1. Development of the Project has been satisfactorily completed in conformance with the SDA.
2. All indemnity, use, maintenance, and nondiscrimination covenants contained in the SDA shall remain in effect and enforceable in accordance with the SDA. This Certificate does not constitute evidence of Developer’s compliance with those covenants in the SDA that survive the issuance of this Certificate.
3. This Certificate does not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a deed of trust securing money loaned to finance the Project or any part thereof and does not constitute a notice of completion under California Civil Code Section 9204.
4. Nothing contained in this instrument shall modify any provisions of the SDA or any other document executed in connection therewith.
IN WITNESS WHEREOF, City has executed and issued this Certificate of Completion as of the date first written above.
CITY OF SANTA MARIA
a California municipal corporation
_____________________________________
By:
Its: City Manager
_____________________________________
By:
Its: City Clerk
_____________________________________
By:
Its: City Attorney
Legal Description
Exhibit F
Form of Memorandum of Option and Sales and Disposition Agreement
REQUESTED BY AND WHEN RECORDED MAIL TO:
_____________________________________________________________________________ (Space above line for Recorder’s use only)
APN:
EXEMPT FROM RECORDING FEES PER
CAL. GOVN’T CODE §§ 6103 and 27383
The undersigned grantor(s) declare(s):
Documentary Transfer Tax is: $0.00
( ) computed on full value of property conveyed, or
( ) computed on full value of less of liens and encumbrances remaining at time of sale. ( ) unincorporated area: ( x ) City of Santa Maria
MEMORANDUM OF OPTION AND SALES AND DISPOSITION AGREEMENT
This Memorandum of Option and Sales And Disposition Agreement (“Memorandum”) dated as of __________ ___, 20___, is entered into by and between the City of Santa Maria , a California municipal corporation (“ City”) and VERNON Property Group, LLC, a California limited liability company (“Developer”). City and Developer are hereinafter collectively referred to as the “Parties.”
1. Agreement: Conveyance. Pursuant to that certain Sales and Disposition Agreement dated as of __________ ___, 20___. (the “ Agreement”) executed by and between City and Developer, the City has agreed to convey to Developer, and Developer has agreed to develop certain real property located in the City of Santa Maria, Santa Barbara County, California, identified as Santa Barbara County Assessor’s Parcel No. ________________ and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “Property”).
2. Schedule for Construction. Among other conditions, the Agreement provides that Developer shall have commenced and completed, by dates set forth in the Agreement as such dates may be extended pursuant to the terms of the Agreement, construction of a commercial development project (the “Project”) on the Property.
3. Certificate of Completion . Promptly following completion of construction of the improvements comprising the Project (the “ Improvements”) and the issuance of a final certificate of occupancy or equivalent for the Improvements, the City will furnish Developer with an instrument so certifying (a “ Certificate of Comple tion”). Such Certificate of Completion shall constitute conclusive determination of satisfactory completion of construction of the Improvements and compliance with the covenants in the Agreement and in the Grant Deed executed pursuant thereto regarding the dates for the commencement and completion of such construction.
4. Restrictions on Transfer. The Agreement provides that the Property will be used for the purposes of timely development as set forth in the Agreement and not for speculation in landholding. Developer recognizes that the City entered into the Agreement and agreed to convey the Property to Developer in reliance on the qualifications and identity of Developer, and that the qualifications of Developer are of particular concern to the City in view of the reliance by the City upon the unique qualifications and ability of Developer to develop, operate and manage the Property.
The Agreement further provides that (i) except as permitted by the Agreement, prior to the issuance of final certificates of occupancy or equivalent for the Project, Developer shall not voluntarily or involuntarily make or attempt any total or partial sale, transfer, conveyance, assignment or lease of the whole or any part of the Property or the Project without the prior written approval of the City; and (ii) any transferee of all or part of the Property shall be subject to and shall expressly assume all of the covenants, obligations and restrictions of the Agreement which pertain to the portion of the Property transferred, including, without limitation, the provisions of the Regulatory Agreement.
5. Power of Terminatio n. Subject to and in accordance with the procedures and provisions of Section 9.8 of the Agreement, the City has the right, at its option, to re -enter and take possession of the Property, or portion thereof, with all Improvements thereon, and revest in the City the estate conveyed to Developer, in the event of a default arising under and specifically described in Section 9.8 of the Agreement.
6. Option to Repurchase . Subject to and in accordance with the procedures and provisions of Section 9.9 of the Agreement, the City has the right, at its option, to purchase and take possession of the Property, or portion thereof, with all Improvements thereon, and revest in the City the estate conveyed to Developer, in the event of a default arising under and specifically described in Section 9.9 of the Agreement.
7. Agreement Controls. The Parties have executed and recorded this instrument to give notice of the Agreement and the respective rights of the Parties thereunder. Copies of the unrecorded Agreement are available at the offices of the City, and such document is incorporated by reference in its entirety in this Memorandum. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the Agreement. In the event of any inconsistency between this Memorandum and the Agreement, the Agreement shall control.
8. Interpretation; Counterparts. This Memorandum shall be interpreted and enforced in accordance with California law without regard to principles of conflict of laws. This Memorandum
may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.
9. Binding Effect. The Agreement shall bind and inure to the benefit of the Parties and their respective su ccessors and assigns, subject to the provisions of the Agreement concerning assignment.
[SIGNATURES FOLLOW]
WHEREOF, the Parties hereto have executed and issued this Memorandum as of the date first written above.
Add Signatures
Legal Description
Exhibit G
Form of Grant Deed
WHEN RECORDED MAIL TO:
_____________________________________________________________________________ (Space above line for Recorder’s use only)
APN:
EXEMPT FROM RECORDING FEES PER
CAL. GOVN’T CODE §§ 6103 and 27383
The undersigned grantor(s) declare(s):
Documentary Transfer Tax is: $0.00
( ) computed on full value of property conveyed, or
( ) computed on full value of less of liens and encumbrances remaining at time of sale. ( ) unincorporated area: ( x ) City of Santa Maria
GRANT DEED
For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City of Santa Maria , a California municipal corporation (the “ Grantor”) hereby grants and conveys to VERNON Investments, a California limited liability company (“Grantee”), that real property located in the City of Santa Maria , County of Santa Barbara , California, known as Santa Barbara County Assessor’s Parcels No. ___________________, and more particularly de scribed in Exhibit A (the “Property”) attached hereto and incorporated in this Grant Deed (“Grant Deed”) by this reference.
1. Development Requirements . The Property is conveyed subject to that certain Sales and Disposition Agreement entered into by and between the Grantor and Grantee, dated as of __________, 202 4 (the “ Agreement”). The Grantor and the Grantee have executed a Memorandum of the Agreement dated as of the date hereof (the “ Memorandum”) which will be recorded in the Official Records of Santa Barbara County (“ Official Records ”) substantially concurrently herewith.
2. Development of Improvements. The Grantee hereby acknowledges and agrees, for itself and its successors and assigns, that the Property is being conve yed to Grantee in accordance with and subject to the requirements of the Agreement, including without limitation in accordance with the provisions of the Agreement that specify the required number of residential units to be constructed on the Property and the time period within which construction of such improvements (the “ Improvements”) must be completed, as such time period may be extended pursuant to the terms of the Agreement.
3. Non-Discrimination. Grantee shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of sex, race, color, religion, ancestry, national origin, disability, medical condition, genetic
information, marital status, sexual orientation, citizenship, primary language, or immigration status of any person. Grantee covenants for itself and all persons claiming under or through it, and this Grant Deed is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in the Civil Rights Act of 1964, as amended, or Section 51 of the California Civil Code [Unruh Civil Rights Act], in the sale, lease, sublease, transfer, use, occupancy , tenure or enjoyment of the Property or part thereof, nor shall Grantee or any person claiming under or through Grantee establish or permit any such practice or practices of discrimination or segregation. with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property or part thereof.
4. Duration of Covenants. The covenants against discrimination contained in Section 3 shall remain in effect in perpetuity.
5. Mortgagee Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the Agreement; provided, howe ver, that any successor of Grantee to the Property and Improvements shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise.
6. Binding on Successors.
a. The covenants contained in Section 3 of this Grant Deed , without regard to technical or legal classification or designation specified in this Grant Deed or otherwise, shall to the fullest extent permitted by law and equity, be binding upon Grantee and any successor in interest to the Property and Improvements or any part thereof, for the benefit of Grantor, and its successors and assigns, and such covenants shall run in favor of and be enforceable by the Grantor and its successors and assigns for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. In the event of any breach of any of such covenants, the Grantor and its successors and assigns shall have the right to exercise all rights and remedies available under law or in equity to enforce the curing of such breach.
b. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property and Improvements in fee title, and shall not include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property and Improvements.
7. Amendments. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property and Improvements shall have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants contained whole or in part any of the covenants contained in this Grant
Deed. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property and Improvements in fee title, and sha ll not include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property and Improvements.
8. Conflict Among Documents. In the event there is a conflict between the provisions of this Grant Deed and the Agreement, it is the intent of the parties that the Agreement shall control.
9. Grantee’s Acknowledgement. By its execution of this Grant Deed, Grantee has acknowledged and accepted the provisions hereof.
10. Counterparts. This Grant Deed may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of _______ ___, 2021.
[SIGNATURES FOLLOW]
GRANTOR: GRANTEE:
CITY OF SANTA MARIA VERNON PROPERTY GROUP, LLC
a California municipal corporation a California limited liability company
______________________________ ______________________________ By: By:
Its: City Manager Its: Manager
______________________________
By:
Its: City Clerk
______________________________
By:
Its: City Attorney
Exhibit A
Legal Description
Grant Deed [Exhibit A]
APN: