sustainability: Not applicable.
Commission/Committee Action: Not applicable.
Rationale for Recommendation: Executing the recommended Purchase and Sale Agreement will give City ownership of the Property located at 324 Bannon Street, thereby allowing for additional security buffer around the Plant and potential expansion of the Plant sometime in the future. There is currently not an established project for expansion of the Plant, but such project may be developed in the future. In the meantime, acquisition of the Property will provide additional security buffer for the Plant.
Financial Considerations: There is sufficient funding within the Water Supply Expansion Program (Z14190100) to execute the Purchase and Sale Agreement in the amount of $325,000 (Water Development Fees, Fund 6001) with Marcos Galardo and Suzanna Galardo for the acquisition of the Property.
There are no General Funds planned or allocated towards the purchase of this Property.
File ID: 2024-01697 10/15/2024 Consent Item 23.
Local Business Enterprise (LBE): Not applicable.
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions ("Agreement") is made and entered into as of the Effective Date by and between Buyer and Seller, who are also referred to individually as "Party" and collectively as "Parties."
Background
A. Seller is the owner of the property located at 324 Bannon Street, Sacramento, California 95811, as defined below {"Property"). The Property is improv ed with a single-family residence (tenant occupied) on a parcel containing 6,534 square feet of land area. Seller has listed the property for sale with RE/MAX Gold, a real estate brokerage firm for $350,000.
B. Buyer owns the Sacramento River Water Treatment Plant {"Treatment Plant"), which is located adjacent to the Property. Buyer desires to purchase the Property to allow for additional security buffer area for the Treatment Plant.
C. Seller now agrees to sell, and Buyer agrees to purchase, the Property at a Purchase Price (specified below) to which the Parties have negotiated .
In consideration of the information contained in the Background and the mutual covenants, commitments, and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which has been acknow ledged and verified, Buyer and Seller agree as follows:
1. Defined Terms. The terms listed below shall have the following meanings throughout this Agreement:
Effective Date: The date this Agreement is executed by Buyer after approval by the City Council of the City of
Sacramento.
Seller: Marcos Galardo and Suzanna Galardo
Seller's Address: 3349 Montrose Street
Sacramento, CA 95838
Buyer: City of Sacramento, a municipal corporation
Buyer's Address:
Property:
Purchase Price:
Escrow Holder:
Escrow Instructions:
Closing Date:
Title Company:
City of Sacramento
915 I Street, 5th Floor
Sacramento, CA 95814
(916) 808-7034
[email protected]
That certain real property located at 324
Bannon Street in the City of Sacramento,
County of Sacramento, State of California,
containing a single-family, tenant occupied
residence and consisting of approximately
6,534 square feet of land area identified as
Assessor's Parcel Number 001-0052-002, as
specifically described in Exhibit 1 (the "Legal
Description").
The total Purchase Price for the Property is
$325,000.
Fidelity National Title Company
8525 Madison Avenue, Suite 110
Fair Oaks, CA 95628
Escrow Officer : Paul Avila
(916) 646-6057
The instructions issued by Seller and Buyer to
Escrow Holder are in Exhibit 2, in addition to
the terms and conditions set forth in this
Agreement.
No later than November 1, 2024 in accordance
with Section 7 of this Agreement.
Fidelity National Title
8525 Madison Avenue, Suite 110
Fair Oaks, CA 95628
Escrow Officer: Paul Avila
(916) 646-6057
2. Preliminary Title Report: The report dated July 10, 2024 issued by the Title Company, order #01005221, describing
the title to the Property and any
encumbrances .
Exhibits. The following Exhibits are defined in this Agreement and are attached and incorporated into this Agreement by this reference:
Exhibit 1
Exhibit2
Exhibit3
Legal Description
Escrow Instruct ions
Grant Deed
3. Purchase and Sale. Subject to compliance with all of the terms, covenants, and conditions in this Agreement, Buyer agrees to purchase the Property from Seller, and Seller agrees to sell the Property to Buyer at the Purchase Price. The Property shall be conveyed to Buyer from Seller by means of a Grant Deed in the form attached as Exhibit 3.
4. Purchase Price. The Purchase Price shall be Three Hundred Twenty-Five Thousand Dollars ($325,000), which Buyer shall pay to Escrow Holder prior to the Closing Date in accordance with the provisions in Section 10.
s. Indemnity.
A. Buyer shall indemnify, defend (with the city attorney's office or with counsel acceptable to Seller), and hold Seller, and Seller's officers, employees and agents, harmless from and against any and all liabilities, penalties, losses, damages, costs, expenses (including reasonable attorneys' fees), causes of action, claims, or judgments arising by reason of any death, bodily injury, personal injury , property damage, violation of any law or regulation , damage to the environment, including ambient air, soil, soil vapor, groundwater , or surface water, and resulting from or in any way connected with:
(1) Any acts or omissions related to the performance of this Agreement by Buyer, its officers, employees, agents, engineers, contractors or subcontractors, or any other person or entity employed by or acting on its behalf.
(2) Any breach of this Agreement by Buyer, its officers, or employees. (3) The use, storage, treatment , transportation, release, or disposal of hazardous waste, on or about any portion of the Property by Buyer, which occurs at any time before the Closing Date.
B. Seller shall indemnify, defend (with counsel acceptable to Buyer), and hold Buyer, and Buyer's officers, employees and agents, harmless from and against any and 5G Page 3 of27
6. 7.
all liabilities, penalties, losses, damages, costs, expenses (including reasonable attorneys' fees), causes of action, claims, or judgments arising by reason of any death, bodily injury, personal injury, property damage, violation of any law or regulation, damage to the environment, including ambient air, soil, soil vapor, groundwater, or surface water, and resulting from or in any way connected with:
(1) Any acts or omissions related to the performance of this Agreement by Seller, its officers, employees, agents, engineers, contractors or subcontractors, or any other person or entity employed by or acting on its behalf, including failure of Seller to notify Buyer of material facts regarding the Property that are known to Seller or intentional misrepresentation of such material facts.
(2) Any breach of this Agreement by Seller, its officers, or employees. (3) The use, storage, treatment, transportat ion, release, or disposal of hazardous waste, on or about any portion of the Property by Seller, which has occurred or will occur at any time before the Closing Date.
C. The provisions of this Section 5 shall survive the Closing and the recording of the Grant Deed conveying the Property from Seller to Buyer.
Commitments After Effective Date. From the Effective Date until the Closing, Seller shall not take or authorize any action with regard to the Property, including making any commitments or representations to any third party, including governmental authorities and lenders, or adjoining or surrounding property owners.
Escrow and Closing. The Escrow process for the purchase and sale of the Property between Buyer and Seller shall be as follows:
A. Opening of Escrow. The escrow ("Escrow") sha ll be deemed opened ("Opening of Escrow") on the date that Escrow Holder receives a copy of this Agreement fully executed by Buyer and Seller. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Buyer and Seller shall execute the "Escrow Instructions" specified as Exhibit 2 and deliver them to Escrow Holder. Buyer and Seller agree to execute, deliver and abide by any reasonable or customary supplemental escrow instructions or other instrument s reasonably required by Escrow Holder to consummate the transaction; provided, however, no such instructions or instruments shall conflict with, amend or supersede any portion of this Agreement . If there is any conflict or inconsistency between the terms of Escrow Holder's instructions or instruments and the terms of this Agreement and the Escrow Instructions, then the terms of this Agreement and the Escrow Instruction s shall contro l.
B. The Closing. On the Closing Date, all matters to be performed under this Agreement incident to the sale of the Property and the payment of the Purchase
8. Price (collectively, "Closing") shall be performed at the offices of Escrow Holder, or other mutually acceptable location agreed to in writing by Buyer and Seller.
Notwithstanding anything in this Section 7 to the contrary, the Parties agree to use commercially reasonable efforts to pre-close the transaction (i.e., deliver signed documents into Escrow) on the business day immediately preceding the then-scheduled date of Closing. For purposes of this Agreement, the actual Closing Date shall be the date that the Grant Deed in the form attached as Exhibit 3 is recorded pursuant to applicable law in Sacramento County, California. Unless changed in writing by the Parties, the Closing shall occur on the Closing Date, subject to Buyer's and Seller's respective rights to terminate this Agreement, that are expressly set forth this Agreement and/or the Escrow Instructions. In no event shall the Closing extend past March 1, 2025.
Buyer's Contingencies. Buyer's obligation to consummate the purchase of the Property is subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions precedent (collectively, "Buyer's Contingencies"), which are for Buyer's benefit only. If this Agreement is not terminated before the Closing Date, then Buyer shall be deemed to have waived all of Buyer's Contingencies, this Agreement shall remain in full force and effect, and the Closing shall occur subject to the terms and conditions of this Agreement and the Escrow Instructions.
A. Title Review. Seller has caused the Title Company to deliver to Buyer the Preliminary Title Report prior to execution of this Agreement. As part of the Escrow Instructions, the exceptions which Buyer will permit to remain on title (the "Permitted Exceptions") shall be identified by Buyer prior to the expiration of Buyer's Due Diligence Period described in Section 8(B} below . Buyer shall be satisfied with title to the Property, subject only to the Permitted Exceptions, as reflected in the Preliminary Title Report, by the Closing Date.
B. Buyer's Due Diligence.
(1) Buyer has or will investigate the suitability of the Property for Buyer's intended uses within 30 calendar days following the Effective Date ("Buyer's Due Diligence Period"). Buyer's investigations may include without limitation: (i) physical inspection of the Property upon reasonable advance notice to Seller; (ii) obtaining California Land Title Association ("CLTA") commitment to insure the purchase of title to the Property for the full amount of the Purchase Price; and (iii) evaluation of documents related to the Property to assess compliance with code and environmental regulations, including but not limited to zoning, land use, Americans with Disabilities Act, California Title 24, and all othergovernmental regulations, laws, permits, and approvals applicable to the Property. (2) Within five (5) calendar days following the Effective Date, Seller shall provide Buyer with access to all existing reports and other documents
regarding the Property that are in Seller's possession or under its control relevant to the physical condition of the Property or its legal status. Buyer may review the reports and other documentation, and conduct any and all inspections, investigations, tests and studies (including, without limitation, investigations with regard to zoning, building codes and other governmental regulations, architectural inspections, engineering tests, economic feasibility studies, development costs, soils, seismic and geologic reports and environmental testing) with respect to the Property as Buyer may elect to make or pursue.
(3) Within five (5) calendar days following the Effective Date, Seller will make any disclosures to Buyer that are required by law, including without limitation disclosure of any known hazardous substances on the Property pursuant to California Health & Safety Code section 25359. 7 and any known mold in the Property pursuant to California Health & Safety Code section 26140.
( 4) If, at any time within Buyer's Due Diligence Period, Buyer delivers to Seller written notice of its disapproval of any physical or environmental conditions or aspects of the Property or any other matter affecting Buyer's decision to purchase the Property, Seller shall have 15 days from and after the delivery of such notice (unless such time is extended by the mutual agreement of both Parties) within which to correct all such disapproved matters (the "Cure Period"). If Seller does not correct such disapproved matters to the satisfaction of Buyer within the Cure Period, Buyer's exclusive remedies shall be, at Buyer:s election, either (i) terminate the Agreement, without any liability on the part of either Party and with Buyer receiving a refund of all amounts deposited in escrow, less Buyer's share of escrow costs and fees, or (ii) purchase the Property in accordance with the terms of this Agreementwithouta reduction in the Purchase Price and without any liability on the part of Seller for said disapproved matters.
Buyer shall provide Seller with written notice of Buyer's election to terminate the Agreement or purchase the Property in accordance with this Agreement not later than five (5) days after the expiration of the Cure Period. If Buyer does not deliver any written notice of disapproval to Seller, as specified above, during Buyer's Due Diligence Period, Buyer shall purchase the Property in accordance with the terms of this Agreement.
C. Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be materially true and correct as of the Effective Date and as of the Closing Date.
D. No Default. Seller is not in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement .
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E. Title Insurance. The conveyance by the Seller of good and marketable fee title to the Property, as evidenced by a standard form CLTA title insurance policy to be issued by the Title Company in the amount of the Purchase Price and containing endorsements reasonably required by Buyer ("Buyer's Title Policy"), insuring fee simple title, which is free and clear of all liens and encumbrances subject only to the Permitted Exceptions set forth in the Escrow Instructions.
9. Seller's Contingencies. Seller's obligation to sell the Property to Buyer is subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions precedent ("Seller's Contingencies"), which are for Seller's benefit only. If this Agreement is not terminated before the Closing Date, then Seller shall be deemed to have waived all of Seller's Contingencies, this Agreement shall remain in full force and effect, and the Closing shall occur subject to the terms and conditions of this Agreement and the Escrow Instructions .
A. Representations and Warranties. All representations and warranties of Buyer contained in this Agreement shall be materially true and correct as of the Effective Date and as of the Closing Date.
B. No Default . Buyer is not in default in the performance of any material covenant or agreement to be performed by Buyer under this Agreement.
10. Buyer's Deliveries to Escrow. At least one (1) business day before the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged ("Buyer's Delivered Items"):
A. Funds. The Purchase Price as defined in Section 4 of this Agreement , in the form of wired funds, plus Buyer's Costs, and Buyer's share of the Escrow Expenses, all as defined in Section 13.
B. Authority. Such proof of Buyer's authority and authorization to enter into this Agreement and to consummate the transaction contemplated in this Agreement as may be reasonably requested by Seller or Title Company.
C. Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement.
D. Failure to Deliver. If Buyer is in default of its obligation to deliver any of the Buyer's Delivered Items and Buyer's counterparts to the jointly delivered items into Escrow timely in accordance with the terms of this Agreement, then Seller shall be entitled to pursue any and all rights available to Seller under this Agreement as set forth in Section 18 of this Agreement.
11. Seller's Deliveries to Escrow. At least one (1) business day before the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged ("Seller's Delivered Items"):
sc.s MG Page 7 of 27
A. Grant Deed. The Grant Deed in the form attached as Exhibit 3. The title t ransferred thereunder shall be subject to all real property taxes and assessments and all other state, county and local taxes, charges, and bonds (general, special or otherwise), imposed or assessed, which are not yet due and payable as of the Closing Date, matters ascertainable by a reasonable inspection and survey of the Property, and the Permitted Exceptions as described in the Escrow Instructions.
B. Title Affidavit. A customary "seller's affidavit" as may reasonably be required by Title Company in connection with issuance of Buyer's Title Policy with elimination of certain pre-printed exceptions.
C. Further Documents or Items. Any other documents or items as may be reasonably requested by Buyer or Title Company to close the transaction contemplated by this Agreement .
D. Failure to Deliver. If Seller is in defau lt of its obligation to deliver any of the Seller's Delivered Items and Seller's counterparts to the jointly delivered items into Escrow timely in accordance with the terms of this Agreement, then Buyer shall be entitled to pursue any and all rights available to Buyer under this Agreement as set forth in Section 18.
12. Joint Deposits Into Escrow. On or before one (1) business day before the Closing Date, Seller and Buyer shall execute, acknowledge where required, complete required insertions, and joint ly deposit into Escrow two (2) original counterparts of the Closing Statement in a form reasonably acceptable to Buyer and Seller showing the allocation of Buyer's Costs, Seller's Costs, and Escrow Expenses, all as defined in Section 13, and disbursements to be made by Escrow Holder.
13. Costs and Expenses. Should Buyer terminate this Agreement or the Closing fails to occur due to Buyer's defau lt, Buyer will be responsible for any and all Escrow Expenses incurred by Escrow Holder. If Seller is unable to perform because of a Seller defau lt, then Seller shall be responsible for any and all Escrow Expenses incurred by Escrow Holder. If there is a Closing and the Property is transferred from Seller to Buyer, then the costs and expenses of this transaction shall be allocated between Seller and Buyer as follows:
A. Seller's Costs. Seller shall bear the following costs and expenses at Closing: (i) one-half (½) of the Escrow Expenses; (ii) Seller's portion of prorated property taxes; (iii) the cost of recording all releases and other documents to remove all monetary liens, if any, that are recorded against the Property and the cost of recording all other documents that Seller desires to record; and (iv) one-half (1/2) of the document recording fees (if any) for the Grant Deed (collectively, "Seller's Costs").
B. Buyer's Costs. Buyer shall bear the following costs and expenses at Closing: (i) a CLTA standard coverage owner's title policy and any endorsements being paid by
Buyer; (ii) one-half (½) of Escrow Expenses; (iii) Buyer's portion of prorated property taxes; and (iv) one-half (1/2) of the document recording fees (if any) for the Grant Deed (collectively, "Buyer 's Costs").
C. Escrow Expenses. Buyer and Seller shall each pay½ of Escrow Holder's customary and reasonable charges to buyers and sellers for the preliminary title report, escrow services, document drafting, recording and miscellaneous charges (the "Escrow Expenses"). If, through no fault of either Buyer or Seller, Escrow fails to close, Buyer and Seller shall share equally all of the Escrow Expenses; however, if the Closing fails to close as the result of the default of either Party, then such defaulting Party shall bear all of the Escrow Expenses.
D. Property Taxes. All general and special real and personal property and ad valorem taxes, assessments and all other state, county and local taxes, charges, and bonds (general, special or otherwise), imposed or assessed, if any, whether payable in installments or not, including, without limitation, all supplemental taxes attributable to the period prior to the Closing for the calendar year in which the Closing occurs, shall be prorated to the Closing Date, based on the latest available tax rate and assessed valuation.
E. Utility Charges and Service Contracts. Seiter shalt be responsible forthe payment of all utility and service bills relating to the period up to the Closing.
14. Closing Procedure. When the Title Company is ready to issue the Buyer's Title Policy and all required documents and funds have been deposited with Escrow Holder, Escrow Holder shall close Escrow as of the specified Closing Date, or at a sooner date with approval of both Parties, in the manner and order provided below:
A. Date; Counterparts. Escrow Holder shall date all instruments as of the date of the Closing (if not dated) and combine all counterparts of instruments delivered to Escrow Holder in counterparts.
B. Document Recordation. Escrow Holder shall record the Grant Deed in the Official Records of the Sacramento County Recorder's Office (the "Official Records").
C. Notification; Disburse Funds. Escrow Holder shall provide e-mail notice to Buyer and Seller that the Closing has occurred , deliver the final Closing Statement in accordance with Section 15 to each Party by e-mail, and disburse funds. In disbursing funds, Escrow Holder shalt debit or credit (as provided herein) all SG
Buyer's Costs, Seller's Costs, and the balance of the Purchase Price for the Property to Seller; and disburse the remaining funds, if any, to Buyer.
D. Title Policy. Escrow Holder shall cause its Title Company to issue the Buyer's Title Policy to Buyer in accordance with the Escrow Instructions.
E. Informational Reports. Escrow Holder shall file any information reports required by Internal Revenue Code section 604S(e), as amended.
15. Post-Closing Instructions. The Parties acknowledge that the original Grant Deed will be returned by the County Recorder's Office to Buyer. Promptly after the Closing, Escrow Holder shall deliver the following instruments:
A. To Seller.
( 1) One ( 1) conformed copy of the recorded Grant Deed; and (2) One (1) copy of the final Closing Statement.
B. To Buyer.
( 1) One ( 1) conformed copy of the Grant Deed; and
(2) One ( 1) copy of the final Closing Statement.
16. Seller's Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of which is material and is being relied upon by Buyer, and the truth and accuracy of which shall constitute a condition precedent to Buyer's obligations under this Agreement:
A. Power. Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced in this Agreement , and to consummate the transaction contemplated in this Agreement.
B. Requisite Action. All requisite action, including, without limitation, all pertinent review and approval by any other person or entity affiliated with Seller, has been taken by Seller in connection with entering into this Agreement as of the Effective Date and the instruments referenced in this Agreement, and to consummate the transaction contemplated in this Agreement. No additional consent of any individual, officer, director, shareholder, partner, member, manager, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required for Seller to execute this Agreement and the instruments referenced in this Agreement, and to consummate the transaction contemplated in this Agreement.
C. Individual Authority. The individual(s) executing this Agreement and the instruments referenced in this Agreement on behalf of Seller have the legal power, right, and actual authority to bind Seller to the terms and conditions of this Agreement and the instruments referenced in this Agreement .
D. No Conflict. Neither the execution and delivery of this Agreement, the documents or instruments referenced in this Agreement, nor incurring the obligations, consummation of the transaction, and compliance with the terms of this Agreement conflict with or will result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust , loan, lease or other agreement or instrument to which Seller is a party or that affects the Property .
E. Specifically Designated National and Blocked Persons. Seller (i) is not listed in the Annex to, or otherwise subject to the provisions of United States Presidential Executive Order 13224 issued on September 24, 2001 ("Executive Order"); (ii) does not have its name on the U.S. Department of the Treasury, Office of Foreign Assets Control's ("OFAC") most current list of "Specifically Designated National and Blocked Persons"; and (iii) is not otherwise affiliated with an entity or person listed above. This provision shall survive Closing.
F. Hazardous Substances.
(1) To the best of Seller's knowledge, the Property is not in violation of any Environmental Laws and there are no Hazardous Substances on, under , or about the Property, including but not limited to soil, soil vapor, and groundwater conditions .
(2) Seller has not received any notice from the United States Environmental Protection Agency, the State of California Department of Toxic Substances Control, or the Sacramento County Environmental Management Department, or any other federal, state, county or municipal entity or agency that regulates Hazardous Substances or public health risks or other environmental matters, or any private party or person claiming any violation of, or requiring compliance with, any Environmental Laws or demanding payment or contribution for any Hazardous Substances in, on, under, upon or affecting the Property.
(3) For the purposes of this Agreement, the term "Hazardous Substances" means any chemical substance, material, controlled substance, object, condition, waste, living organism, or combination thereof which is or may be hazardous to human health or safety or to the environment due to its ignitability, corrosivity , reactivity, explosivity, toxicity , carcinogenicity, mutagenicity, phytotoxicity , reproductive toxicity, infectiousness, SG Page 11 of27
radioactivity, or other harmful or potentially harmful properties or effects, including, without limitation, petroleum and petroleum products, asbestos, radon, and polychlorinated biphenyls {PCBs), which are now or may become in the future listed, defined or regulated in any manner by any Environmental Law or regulation.
(4) For the purposes of this Agreement, the term "Environmental Law(s)" means any and all federal, state and local environmental, health, or safety related laws, regulations, ordinances, codes, decrees, directives, standards, rules, guidelines, permits, and decisions of federal and state courts as currently existing and as may be amended, enacted, issued or adopted in the future, which due to the presence or potential presence of Hazardous Substances are or become applicable to the Property or persons or entities who own, occupy, use, visit, or work on or in the Property. Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") as set forth in 42 USC § 9601 et seq.; the Hazardous Material Transportation Safety and Security Reauthorization Act as set forth in 49 USC§ 5101 et seq.; the Resource Conservation and Recovery Act as set forth in 42 USC§ 6901 et seq.; the California Hazardous Waste Control Laws as set forth in California Health and Safety Code § 21500 et seq.; and the California Porter Cologne Act as set forth in California Water Code§ 13000 et seq.
G. Third Party Payments. To Seller's actual knowledge, all bills and claims for labor performed or materials furnished to or for the benefit of the Property for all periods of time prior to the Closing have been paid in full and there are no mechanics' or materialmen's liens {whether or not perfected) on or affecting the Property.
H. Liens. There is no lien or debt of any kind encumbering the Property that would need to be assumed by Buyer.
I. Leases and Defaults. The Property is currently occupied bya tenant under a rental agreement . Seller is not in default under any contracts, agreements, easements or any other documents or instruments relating to or affecting this Agreement or the Property.
J. Lawsuits. To the best of Seller's know ledge, as of the Effective Date, there is no pending or threatened suit, claim, action or arbitration, or legal, administrative, or other proceeding or governmental investigation, formal or informal, including but not limited to personal injury, eminent domain, condemnation, or any judgment, or moratorium which affects the Property. •
tvl &
K. Compliance with Laws. Neitherthe Property nor its operation violates in any way any applicable laws, ordinances, rules, regulations, judgments, orders, or covenants, conditions, and restrictions, whether federal, state, local, foreign, or private, including without limitation the Americans with Disabilities Act and all life safety requirements. The improvements are not in violation of any applicable building or zoning codes, building moratorium or environmental protection codes, laws, regulations, or ordinances. Seller has not received any request, oral or written, that Seller modify or terminate any use of the Property.
L. Relocation Assistance.
(1) Seller acknowledges the following: (i) Seller offered the Property for sale on the open market through a licensed real estate broker and without any inducement by Buyer for the disposition, planned condemnation , or redevelopment of surrounding lands; (ii) the Purchase Price is fair market value for the Property, as determined by independent appraisals of the Property; and (iii) no federal funds are involved in the acquisition, construction, or project development of the Property site . Accordingly, pursuant to California Government Code section 7277(a), Seller further acknowledges Seller is not entitled to any relocation assistance or benefits under the California Relocation Assistance Law (California Government Code section 7260 et seq.) and Buyer has no obligation to provide any relocation assistance or benefits whatsoever to Seller. (2) Buyer has enlisted the services of a relocation specialist firm to assist in the determination of relocation assistance to the tenant of the Property.
Buyer shall be responsible for the payment of the fee charged by the relocation specialist firm for its services and any relocation assistance payments to which the tenant is entitled.
17. Buyer's Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Property, Buyer makes the following representations and warranties as of the Effective Date and at and as of the Closing. Each of the following Buyer representations and warranties each of which is material and is being relied upon by Seller, and the truth and accuracy of which shall constitute a condition precedent to Seller's obligations under this Agreement.
A. Power. Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced in this Agreement, and to consummate the transactions contemplated in this Agreement.
B. Requisite Action. All requisite action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced in this Agreement, and to consummate the transactions contemplated in this Agreement. No additional consent ofany individual, officer, beneficiary, creditor, investor, jud icial S & Page 13 of27
or administrative body, governmental authority or other party is required for Buyer to execute this Agreement and the instruments referenced in this Agreement, and to consummate the transactions contemp lated in t his Agreement.
C. Individual Authority. The individuals executing this Agreement and the instruments referenced in this Agreement on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions set forth in this Agreement .
D. No Conflict. Neitherthe execution and delivery of this Agreement, the documents or instruments referenced in this Agreement, nor incurring the obligations, consummation of the transactions, and compliance with the terms of this Agreement conflict with or will result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party.
E. Specifically Designated National and Blocked Persons. Buyer has certified to Seller that Buyer is not a "Prohibited Person" under the Patriot Act, Executive Order 13224, or listed on the OFAC, and will indemnify Seller for breach of the certification.
18. Remedies. If the sale of the Property is not consummated in accordance with the terms of this Agreement due to the default of either Party, the remedies available are as follows:
A. Remedies Upon Seller's Default. If Seller fails to allow for the Closing as contemplated in this Agreement in a timely manner because of a default by Seller (and Buyer is not also in default), then Buyer may: (i) terminate this Agreement by delivery of written notice to Seller and Escrow Holder, or (ii) purchase the Property (or if necessary, seek specific performance of this Agreement) provided that Seller shall be provided at least ten (10) business days to cure such default.
B. Remedies Upon Buyer's Default. If Buyer fails to allow for the Closing as contemp lated in this Agreement in a timely manner because of a default by Buyer, then the Seller may terminate this Agreement by delivery of written notice to Buyer and Escrow Holder, provided that Buyer shall be provided at least ten (10) business days to cure such default.
C. Monetary Damages. In no event will either Party be liable to the other Party for monetary damages due to breach of this Agreement or for the costs of enforcement of this Agreement, including, without limitation, attorneys' fees and legal costs.
D. Buyer's Liability. Other than payment of the Escrow Expenses, Buyer shall have no further liability to Seller of any kind whatsoever by reason of the termination and/or non-performance of this Agreement by Buyer.
E. Binding on Successors and Assigns. The provisions in this Section 18 shall inure to and bind successors in interest in Buyer's legal entity, any entity to which Buyer assigns its rights to the Property, and all successors in interests in ownership of the Property. The provisions in this Section 18 shall survive Closing.
19. Right of Entry. By its execution of this Agreement, Seller grants a license to Buyer's officers, employees and agents to enter the Property to conduct visual and physical inspections during regular business hours, subject to prior reasonable notice to Seller, Seller's approval of acceptable times, and minimal disruption to Seller's daily activities.
20. General Provisions.
A. Damage to Property. If, prior to Closing, all or any portion of the Property to be conveyed is damaged by earthquake, flood, or other natural casualty (collectively "Damage"), Seller shall immediately notify Buyer of such Damage. Buyer shall select within ten (10) days from such notice to either proceed with the Closing and take the Property with such Damage or terminate this Agreement. If Buyer elects to terminate this Agreement, each Party shall be liable for half of the Escrow Expenses. The risk of loss of the Property from any cause shall be transferred to Buyer upon Closing.
B. Condemnation. If, prior to Closing, (i) all or any portion of the Property is taken or appropriated by a public or quasi-public authority exercising the power of eminent domain, or (ii) there is any taking of land lying in the bed of any street, road, highway or avenue, open or proposed, or any change of grade of such street, road, highway or avenue in front of or adjoining all or any part of the Property; then Buyer shall proceed with the purchase of the Property and receive all of the award or payment made in connection with such taking.
C. Notices. All notices, demands, requests or other communications required or permitted hereunder(collectively, "Notices") shall be in writing or email, shall be addressed to the receiving party, with a copy to such Party's counsel, if any, as provided in the Section 1, the "Defined Terms," and shall be personally delivered, sent by overnight mail (FedExs or another carrier that provides receipts for all deliveries), or sent by certified mail, postage prepaid, return receipt requested.
All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver due to changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of
Notices to the Parties' respective counsels is for information only, is not required for valid Notice, and does not alone constitute Notice under this Agreement Buyer and Seller agree that Notices may be given hereunder by the Parties' respective counsel, and that, if any communication is to be given hereunder by Buyer's or Seller's counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section.
D. Brokers. Seller represents and warrants to Buyer that it has hired a broker in connection with this transaction and Seller shall be solely liable to compensate that broker. Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all losses, liens, claims, judgments, liabilities, costs, expenses or damages (including, without limitation, reasonable attorneys' fees and court costs) of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by the indemnifying Party or on its behalf with any broker or finder in connection with the transaction contemplated in this Agreement. The foregoing indemnity shall survive both the Closing or the termination of this Agreement.
E. Assignment. This Agreement may not be assigned without the other Party's express written consent.
F. No Joint Venture. Nothing in this Agreement shall be construed to create a principal and agent, a partnership, joint venture, or any other association or other relationship between the Parties.
G. Survival. The provisions of this Agreement which expressly survive Closing shall so survive, including, without limitation, the covenants, representations, limitations, hold harmless, indemnification and release obligations made by each Party. No provision of this Agreement shall merge into the Grant Deed.
H. Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be reasonably required in order to consummate the purchase and sale contemplated in this Agreement and shall use all commercially reasonable efforts to accomplish the Closing in accordance with the provisions of this Agreement.
I. Computation of Time Periods. Time is of the essence of every provision in this Agreement. All references herein to a particular time of day shall be deemed to refer to Sacramento, California time. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period oftime runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. The term "business day" as used in this Agreement shall mean each day other than a Saturday, Sunday, or legal holiday. Except as SG Page 16 of 27
otherwise expressly provided in this Agreement, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period.
J. Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument . An electronic signature shall be deemed an original signature.
K. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the Parties, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision of this Agreement.
L. No Obligations to Third Parties. Except as otherwise expressly provided in this Agreement, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the Parties to this Agreement to, any other person or entity .
M. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the Parties.
N. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision of this Agreement, and no waiver will be effective unless it is in writing and signed by the waiving party.
0. Time Extension. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of anyotherobligation or act.
P. Partial Invalidity. If any term or provision of this Agreement, or the application of any term or provision to any person or circumstance, is held to be invalid or unenforceable, or is found to be prohibited by law; the remainder of th is Agreement and the application of any term or provision to any person or circumstance (other than those provisions or applications which were held invalid, unenforceable, or prohibited) shall not be affected and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
Q. Applicable Law. The Agreement was made in and is to be performed entirely within the State of California, and its interpretation, its construction and the remedies for its enforcement or breach are to be applied pursuant to, and in accordance with, the laws of the State of California for contracts made and to be performed therein .
G- Page 17 of 27
R. Attorney Fees. The Parties shall bear their own costs and attorneys' fees incurred in connection with this Agreement.
S. Venue and Alternative Dispute Resolution. The Parties agree to submit any disputes arising underthe Agreement to a court of competent jurisdiction located in Sacramento, California. Nothing in this Agreement shall be construed to prohibit the Parties from engaging in alternative dispute resolution processes prior to initiating legal proceedings, including, without limitation, mediation and arbitration, upon the discretion and mutual consent of the Parties.
T. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter in this Agreement. No subsequent agreement, representation, or promise made by either Party, or by or to an employee, officer, agent or representative of either Party, shall be of any effect unless it is in writing and executed by the Party to be bound by such agreement, representation, or promise.
U. Construction. The Parties hereby acknowledge and agree that: (i} each Party is of equal bargaining strength; (ii} each Party has actively participated in the drafting, preparation and negotiation of this Agreement; (iii} each Party has consulted with such Party's own independent counsel and such other professional advisors as such Party has deemed appropriate, relating to any and all matters contemplated under this Agreement; (iv) each Party and such Party's counsel and advisors have reviewed this Agreement; (v) each Party has agreed to enter into this Agreement following such review and the rendering of such advice; and (vi) any rule of construction to the effect that ambiguities are to be resolved against the drafting parties shall not apply in the interpretation of this Agreement, or any portions of this Agreement, or any amendments to this Agreement.
[Signatur e Page Follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
BUYER:
CITY OF SACRAMENTO, a municipal
corporation
By:
--------------Ryan Moore, Assistance City Manager
For Howard Chan, City Manager
Approved as to Form:
By: ____________ _
Senior Deputy City Attorney
Attest:
By: ---------- - ---Assistant City Clerk
SELLER:
Marcos Galardo and Suzanna Galardo
~ Z9 8 J ~3
~lt Name: Marcos Galardo
By:.~~OMM~~--=._>,~- _oh, ~12:?,1~~
Name : Suzanna Galardo
EXHIBIT 1
Legal Description
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SACRAMENTO, IN THE COUNTY OF SACRAMENTO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
That portion of Swamp Land Survey No. 926, Located in Sections 35 and 36, Township 9 North, Range 4 East, M. D. B. & M., Described As:
Beginning at a point on the North line of that tract of land deeded by Frederick Warner, et ux, to the City of Sacramento, Recorded July 8, 1920 in Book 542 of Deeds, at Page 167, Sacramento County Records, Located East 971.21 feet from the Southeast corner of that tract of land designated as Parcel Ill in a deed from Charles Miles et ux, to Hyman Harris, Recorded December 30, 1929, in Book 275 of Official Records, at Page 336, Sacramento County Records, and running thence along said North line East 50 feet; Thence North 126.43 feet to the South Right of Way line a 60 foot County Road; Thence along said Right of Way line and 30 feet South at right angles from center line thereof West 50 feet; Thence South 126.43 feet to the point of beginning
Assessor's Parcel No: 001-0052-002
.5.e,
EXHIBIT 2
ESCROW INSTRUCTIONS
Date:
Re: Conveyance of that certain real property located at 324 Bannon Street in the City and County of Sacramento, State of California (the "Property'').
Your Escrow No. 01005223-010-PA (the "Escrow'').
Dear Mr. Avila:
This letter constitutes the joint escrow instructions of the City of Sacramento, a municipal corporation ("Buyer") and Marcos Galardo and Suzanna Galardo ("Seller") to Fidelity National Title Company (alternatively referred to herein as "Escrow Holder" or "Title Company"), with respect to the transfer of that certain real property located in the City and County of Sacramento, State of California, as described in Exhibit 1 (the "Property") of the Purchase Agreement (as hereinafter defined), a copy of which is attached.
These Escrow Instructions relate to that certain Purchase and Sale Agreement , dated as of _____ _ ___ , 2024 (the "Purchase Agreement"), by and between the Seller and Buyer.
Capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement. The transfer of the Property is to be consummated through the Escrow.
1. The Transaction.
Fee simple, free and clear title to the Property shall be conveyed directly to Buyer from Seller by Grant Deed (the "Grant Deed") .
In consideration of the obligations and covenants of Buyer set forth in the Purchase Agreement, Buyer shall pay to Seller at Closing the amount of Three Hundred Twenty -Five Thousand Dollars ($325,000) (the "Purchase Price").
2. Instruct ions.
A. Documents to Be Received in Escrow: Prior to and as a condition of Closing, you shall confirm receipt of the following documents, which may be executed in counterparts :
(1) One (1) original of the Purchase Agreement;
(2) One (1) original Grant Deed in favor of Buyer (executed and acknowledged by Seller);
3. (3) One (1) Form 1099-S, executed by Seller(the "1099"); (4) One (1) Form 593, executed by Seller (the "593"); and (5) Such additional documents as may be required by you to establish to your satisfaction the authority of Buyer, Seller, and any persons signing documents on their behalf to complete this transaction.
B. Funds to Be Received in Escrow: Prior to and as a condition of Closing, you shall confirm receipt from Buyer of the total amount of the Purchase Price (the "Funds").
Conditions to Closing.
Escrow Holder is authorized and instructed to close the Escrow (the "Closing") and complete the transactions described herein when and only when all of the following conditions have been satisfied:
A. You have received written confirmation from Seller and Buyer that they have reviewed and approved a final Closing Statement prepared by you and approved by Seller and Buyer (the "Final Statement") ;
B. Escrow Holder has returned to Lindsey Ekins, on behalf of Buyer, and Craig M.
Miglas, on behalf of Seller, a copy of thi s letter duly executed on behalf of Escrow Holder in the space provided below, with an original to follow by mail at the addresses listed in Section 1 of the Purchase Agreement; C. Escrow Holder has received all of the above-described documents, instruments and Funds, and shall have confirmed that all such documents are fully executed, in recordable form (if such documents are to be recorded) and that all exhibits have been attached thereto, including, without limitation, the legal description; D. The Title Company is irrevocably committed and prepared to issue, and immediately upon Closing does issue, to Buyer as the insured, a CLTA Owner's Policy (or in Buyer's discretion an ALTA Owner's Policy), with coverage in the amount of Three Hundred Twenty Five Thousand Dollars ($325,000), insuring free and clear fee simple title to the Property is vested in Buyer(the "Owner's Policy"); and
E. Escrow Holder is in a position to comply with all instruct ions provided in connection with this Escrow and you are ready, willing and able to close the Escrow in accordance with such instructions and you receive written confirmation from Craig M. Miglas, on behalf of Seller and Lindsey Ekins, on behalf of Buyer, authorizing you to close this transaction .
.Sb Page 22 of27
4. Close of Escrow.
5. Escrow Holder is authorized to close the Escrow on the Closing Date (as defined in Section 6 below). On the Closing Date, Escrow Holder is to accomplish the following tasks, in the following order:
A. Verify that all documents are in recordable form and have all exhibits attached; B. Attach the legal description to the documents as applicable; C. Compile originals of any document delivered to you in counterparts, and verify that such documents are all fully executed and acknowledged where necessary for recording;
D. Insert the Closing Date into the various documents that have a blank space for the date;
E. Record the Grant Deed from Seller to Buyer in the Official Records of Sacramento County;
F. Wire to the account of Seller pursuant to separate wiring instructions the Purchase Price less recording charges and costs, title exam fees, if any, escrow and other closing charges and costs, in such amount as provided in the Purchase Agreement and set forth on the Final Statement;
G. Issue the CLTA Owner's Policy;
H. Issue the Final Statement, certified by Escrow Holder; and I. Within three (3) days of the Closing Date, Escrow Holder is to :
(1) Deliver a conformed copy of the recorded Grant Deed, and any other documents where originals are not available to: Craig M. Miglas, 53571 S.
River Road, Clarksburg CA 95612, on behalf of Seller; and (2) Deliver the original of the Grant Deed and Owner's Policy and any other documents where originals are not available to: 915 I Street, 2nd Floor, Sacramento CA 95814, attention Real Property Superintendent, on behalf of Buyer.
Closing Costs.
The Purchase Price, escrow fees, title insurance premiums, transfer taxes, and other closing costs and charges shall be allocated in accordance with the Purchase Agreement and set forth on the Final Statement.
SG Page 23 of 27
6. Time for Close of Escrow.
7. Escrow Holder is to close the Escrow on the "Closing Date" which shall be the earliest date on which Escrow Holder is able to comply with all of the conditions and requirement s of the escrow instructions for the parties, but in any event on or before November 1, 2024.
In the event that the Escrow is not consummated on or before November 1, 2024, you are directed to request further instructions from Craig M. Miglas, on behalf of Seller, and Lindsey Ekins, on behalf of Buyer, prior to closing the Escrow or terminating the Escrow.
Permitted Title Insurance Exceptions.
Buyer hereby agrees to permit the following exceptions to the CLTA owner's title insurance as listed in the Preliminary Title Report dated July 10, 2024:
Items: 1 thru 6 paid current , 7, and 8.
Please sign and return to the undersigned a copy of this letter of instructions , which signature shall serve to acknowledge your receipt and acceptance of these instructions. These instructions must be fully executed without deviation except to the extent that the instructions are amended by the undersigned . Thank you for your assistance with this matter .
Very truly yours,
Lindsey Ekins, Real Property Agent
City of Sacramento
On behalf of Seller, the undersigned hereby joins in the foregoing escrow instructions.
Very truly yours,
dY'1P':-on ~d o ~fa.?>J:l.~
Marcos Galardo
Attachment: Purchase Agreement
ACCEPTANCE BY ESCROW HOLDER
On behalf of Fidelity National Title Company, Escrow Holder hereby acknowledges that it has received a fully executed copy of the foregoing Joint Escrow Instructions and the Purchase and Sale Agreement by and between the City of Sacramento, as Buyer, and Marcos and Suzanna Galardo, as Seller, and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Escrow Holder shall execute two (2) originals of this Acceptance by Escrow Holder and deliver one (1) original to Seller and Buyer promptly following the opening of Escrow.
Dated: , 2024 ------ Fidelity National Title Company,
By: _________ _
Name: _________ _
Title: -----------