City of Santa Paula
City Council
MAYOR ANDY SOBEL
VICE MAYOR LESLIE CORNEJO
COUNCILMEMBER JENNY CROSSWHITE
COUNCILMEMBER CARLOS JUAREZ
COUNCILMEMBER PEDRO A. CHAVEZ
CITY COUNCIL SPECIAL MEETING OF THE
SANTA PAULA CITY COUNCIL
MONDAY, OCTOBER 9, 2023
3:00 PM - City Council Special Meeting
SANTA PAULA CITY HALL
970 VENTURA STREET
SANTA PAULA, CA 93060
JULIE LATSHAW, CITY CLERK
DAN SINGER, CITY MANAGER
MONICA CASTILLO, INTERIM CITY ATTORNEY
BRINGING ITEMS BEFORE THE CITY COUNCIL
City of Santa Paula - City Council - City Council Special Meeting 1
1. CALL TO ORDER
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2. ROLL CALL
3. PUBLIC COMMENT
At this time, members of the public may comment on any item appearing on the agenda only. Individual Councilmembers may briefly respond to Public Comments or ask questions for clarification. Public Comments are limited to three minutes.
4. ACTION ITEMS
4.A PURCHASE AGREEMENT FOR REAL PROPERTY AT 1435 EAST
HARVARD BOULEVARD
RECOMMENDATION:
Staff recommends that the City Council:
(1) Adopt Resolution No. 7485 to:
a. Authorize the City Manager to enter into a Purchase and Sale Agreement approved by the City Attorney with Buck Adam Drew, substantively in the form presented, for the purchase of 0.55 acres of land located at 1435 Harvard Boulevard for $550,000.00; and b. Authorize acceptance of the land pursuant to Government Code Section You are invited to participate in all Regular City Council meetings. Agendas are posted in the front of Santa Paula City Hall, 970 Ventura Street, Santa Paula, 72 hours in advance of the scheduled meetings. The City Council's regular meetings start at 6:30 p.m. the first and third Wednesday of each month in the City Hall Council Chambers located at 970 Ventura Street in Santa Paula. Special and Closed Sessions vary by date and time.
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SPECIAL MEETING - COUNCIL CHAMBERS
City of Santa Paula - City Council - City Council Special Meeting 2 27281.
5. ADJOURNMENT
State of California )-
County of Ventura )- ss
City of Santa Paula )-
I declare under penalty of perjury that I posted this City Council Agenda on the bulletin board near the front door of City Hall, 970 Ventura Street, Santa Paula, California.
On_________________ at______________Signed:_________________________ Julie Latshaw
City Clerk
City of Santa Paula - City Council - City Council Special Meeting 3 To: Honorable Mayor and Members of the City Council
From: James Mason, Community & Economic Development Director Subject: PURCHASE AGREEMENT FOR REAL PROPERTY AT 1435 EAST
HARVARD BOULEVARD
Date: October 9, 2023
Agenda Item: 4.A
CITY OF SANTA PAULA
MEMORANDUM
RECOMMENDATION:
Staff recommends that the City Council:
(1) Adopt Resolution No. 7485 to:
a. Authorize the City Manager to enter into a Purchase and Sale Agreement approved by the City Attorney with Buck Adam Drew, substantively in the form presented, for the purchase of 0.55 acres of land located at 1435 Harvard Boulevard for $550,000.00; and b. Authorize acceptance of the land pursuant to Government Code Section 27281.
BACKGROUND:
In the past several months, city staff has been in discussions with several organizations interested in partnering with the city in the development of transitional housing for individuals experiencing homelessness. There have been several state grant opportunities to support such a project however the city was unable to be competitive because we did not have ownership or control of any viable properties. The City has interest in purchasing a property composed of 0.55 acres (23,958 square feet) at 1435 East Harvard Boulevard (Attachment C). The property is located across the street from the Spirit of Santa Paula Harvard Shelter and could be utilized to expand the local capacity of shelter and/or transition housing. Staff is recommending the use of Affordable Housing Trust Fund monies (which can only be used for affordable housing related projects or programs) to purchase the property to support housing needs within the community. Staff intends to work with several affordable housing developers, non-profit social service agencies and Ventura County Continuum of Care to seek out funding and development opportunities that would either fully develop the site or utilize the site as an asset to leverage development of affordable housing either through sale or land exchange.
ANALYSIS:
Following direction from the City Council, staff conducted negotiations with the owner for the purchase of the property. The owner has agreed to enter an agreement to sell the property "as is" to the City for $550,000 with a deposit of $15,000 and that gives the City until October 16, 2023 to complete due diligence. The closing would occur 23 days thereafter, or November 8, 4 2023, unless the parties mutually agree to an extension. The seller and city have agreed to equally divide the seller's broker fee of $11,000. The proposed purchase agreement with these material terms is attached as Attachment B.
Environmental Analysis
Purchase of the Property is not a “project” subject to CEQA as the purchase of land without a commitment to a development plan will not directly or indirectly result in physical changes to the environment. Should the property be developed, it would be categorically exempt as both infill development less than 5 acres (CEQA Guidelines § 15332, Class 32) and if developed for affordable housing/transitional housing per the criteria in CEQA Guidelines § 15194.
STRATEGIC PLAN:
Operational Excellence
Goal: Provide excellent service to the community in a cost-effective manner with an engaged workforce with a focus on continuous improvement and outstanding customer service.
1. Develop a strategy and position around housing/homeless with Council.
2. Establish permanent facility for transitional housing.
This acquisition of property will help leverage the opportunity to expand services and transition housing for those experiencing homelessness.
FISCAL IMPACTS:
The purchase of the property would require expenditure of $550,000.00 from the Affordable Housing Trust Fund, which is funded by Affordable Housing In-lieu payments. Should the property be sold or developed for any other use than one permitted for Affordable Housing Trust Fund monies, the funds will be returned to the Affordable Housing Trust Fund.
The $15,000 earnest money payment to enter into escrow will be drawn from the Economic Development Professional Contractual Services (GL100-5-3002-209). Staff will return at a later time to request an allocation of the full property purchase amount.
OPTIONS:
As an alternative to staff's recommendation, the City Council may:
(1) Direct Staff to incorporate specific material terms in the agreement, including renegotiating the purchase price.
(2) Provide other direction, as desirable.
ATTACHMENTS:
ATTACHMENT_A_-_Reso. No. 7485 Approving PSA
ATTACHMENT B_ PSA 1435 E. Harvard.pdf
ATTACHMENT C_ Property Report
5 65283.00005\41647729.2
ATTACHMENT A:
Resolution No. 7485
Property Acquisition
6 65283.00005\41647729.2
RESOLUTION NO. 7485
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA PAULA
AUTHORIZING THE PURCHASE AND ACCEPTANCE OF REAL PROPERTY LOCATED AT 1435 EAST HARVARD BOULEVARD
The City Council of the City of Santa Paula does resolve as follows:
SECTION 1: Findings. The City Council finds and declares as follows:
A. The City of Santa Paula has interest in purchasing real property located at 1435 East Harvard Boulevard (APN No. 101026014) (the “Property”).
B. The City has identified the Property as suitable for the development of affordable/transitional housing and wishes to acquire the Property in order to further the City's General Plan priority of preserving and enhancing the supply of affordable housing.
C. The Property owner Buck Drew has signed a Purchase and Sale Agreement (the "Agreement") , pursuant to which Buck Drew will sell the Property to the City upon all terms and conditions set forth in the Agreement, for $550,000 (the "Purchase Price").
D. The City of Santa Paula will provide earnest money of $15,000 which will be applied toward the Purchase Price at closing.
E. The purchase of the Property is in conformity with the City’s General Plan and the City Council Strategic Goals in that it will allow the city to leverage property in a strategy and position to address housing/homeless by establishing a facility for transitional housing and further addressing the affordable housing needs. In addition, it will help leverage the opportunity to expand services and transition housing for those experiencing homelessness.
SECTION 2: Consistency with the Use of Affordable Housing Trust Funds. The City Council determines that the use of Affordable Housing Trust Funds for purchase of the Property is consistent with the intended use of the funds as the intent is to utilize the property for affordable/transitional housing.
SECTION 3: Authorization. Pursuant to Government Code Section 27281, the City Manager, or designee, is authorized to accept the Property and to take all steps needed to purchase the Property including, without limitation, executing a Purchase and Sale Agreement, substantively in the form presented to City Council at its October 9, 2023 Special Meeting, and any other documents required for acquiring the Property on the City’s behalf.
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SECTION 4: Environmental Assessment. In accordance with CEQA Guidelines, purchase of the Property is not a “project” as the purchase of land without a commitment to a development plan will not directly or indirectly result in physical changes to the environment. Should the property be developed, it would be categorically exempt as both infill development less than 5 acres (CEQA Guidelines § 15332, Class 32) and if developed for affordable housing/transitional housing per the criteria in CEQA Guidelines § 15194.
SECTION 5: Prior Resolution Rescinded. Prior Resolution No. 7481 adopted on September 19, 2023 is hereby rescinded and superseded by this Resolution No. 7485.
SECTION 6: Certification. The City Clerk shall attest and certify to the passage and adoption of this Resolution and it should become effective immediately upon its approval.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Santa Paula this ____ day of October 2023
____________________________
Andy Sobel, Mayor
Attest:
____________________________
Julie Latshaw, City Clerk
Approved as to form:
______________________________
Monica Castillo, Interim City Attorney
Approved as to content:
_____________________________
Dan Singer, City Manager
8 65283.00005\41647729.2
STATE OF CALIFORNIA COUNTY OF VENTURA CITY OF SANTA PAULA I, _________________, Julie Latshaw, CITY CLERK of the City of Santa Paula do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council of the City of Santa Paula held on the ____ day of October 2023 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Santa Paula, California this ____ day of October 2023
__________________________
Julie Latshaw, City Clerk
9 65283.00005\41703514.1
1 PURCHASE AND SALE AGREEMENT
1435 East Harvard Boulevard,
Santa Paula, California
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1057
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2 PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”) is made as of October 9, 2023 (the “Effective Date”), between Buck Adam Drew, an individual (“Seller”), and the City of Santa Paula, a California municipal corporation (“Buyer”).
ARTICLE 1. AGREEMENT OF SALE.
Subject to and on the terms and conditions of this Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller all of the following (collectively, the “Property”):
1.1 Land. The real property which is more particularly described in Exhibit A, together with (a) all privileges, rights, easements and appurtenances belonging to the real property, including without limitation all minerals, oil, gas and other hydrocarbon substances on and under the real property, (b) all development rights, air rights, water, water rights and water stock relating to the real property, and (c) all right, title and interest of Seller in and to any streets, alleys, passages, other easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with such real property, before or after the vacation thereof (collectively, the “Land”);
1.2 Improvements. Any and all systems, facilities, fixtures, and parking areas located on the Land and other improvements located upon the Land, including, but not limited to, fence improvements and property known as the “Triangle Property” located at 1435 East Harvard Boulevard, Santa Paula, California (collectively, the “Improvements”). The Land and the Improvements are sometimes collectively referred to in this Agreement as the “Property”.
1.3 Personal Property. All of Seller’s right, title and interest in and to any personal property located within or used in connection with the Property, including, without limitation, that described in the Personal Property Inventory attached hereto as Exhibit B (collectively, the “Personal Property”).
1.4 Service Contracts. Those Service Contracts (defined in Section 5.7) which Buyer expressly agrees to assume; and
1.5 Other Assets. To the extent owned by Seller, all tangible and intangible assets of any nature relating to the Property or the Personal Property, including without limitation (a) all warranties upon the Improvements or Personal Property, to the full extent such warranties are assignable, (b) copies of all plans, specifications, engineering drawings and prints relating to the construction of the Improvements, (c) all license agreements, copyrights, logos, designs, trademarks, trade names, service marks and all goodwill associated with the Property, (d) all other intellectual or intangible property used by Seller in connection with the Property; and (e) all claims and causes of action arising out of or in connection with the Property.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1158
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3 ARTICLE 2. PURCHASE PRICE.
2.1 Amount. The purchase price (the “Purchase Price”) for the Property shall be $550,000,000, inclusive of the Broker Commission defined in Section 11.15 payable at Closing.
2.2 Earnest Money Payment/Purchase Price. No later than 4 pm on October 9, 2023, Buyer shall pay Seller $15,000.00 as consideration to for this Agreement (the “Earnest Money Payment”). The Earnest Money Payment shall be nonrefundable to Buyer . If the Closing of the transaction contemplated by this transaction occurs, the Earnest Money Payment shall be applied to the Purchase Price at Closing. Buyer shall pay the Purchase Price to Seller through escrow at the Closing described in Section 9.1. On or before the Closing Date (as defined below), Buyer shall deposit into Escrow the Purchase Price, subject to adjustment by reason of any applicable prorations and the allocation of closing costs described below. The Earnest Money Payment and Purchase Price shall be made by wire transfer of federal funds, cashiers check or in another immediately available form.
ARTICLE 3. DUE DILIGENCE.
3.1 Due Diligence Period; Inspection and Access.
3.1.1 Due Diligence Period. The “Due Diligence Period” means the seven-day (7-day) period beginning on the Effective Date and ending at 5:00 p.m. on the seventh day.
3.1.2 Access to Information and the Property. Buyer shall conduct its investigation of the Property during the Due Diligence Period at no cost to Seller. This investigation (“Due Diligence Investigation”) may include, at Buyer’s option: a physical inspection of the Land and all Improvements thereon, including soil, geological and other tests, engineering evaluations of the other systems in the Improvements and review of the Plans; review of all governmental matters affecting the Property, including zoning, environmental and building permit and occupancy matters; review and verification of all financial and other information previously provided by Seller relating to the operation of the Property; review of the condition of title to the Property; and review of such other matters pertaining to an investment in the Property as Buyer deems advisable. In addition to the Preliminary Documents delivered to Buyer pursuant to Section 3.2, Buyer and its representatives shall have the right of access during reasonable business hours to all files, books and records maintained by Seller or its agents (including, without limitation, all of the Additional Documents to be made available to Buyer at the Property pursuant to Section 3.3), wherever located, relating to the Property, including the right to copy the same. Buyer and its representatives shall also have the right of access to the Property during reasonable business hours to conduct its investigation of the physical condition of the Property. Seller agrees that the rights granted to Buyer herein and the results of its Due Diligence Investigation shall not relieve Seller of any obligations Seller may have under any other provisions of this Agreement, or under other documents entered into concurrently herewith, or implied by law, nor shall they constitute a waiver by Buyer of the right to enforce any of the same. Seller shall cooperate with Buyer in its due diligence activities and provide access to the Property, its records, or provide information so long as it is within Seller’s control.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1259
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4 3.2 Delivery of Preliminary Documents. Within 5 business days after the Effective Date, Seller shall deliver to Buyer, at Seller’s expense, all of the documents described in the remaining subsections of this Section 3.2 (collectively, the “Preliminary Documents”) in Seller’s possession or control.
3.2.1 Title Report and Survey. A preliminary title report or commitment for title insurance (the “Preliminary Title Report”), dated no earlier than 10 days before the Effective Date, covering the Property and issued by a title insurance company or companies acceptable to Buyer (the “Title Company”), together with a legible copy of each document, map and survey referred to in the Preliminary Title Report. Buyer, at Buyer’s sole cost, may obtain an as-built survey of the Property (the “Survey”) prepared by a certified land surveyor in accordance with the most recent American Land Title Association (ALTA) standards, certified by such surveyor to Buyer and the Title Company in a form acceptable to the Title Company for the purpose of deleting any survey exception from the Title Policy described in Section 4.1.3.
3.2.2 Natural Hazards Report. A complete Commercial Natural Hazards Environment Report for the Property.
3.2.3 Known Property Conditions Statement. Seller’s statement of known conditions on the Property.
3.2.4 Additional Requested Documents and Information. From and after the Closing Date, Seller agrees to provide other documents and information concerning the Property as Buyer may reasonably request (the “Additional Documents”). The Additional Documents may include copies of all as-built plans and specifications for improvements, including without limitation the plans and specifications for and a complete description of all existing renovations and improvements to the Property and all rentable space therein, and as-built drawings for all underground utilities (collectively, the “Plans”), together with a certificate from an architect approved by Buyer certifying to Buyer that the improvements were constructed and completed in accordance with the Plans.
3.3 Approval/Disapproval of Due Diligence Investigations. Buyer shall approve or disapprove the results of Buyer’s Due Diligence Investigation, in the exercise of Buyer’s sole discretion, by written notice delivered to Seller no later than the expiration of the Due Diligence Period. Buyer’s disapproval shall terminate this Agreement unless, at the time Buyer gives notice of its disapproval, Buyer also notifies Seller of Buyer’s desire to enter into negotiations with Seller for the purpose of reaching an accommodation concerning the disapproval. If Buyer so notifies Seller and the parties have not reached a written agreement satisfactory to both of them regarding the disapproval within 10 days after the date of the disapproval notice, Buyer, at its option, may either (a) elect to terminate this Agreement by so notifying Seller and recover the Earnest Money Payment, or (b) elect to proceed with the transactions contemplated by this Agreement notwithstanding its earlier disapproval. If Buyer fails to deliver to Seller notice of its approval or disapproval of the results of its Due Diligence Investigation, Buyer shall be deemed to have approved such results. If Buyer elects to terminate the Agreement, Buyer shall return to Seller all of the Preliminary Documents previously delivered by Seller to Buyer within 5 business days of such termination.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1360
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5 3.4 Title Review.
3.4.1 Monetary Liens. At its expense, Seller shall remove all liens on the Property at or prior to the Closing Date (collectively, “Monetary Liens”): (i) all delinquent taxes, bonds and assessments and interest and penalties thereon (it being agreed that Seller shall not be required to remove any non-delinquent taxes and assessments imposed by any governmental agency that are paid with the property taxes for the Property); and (ii) all other monetary liens, including without limitation all those shown on the Preliminary Title Report (including judgment and mechanics’ liens, whether or not liquidated, and mortgages and deeds of trust, with Seller being fully responsible for any fees or penalties incurred in connection therewith).
3.4.2 Approval/Disapproval of Title Review. Buyer shall approve or disapprove of the Preliminary Title Report, the Survey and any exceptions to title shown thereon (other than the Monetary Liens) in the exercise of Buyer’s sole discretion, by the expiration of the Due Diligence Period. If Buyer disapproves, Buyer may either (a) terminate this Agreement by giving Seller written notice of termination or (b) give Seller a written notice (“Disapproval Notice”) identifying the disapproved title matters (“Disapproved Title Matters”). With respect to any Disapproved Title Matters, other than the Monetary Liens, Seller shall notify Buyer in writing within 5 days after Seller’s receipt of the Disapproval Notice whether Seller will cause the Disapproved Title Matters to be removed or cured at or prior to Closing. If Seller elects not to remove or cure all Disapproved Title Matters, Buyer may, at its option: (i) subject to satisfaction of the other conditions to Closing, close the purchase of the Property and take title subject to the Disapproved Title Matters which Seller elects not to remove or cure; or (ii) terminate this Agreement in accordance with Section 9.6.1.
3.4.3 Buyer’s Options. If any Disapproved Title Matters (including the Monetary Liens) have not been removed at least 5 days prior to Closing or provision for their removal at the Closing has not been made to Buyer’s satisfaction, Buyer may, at its option: (i) close the purchase of the Property and take title subject to the Disapproved Title Matters which have not been removed; (ii) close the purchase of the Property and cure or remove the Disapproved Title Matters which have not been removed; or (iii) terminate this Agreement in accordance with Section 9.6.1.
3.4.4 Failure to Disapprove. If Buyer fails to notify Seller of its approval or disapproval of the Preliminary Title Report, the Survey or the exceptions shown thereon by the end of the Due Diligence Period, then Buyer shall be deemed to have approved the same.
ARTICLE 4. CONDITIONS PRECEDENT.
4.1 Buyer’s Conditions. Buyer’s obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.1 on or before the expiration of the Due Diligence Period, unless expressly stated otherwise. Each condition may be waived in whole or in part by Buyer by written notice to Seller.
4.1.1 Due Diligence. Buyer having approved of the results of its Due Diligence Investigation pursuant to Section 3.4;
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1461
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6 4.1.2 Title Review. Buyer having approved of the results of its review of title pursuant to Section 3.5.
4.1.3 Title Policy. Seller having caused the Title Company to deliver to Buyer (a) a CLTA Owner’s policy of title insurance, provided that Buyer may require an ALTA Owner’s Policy if Buyer pays the incremental premium for ALTA coverage (“Title Policy”) (or at Buyer’s election a binder therefor) for the Property, or (b) the Title Company’s irrevocable commitment to issue such policy of title insurance, (including such coinsurance, reinsurance and endorsements as Buyer shall require), with liability equal to the Purchase Price showing fee title to the Property vested in Buyer and subject only to: (i) the matters and exceptions which were approved by Buyer pursuant to Section 3.5; and (ii) the standard printed exceptions in the form of title policy called for (collectively, “Conditions of Title”).
4.1.4 Performance of Covenants. Seller performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at the Closing.
4.1.5 Representations and Warranties. The representations and warranties of Seller set forth in Article 5 being true and accurate on the Closing Date, as if made on such date.
4.1.6 Non-Foreign Certification. Seller having executed and delivered to Buyer on or prior to the Closing Date a certification (the “Non-Foreign Certification”), substantially in the form of Exhibit C.
4.1.7 California Certification. Seller having furnished the residency certification required pursuant to Sections 18805 and 26131 of the California Revenue and Taxation Code (“Form 593”) or having authorized Escrow Holder in writing to withhold from the Purchase Price the amounts required to be withheld by such Sections.
4.2 Seller’s Conditions. Seller’s obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.2 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or part by Seller by written notice to Buyer.
4.2.1 Covenants. Buyer performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Buyer prior to or at the Closing.
4.2.2 Representations and Warranties. The representations of Buyer set forth in Article 6 being true and accurate on the Closing Date, as if made on such date.
ARTICLE 5. SELLER’S REPRESENTATIONS AND WARRANTIES.
Subject to the Disclaimer of Warranties contained in Section 5.19 and only to the extent they do not contradict the Preliminary Documents, Seller hereby makes the following representations and warranties to Buyer with the understanding that each such representation and warranty is material and is being relied upon by Buyer:
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1562
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7 5.1 Defects. The Improvements and the Personal Property are in good condition and repair and are free of any latent or patent design, construction, physical or mechanical defects and there is no actual or threatened settlement, earth movement, termite infestation or damage affecting the Property.
5.2 Compliance. The Property, and the operation thereof, are in compliance with all applicable laws, ordinances, rules, regulations, judgments, orders, covenants, conditions, restrictions, whether federal, state, local, foreign or private, and Seller has not received any notice of any violation of the same. Seller has not received any request either formal or informal, oral or written, that Seller modify or terminate any use of the Property. The zoning of the Property permits the current Improvements and use of the Property, and, there is no pending or to Seller’s knowledge, contemplated rezoning. The Property complies with all applicable subdivision laws and all local ordinances enacted thereunder and no subdivision or parcel map not already obtained is required to transfer the Property to Buyer.
5.3 Documents. All of the Preliminary Documents which have been delivered or made available to Buyer pursuant to Article 3, and all other documents delivered to Buyer by or on behalf of Seller (a) are true, correct and complete copies of what they purport to be, (b) represent truly the factual matters stated therein, (c) are in full force and effect, (d) have not been modified, except as set forth therein and (e) do not omit any information required to make the submission thereof accurate and complete in all material respects.
5.4 Taxes and Condemnation. There are no presently pending or contemplated special taxes or assessments which will affect the Property. There are no presently pending or, to Seller’s knowledge, contemplated proceedings to condemn or demolish the Property or any part of it.
5.5 Utilities. All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by law or by the normal operation of the Property, are (a) installed to the property lines of the Property, (b) connected to the Property, (c) adequate to service the Property in its present use and to permit full compliance with all requirements of law and normal usage by the occupants of the Property and (d) in good working order and repair. All such utilities and storm and sanitary sewers required for the operation of the Property enter the Land through adjoining public streets or through adjoining private land in accordance with valid public or private easements that will inure to the benefit of Buyer.
5.6 Licenses. Seller has all required licenses, permits (including, without limitation, all building permits and occupancy permits), easements and rights-of-way which are required in order to continue the present use of the Property. Seller has no knowledge of any law or regulation of any governmental authority having jurisdiction which might require the Property to be improved beyond its present state or which might restrict the use and enjoyment of the Property in the manner it is presently being used and enjoyed.
5.7 Contracts/Leases/Occupancy Rights. Seller has informed Buyer of any contracts entered into by Seller or its property manager or leasing agent relating to the management, maintenance, leasing or operation of the Property (“Service Contracts”). Except for the Service Contracts, there are no agreements or other obligations to which Seller is party or, to Seller’s DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1663
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8 knowledge, by which it or the Property is bound which may affect the current use of the Property, nor are there any current leases, occupancy or operating agreements in force. No party has a right to occupancy, tenancy, or a license to use or enter the Property. Seller has fully performed all the obligations required to be performed by Seller under the Service Contracts, and to Seller’s knowledge, the other parties to the same are not in default thereunder. There are no collective bargaining agreements, other union contracts of any nature, pension plans or other benefit plans of any nature in existence to which Seller is a party and which affect the Property or the operation thereof.
5.8 Litigation. There are no actions, suits, proceedings, judgments, orders, decrees or governmental investigations pending or threatened against the Property or Seller which could affect the Property or the purchase, use or enjoyment thereof by Buyer.
5.9 Agreements with Governmental Authorities. There are no agreements with governmental authorities, agencies, utilities or quasi-governmental entities which affect the Property except those agreements which are identified in the Preliminary Title Report and those matters which are disclosed by the Survey.
5.10 Hazardous Materials.
5.10.1 Definitions. For purposes of this Agreement:
(a) “Environmental Law(s)” means the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et. seq., the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., the Clean Water Act, 33 U.S.C. Sections 1251 et seq., [The Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. H&S Code Sections 25249.5-25249.13), the Carpenter-Preseley-Tanner Hazardous Substance Account Act (Cal.
H&S Code Sections 25300 et seq.), and the California Water Code Sections 1300, et seq.], as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, cleanup, transportation or Release or threatened Release into the environment of Hazardous Material. (b) “Hazardous Material” means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials or (viii) radioactive materials. (c) “Release” means any spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, dumping or disposing into the environment of any Hazardous Material (including the abandonment or discarding of barrels, containers, and other receptacles containing any Hazardous Material).
5.10.2 Representations.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1764
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9 (a) The Property and all existing uses and conditions of the Property are in compliance with all Environmental Laws, and Seller has not received any written notice of violation issued pursuant to any Environmental Law with respect to the Property or any use or condition thereof.
(b) Neither Seller nor any other present or former owner of the Property has used, handled, stored, transported, released or disposed of any Hazardous Material on, under or from the Property in violation of any Environmental Law. (c) There is no Release of any Hazardous Material existing on, beneath or from or in the surface or ground water associated with the Property. (d) All required permits, licenses and other authorizations required by or issued pursuant to any Environmental Law for the ownership or operation of the Property by Seller have been obtained and are presently maintained in full force and effect. (e) There exists no writ, injunction, decree, order or judgment outstanding, nor any lawsuit, claim, proceeding, citation, directive, summons or investigation pending or, to Seller’s knowledge, threatened pursuant to any Environmental Law relating to (i) the ownership, occupancy or use of any portion of the Property by Seller or occupant or user of any portion of the Property or any former owner of any portion of the Property, (ii) any alleged violation of any Environmental Law by Seller or occupant or user of any portion of the Property or any former owner of any portion of the Property or (iii) the suspected presence, Release or threatened Release of any Hazardous Material on, under, in or from any portion of the Property. (f) There are no above-ground or underground tanks located on the Property used or formerly used for the purpose of storing any Hazardous Material. (g) No asbestos abatement or remediation work has been performed on the Property.
(h) There is no PCB-containing equipment or PCB-containing material located on or in the Property.
5.11 Title to the Property. Seller has good and marketable title to the Property, subject to the Conditions of Title. There are no outstanding rights of first refusal or first look, options to purchase, rights of reverter, or claim of right relating to the transfer or sale of the Property or any interest therein. To Seller’s knowledge, there are no unrecorded or undisclosed documents or other matters which affect title to the Property. No person holding a security interest in the Property or any part thereof has the right to consent or deny consent to the sale of the Property as contemplated herein, and Seller has the right to pay off such person and to remove all such liens as of the Closing Date. Seller has enjoyed the continuous and uninterrupted quiet possession, use and operation of the Property.
5.12 Seller’s Authority. Seller has the requisite power and authority to own and operate the Property and conduct its business where the same is now owned or operated. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary action and proceedings, and no further action or authorization is DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1865
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10 necessary on the part of Seller (or its board of directors or shareholders) in order to consummate the transactions contemplated herein. This Agreement and the other documents executed by Seller in connection herewith are legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement by Seller, nor performance of any of its obligations hereunder, nor consummation of the transactions contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Seller was organized, or any indenture, mortgage, deed of trust, agreement, undertaking, instrument or document to which Seller or any affiliate thereof is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Seller.
5.13 Parking. Seller has received no written notice from any governmental agency that the parking spaces on the Property are in violation of law.
5.14 Zoning. Seller has received no written notice from any governmental agency that the Property is not in compliance with zoning requirements and laws.
5.15 Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code.
5.16 No Employees. There are no on-site employees of Seller at the Property. Buyer shall have no obligation to employ any individual employed by Seller or its affiliates in connection with the Property.
5.17 Inspections. Seller has provided to Buyer a written report that accurately describes (a) all inspections of the Property by any governmental agency or insurance company occurring within three (3) years prior to the Effective Date, (b) all matters which were noted by such governmental agency or insurance company as requiring correction, requesting or recommending modifications or termination of uses of the Property and (c) the present status of each such noted matter.
5.18 Misstatements and Omissions. Neither the representations and warranties made by Seller in this Article 5 nor elsewhere in this Agreement contain any untrue statement or any omission of a material fact. Seller has no documents in its possession, nor has any knowledge, that omits material facts related to the property or which would contradict or negate any of its representations contained in this Agreement.
5.19 Disclaimer of Warranties; “AS IS” Purchase. Buyer acknowledges that it will have had an opportunity to conduct its Due Diligence Investigation of the Property and will acquire the Property in its current condition based thereon. Buyer acknowledges and agrees that the Property is to be conveyed by Seller to Buyer “as is, with all faults,” and substantially in its current condition. Buyer further acknowledges and agrees that, except for the representations and warranties by Seller set forth in this Section 5, the sale of the Property to Buyer is made without any warranty or representation of any kind by Seller, either express or implied or arising by operation of law, and Seller shall have no liability with respect to the nature, value, uses, habitability, merchantability, suitability, condition, design, operation, rents, financial condition DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1966
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11 or prospects, fitness for purpose or use, or the manner, construction, condition or state of repair or lack of repair of the improvements of the Property (or any part thereof), or any other aspect, portion or component of the Property whatsoever, it being specifically understood and agreed that Buyer shall have full opportunity, during the Due Diligence Investigation, to determine for itself the condition of the Property.
Buyer’s Initials:_________
ARTICLE 6. BUYER’S REPRESENTATIONS AND WARRANTIES.
Buyer makes the following representation and warranties to Seller with the understanding that each such representation and warranty is material and is being relied upon by Seller:
6.1 Buyer’s Authority. The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary action and proceedings, and no further action or authorization is necessary on the part of Buyer in order to consummate the transactions contemplated herein.
6.2 No Conflict. Neither the execution nor delivery of this Agreement by Buyer, nor performance of any of its obligations hereunder, nor consummation of the transactions contemplated herein conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Buyer was organized, or any agreement to which Buyer is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Buyer.
ARTICLE 7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION.
7.1 Survival of Warranties. Buyer and Seller agree that each representation and warranty, covenant by the respective parties contained herein or made in writing pursuant to this Agreement are intended to and shall be deemed made as of the date of this Agreement or such writing and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing.
7.2 Notice of Changed Circumstances. If either party becomes aware of any fact or circumstances which would render false or misleading a representation or warranty made by such party, then it shall immediately give notice of such fact or circumstance to the other party, but such notice shall not relieve any party of any liabilities or obligations with respect to any representation or warranty.
7.3 Indemnification.
7.3.1 Seller’s Indemnity. Seller’s obligations pursuant to this Section 7.3.1 shall survive the Closing. Seller at its sole cost and expense hereby agrees to indemnify, defend (with counsel acceptable to Buyer), protect and hold harmless Buyer, from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2067
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12 proceedings and orders, judgments, remedial action and compliance requirements, enforcement and clean-up actions of any kind, and all costs and expenses incurred in connection therewith, including, without limitation, actual attorneys’ fees and costs of defense and costs and expenses of all experts and consultants (collectively, the “Losses), arising directly or indirectly, in whole or in part, out of any one or more of the following:
(a) the breach or alleged breach of any covenant of Seller contained in this Agreement or the inaccuracy or alleged inaccuracy of any representation or warranty of Seller contained in this Agreement;
(b) Seller’s ownership of the Property or the operation of the Property prior to the Closing Date; or
(c) the presence on, in or under the Property of any Hazardous Material on or before the Closing Date, any Release of any Hazardous Material, on, under or from the Property prior to the Closing Date or the use, generation, manufacturing, production, handling, storage, transport, discharge or disposal of any such Hazardous Materials on or before the Closing Date, from, under or about the Property, irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Law or other applicable laws, regulations, codes and ordinances. The indemnity contained in this paragraph (c) shall further apply, without limitation, to: (i) all residual contamination and contamination affecting any natural resources; (ii) all consequential damages; (iii) the costs of any required remediation or removal work on the Property, including, without limitation: (A) costs of remediation or removal incurred by the United States Government or the State or any other person; and (B) fines or penalties which arise from the provisions of any statute, state or federal; and (iv) liability for personal injury or property damage arising under any statutory or common-law tort theory, including damages assessed for the maintenance of a public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity. (d) from the provisions of any statute, state or federal; and (iv) liability for personal injury or property damage arising under any statutory or common-law tort theory, including damages assessed for the maintenance of a public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity.
ARTICLE 8. SELLER’S PRECLOSING COVENANTS.
Seller shall comply with the covenants contained in this Article 8 from the Effective Date through the Closing Date unless Buyer consents otherwise in writing. Buyer may grant or withhold any such consent requested by Seller in Buyer’s sole discretion.
8.1 Contracts and Documents. Seller shall not, without Buyer’s approval, not to be unreasonably withheld or delayed, (a) amend or waive any right under any Service Contract, Preliminary Document or Additional Document, or (b) enter into any material agreement of any type affecting the Property that would survive the Closing Date.
8.2 Insurance. Seller shall maintain or cause to be maintained in full force and effect its present insurance policies for the Property.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2168
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13 8.3 Compliance with Obligations. Seller shall fully and timely comply with all obligations to be performed by it under the Service Contracts, the other Preliminary Documents, the Conditions of Title and all permits, licenses, approvals and laws, regulations and orders applicable to the Property.
8.4 No Transfers. Seller shall not sell, encumber or otherwise transfer any interest in all or any portion of the Property, or agree to do so.
8.5 Termination of Contracts. Seller at its sole cost and expense shall terminate all of the Service Contracts described in Section 5.7 at or before the Closing Date, except for those contracts which Buyer expressly agrees to assume and which are actually assumed by Buyer pursuant to Section 9.3.3.
8.6 Maintenance. At its sole cost and expense, Seller shall operate and maintain the Property such that on the Closing Date the Property shall be in at least as good a condition and repair as on the Effective Date, reasonable wear and tear excepted. Without limiting the generality of the foregoing, Seller shall, at a minimum, spend such amounts for repair and maintenance as are consistent with its prior practice. Seller shall promptly advise Buyer of any significant repair or improvement required to keep the Property in such condition. Seller shall not make any material alterations to the Property, or remove any of the Personal Property therefrom, without Buyer’s prior consent, unless such Personal Property so removed is simultaneously replaced with new Personal Property of similar quality and utility.
8.7 Best Efforts. Seller shall use its best efforts to cause the conditions set forth in Section 4.1 to be satisfied by the Closing Date, and Seller shall not take or permit any action that would result in any of the representations and warranties set forth in Article 5 becoming false or incorrect.
ARTICLE 9. CLOSING.
9.1 Time. Provided all conditions set forth in Article 4 have been either satisfied or waived, the parties shall close this transaction (the “Closing”) no later than 30 days after Escrow opens, or November 8, 2023 (the “Closing Date”), as such date may be extended by the provisions of Article 10. The Parties shall open Escrow no later than October 9, 2023.
9.2 Escrow. This Article 9, together with such additional instructions as Lawyers Title, Title Company, Attention: Noel Palacio, 2751 Park View Court, Suite 241, Oxnard, California, 93036 (“Escrow Holder”), shall reasonably request and the parties shall agree to, shall constitute the escrow instructions to Escrow Holder. If there is any inconsistency between this Agreement and the Escrow Holder’s additional escrow instructions, this Agreement shall control unless the intent to amend this Agreement is clearly stated in said additional instructions.
Buyer and Seller shall cause Escrow Holder to execute and deliver a counterpart of this Agreement to each of them. If the Title Company does not serve as the Escrow Holder, the Title Company shall provide a letter to Buyer, in form and content acceptable to Buyer, pursuant to which the Title Company accepts responsibility and liability for the acts and omissions of Escrow Holder in discharging Escrow Holder’s obligations hereunder, including, without limitation, any acts or omissions of Escrow Holder relating to the Title Company’s commitment DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2269
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14 to issue the Title Policy, the receipt, recordation or delivery of any documents placed into escrow, and the receipt and disbursement of any funds placed into escrow.
9.3 Seller’s Deposit of Documents and Funds Into Escrow. Seller shall deposit into escrow on or before Closing the following documents:
9.3.1 A duly executed and acknowledged grant deed, in the form acceptable to Buyer, conveying the Property to Buyer (“Grant Deed”) in the form attached as Exhibit F;
9.3.2 A duly executed bill of sale, in the form of Exhibit D, conveying the Personal Property, if any, to Buyer free and clear of liens, encumbrances and restrictions (“Bill of Sale”);
9.3.3 To the extent applicable, a duly executed assignment, in the form of Exhibit E, assigning to Buyer all of Seller’s interest (a) in the Plans, (b) in all warranties of which Seller is the beneficiary with respect to the Property, (c) in all intangible assets of the Property, and (d) in the Service Contracts which Buyer has elected to assume (the “General Assignment”);
9.3.4 The originals (or copies if originals are unavailable) of the Service Contracts Buyer has elected to assume, if any, and estoppel certificates from the other parties to such Service Contracts in form and substance satisfactory to Buyer;
9.3.5 All costs of Closing, including, but not limited to, the CLTA increment of the premium for the Title Policy, recording fees (if any), transfer taxes (if any) and fees, one-half of the escrow fees, sales tax and any other costs of Closing customarily paid by sellers of real property, plus or minus prorations as provided in Section 9.8; provided that, subject to Section
9.6, Buyer and Seller shall bear their own attorneys’ fees and costs in connection with the negotiation and preparation of this Agreement and the transactions completed by this Agreement;
9.3.6 Seller’s Non-foreign Certification;
9.3.7 All records and files relating to the management or operation of the Property, including, without limitation, property tax bills, insurance, and property taxes; and
9.3.8 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement.
9.3.9 Assignment and Assumption of Leases, if applicable;
9.3.10 Form 593;
9.3.11 To the extent there are tenants, notice letter to tenants regarding new owner and addresses for payment of rent payment (“Tenant Notice Letter”).
9.4 Deliveries Outside of Escrow. Notwithstanding Section 9.3, Seller and Buyer may elect to deliver the documents described in Section 9.3 outside of escrow (other than DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2370
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15 documents which are to be recorded) by giving Escrow Holder a joint written notice of such election, specifying the documents which will be so delivered outside of escrow. Upon receipt of such notice, Escrow Holder shall have no further obligation concerning such specified documents.
9.5 Buyer’s Deposit of Documents and Funds. Buyer shall deposit into escrow:
9.5.1 The Purchase Price in accordance with the provisions of Article 2, plus or minus prorations as provided in Section 9.8, by electronic transfer of federal funds to Escrow Holder, on or before the Closing Date; and
9.5.2 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement.
9.6 Default, Termination and Remedies.
9.6.1 Buyer’s Termination. This Agreement shall automatically terminate without further notice or action by Buyer upon the occurrence of any of the following events, provided that Buyer is not then in material breach of this Agreement: (a) any condition to Closing contained in Section 4.1 has not been satisfied or waived by Buyer by the Closing Date; or (b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.4 (disapproval of Due Diligence Investigation), Section 3.5 (disapproval of title) or Article 10 (damage or condemnation). In such event, the parties shall have no further obligation to each other except for those obligations that specifically survive the termination of this Agreement. If this Agreement terminates as a result of Seller’s material breach of this Agreement, Buyer shall have all remedies it may have hereunder or at law as a result of such occurrence, including the remedy of specific performance.
9.6.2 Seller’s Termination. Provided that Seller is not then in material breach of this Agreement, this Agreement shall automatically terminate without further notice or action by Seller if any condition to Closing contained in Section 4.2 has not been satisfied or waived by Seller by the Closing Date.
9.6.3 Release from Escrow. Upon termination of this Agreement pursuant to Section 9.6.1 or 9.6.2, Escrow Holder shall promptly return to Buyer and Seller, respectively, all documents and monies deposited by them into escrow without prejudice to their rights and remedies hereunder.
9.6.4 Remedies.
(a) Buyer’s Remedies. If Seller breaches this Agreement, Buyer shall be entitled to pursue all remedies permitted herein and by law, including the remedy of specific performance. No termination of the escrow by Buyer following a breach by Seller shall be deemed to waive such breach or any remedy otherwise available to Buyer. (b) Seller’s Remedies/Liquidated Damages. IF BEFORE THE CLOSE OF ESCROW BUYER FAILS TO COMPLY WITH OR PERFORM BUYER’S DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2471
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16 OBLIGATIONS UNDER THIS AGREEMENT AND (EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 9.6) DOES NOT CURE SUCH FAILURE WITHIN TEN BUSINESS DAYS AFTER SELLER’S WRITTEN NOTICE OF SUCH FAILURE, THEN SELLER MAY THEREAFTER: (I) TERMINATE THIS AGREEMENT; (II) RECEIVE AND RETAIN THE
EARNEST MONEY PAYMENT AS LIQUIDATED DAMAGES IF SUCH DEFAULT OCCURS AFTER BUYER’S APPROVAL PERIOD; AND (III) EXERCISE THE OTHER
RIGHTS AND REMEDIES RESERVED BY SELLER AS PROVIDED IN THIS PARAGRAPH. IN THE EVENT SELLER TERMINATES THIS AGREEMENT BY REASON OF BUYER’S DEFAULT, BUYER AND SELLER SHALL BE RELIEVED OF ANY
FURTHER OBLIGATION TO EACH OTHER WITH RESPECT TO THIS AGREEMENT
AND THE PROPERTY EXCEPT FOR ANY OBLIGATIONS WHICH EXPRESSLY SURVIVE. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY BUYER AND SELLER:
THAT SELLER WILL INCUR SUBSTANTIAL DAMAGES AS A RESULT OF ANY FAILURE BY BUYER TO COMPLY WITH OR PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT; THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL
TO CALCULATE AND ASCERTAIN AS OF THE EFFECTIVE DATE OF THIS
AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IN SUCH EVENT BY SELLER; AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF THE EXTENT TO WHICH SELLER MAY BE DAMAGED BY BUYER’S DEFAULT IN LIGHT OF THE DIFFICULTY THE PARTIES WOULD HAVE IN DETERMINING SELLER’S ACTUAL DAMAGES AS A RESULT OF SUCH DEFAULT BY BUYER.
_________________ _________________
SELLER’S INITIALS BUYER’S INITIALS
(c) Waiver of Specific Performance. SELLER HEREBY WAIVES THE RIGHT TO MAINTAIN AN ACTION FOR SPECIFIC PERFORMANCE OF BUYER’S
OBLIGATION TO PURCHASE THE PROPERTY AND SELLER AGREES THAT SELLER
CAN BE ADEQUATELY COMPENSATED IN MONEY DAMAGES IF BUYER FAILS TO PURCHASE THE PROPERTY IN BREACH OF THIS AGREEMENT. SELLER
ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL
PART OF THE CONSIDERATION BEING GIVEN TO BUYER FOR ENTERING INTO
THIS AGREEMENT AND THAT BUYER WOULD BE UNWILLING TO ENTER INTO THIS AGREEMENT IN THE ABSENCE OF THE PROVISIONS OF THIS PARAGRAPH. _________________ _________________
SELLER’S INITIALS BUYER’S INITIALS
9.7 Closing. When Escrow Holder has received all documents and funds identified in Sections 9.3 and 9.5, has received notification from Buyer and Seller that all conditions to Closing to be satisfied outside of escrow have been satisfied or waived and Title Company is irrevocably committed to issue the Title Policy, then, and only then, Escrow Holder shall:
9.7.1 Record the Grant Deed;
9.7.2 Cause the Title Company to issue the Title Policy to Buyer; DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2572
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17 9.7.3 To the extent not otherwise delivered to Buyer outside of escrow, deliver to Buyer: (a) a conformed copy (showing all recording information thereon) of the Grant Deed; (b) fully executed original counterparts of the Bill of Sale and the General Assignment, if any; and (c) the Seller’s Certificate, the Service Contracts referred to in Section 9.3.6 (if any), and the Non-foreign Certification;
9.7.4 Deliver the Purchase Price (as adjusted pursuant to Section 9.8) to Seller;
9.7.5 Deliver or mail Tenant Notice Letter to tenants for each Lease, if any.
Escrow Holder shall prepare and sign closing statements showing all receipts and disbursements and deliver copies to Buyer and Seller and, if applicable, shall file with the Internal Revenue Service (with copies to Buyer and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code.
9.8 Prorations. Subject to the other provisions of this Section 9.8, all receipts and disbursements of the Property will be prorated as of 11:59 p.m. on the day immediately preceding the Closing Date. Not less than five business days prior to the Closing, Seller shall submit to Buyer for its approval a tentative prorations schedule showing the categories and amounts of all prorations proposed, including all rents and operating expenses. Security deposits shall be credited to Buyer from Seller proceeds. The parties shall agree on a final prorations schedule prior to the Closing and shall deliver the same to Escrow Holder. If following the Closing either party discovers an error in the prorations statement, it shall notify the other party and the parties shall promptly make any adjustment required. The parties agree that any trailing bills that pertain to the Property operations before the Closing Date, which are not available as of Closing, may be presented to Buyer for proration and reimbursement up to forty five (45) days after Closing. Failure to provide any bills by such date shall be a waiver by Seller of such reimbursement and Buyer shall have no further obligation for any such bills and Property expenses. This section 9.8 shall survive closing.
_________
SELLER INITIALS
9.8.1 Capital Expenditures and Accounts Payable. All capital and other improvements (including labor and material) which have been performed or contracted for, by or on behalf of Seller prior to the Closing Date, and all sums due for accounts payable which have been incurred with respect to the Property prior to the Closing Date shall be paid by Seller and shall be subject to the indemnification provisions of Section 7.3. Buyer shall furnish to Seller for payment any bills for such period received after the Closing Date, and Buyer shall have no further obligation with respect thereto.
9.8.2 Property Taxes. General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs shall not be prorated between Seller and Buyer in Escrow.
Upon recordation of the Grant Deed, Buyer will request cancellation of the real property taxes for the Property pursuant to California Revenue and Taxation Code Section 4986. If current taxes DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2673
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18 have not yet been paid as of the Closing Date, then at Closing Seller shall pay through Escrow or out of Seller’s proceeds, the full amount of the installment applicable for the period in which Closing occurs. Seller shall be entitled to a refund of any excess payment made to the taxing authority on account of the Property, including any taxes paid by Seller and applicable to any period from and after the Closing Date. The taxing authority will notify Seller of any refund due Seller resulting from the subject acquisition after a review and any subsequent proration of the property tax assessment by the county assessor. Seller retains the right, following close of escrow, to apply to the appropriate governmental authority/ies for refund of real property taxes pursuant to Revenue and Taxation Code Section 5096.7 (or such other applicable law), and Buyer shall reasonably cooperate with Seller’s efforts to obtain said refund.
9.8.3 Utility Charges. All utility charges shall be prorated as of the Closing Date and Seller shall obtain a final billing therefor. All utility security deposits, if any, shall be retained by Seller.
9.9 Possession. Seller shall deliver exclusive right of possession of the Property to Buyer on the Closing Date, subject only to the Conditions of Title.
ARTICLE 10. DAMAGE, DESTRUCTION AND CONDEMNATION.
This Agreement shall be governed by the Uniform Vendor and Purchaser Risk Act as set forth in Section 1662 of the California Civil Code as supplemented and modified by this Article 10. Seller shall promptly notify Buyer in writing of any material damage to the Property and of any taking or threatened taking of all or any portion of the Property. Within a reasonable period of time after receipt of such notice, Buyer shall determine whether a material part of the Property has been damaged or whether such taking or threatened taking has affected or will affect a material part of the Property. Upon making its determination, Buyer shall notify Seller in writing of the results of such determination. Buyer may elect, by written notice delivered to Seller within 15 calendar days after giving Seller notice of such determination, to terminate this Agreement in accordance with Section 9.6.1 if a material part of the Property has been damaged or if such taking has affected or will affect a material part of the Property. If Buyer does not so terminate, (i) in the case of damage to a material part of the Property, Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage and shall pay Buyer at the Closing the amount of the deductible, if any, and (ii) in the case of a threatened or actual taking of a material part of the Property, Seller shall assign to Buyer at the Closing Seller’s entire right, title and interest in the proceeds thereof. If between the Effective Date and the Closing Date the Property suffers damage which is not material, Seller shall repair such damage at its expense prior to the Closing, and the Closing Date shall be extended for a reasonable period of time not to exceed 30 days to allow for completion of such repairs. The Closing Date shall be extended as necessary to permit Buyer to exercise its rights under this Article 10.
ARTICLE 11. GENERAL.
11.1 Notices. All notices, demands, approvals, and other communications provided for in this Agreement shall be in writing and shall be effective (a) when personally delivered to the recipient at the recipient’s address set forth below; (b) five business days after deposit in a sealed DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2774
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19 envelope in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed to the recipient as set forth below; or (c) one business day after deposit with a recognized overnight courier or delivery service, addressed to the recipient as set forth below, whichever is earlier. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or legal holiday, then such date shall automatically be extended to the next business day immediately following such Saturday, Sunday or legal holiday. Email notices may be used and shall be deemed delivered one (1) business day after delivery if sent after 5 pm, or received the same day if sent on a business day between 8 am and 5 pm, and a duplicate should be sent via USPS on the same day as the email.
The addresses for notice are:
SELLER: BUCK ADAM DREW .
17796 S Mountain Rd.
Santa Paula CA 93060
Phone: (805)770-9100
Email: [email protected]
With a copy to: SUN COAST REAL ESTATE.
Attn: Dan Beightol
3112 State Street
Santa Barbara, CA 93015
Phone: 805-895-1709
Email: '[email protected]'
BUYER: CITY OF SANTA PAULA .
Attn CITY MANAGER
970 VENTURA STREET
SANTA PAULA, CA 93061
Phone: 805-933-4701
Email: [email protected]
With a copy to: CITY OF SANTA PAULA .
Attn: James Mason, Community & Economic
Development Director
970 Ventura Street
Santa Paula, CA 93061
Phone: 805-933-4274 Ext. 251
Email: [email protected]
Either party may change its address by written notice to the other given in the manner set forth above.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2875
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20 11.2 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement and understanding between Buyer and Seller concerning the subject matter of this Agreement and supersede all prior agreements, including any previous letter of intent or terms, understandings, conditions, representations and warranties, whether written or oral, made by Buyer or Seller concerning the Property or the other matters which are the subject of this Agreement.
11.3 Amendments and Waivers. No addition to or modification of this Agreement shall be effective unless set forth in writing and signed by the party against whom the addition or modification is sought to be enforced. The party benefited by any condition or obligation may waive the same, but such waiver shall not be enforceable by another party unless made in writing and signed by the waiving party.
11.4 Invalidity of Provision. If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.
11.5 References. Unless otherwise indicated, (a) all Article, Section, Schedule and Exhibit references are to the articles, sections, schedules and exhibits of this Agreement, and (b) all references to days are to calendar days. All the Schedules and Exhibits attached hereto are incorporated herein by this reference. Whenever under the terms of this Agreement the time for performance of a covenant or condition falls upon a Saturday, Sunday or California state holiday, such time for performance shall be extended to the next business day. The headings used in this Agreement are provided for convenience only and this Agreement shall be interpreted without reference to any headings. The masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so indicates or requires.
11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed in California.
11.7 Confidentiality and Publicity. Buyer is a public entity and as such, this Agreement, upon its presentation for approval at Buyer’s City Council at a duly called and agendized public meeting, shall be subject to the Public Records Act and the Freedom of Information Act. No press release or other public disclosure may be made by Seller or any of its agents regarding Buyer’s intent for this Property this transaction without the prior consent of Buyer.
11.8 Time. Time is of the essence in the performance of the parties’ respective obligations under this Agreement.
11.9 Attorneys’ Fees. In the event of any legal or equitable proceeding to enforce any of the terms or conditions of this Agreement, or any alleged disputes, breaches, defaults or misrepresentations in connection with any provision of this Agreement, the prevailing party in DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2976
65283.00005\41703514.1
21 such proceeding shall be entitled to recover its reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs of defense paid or incurred in good faith.
11.10 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. However, Seller shall not have the right to assign all or any portion of its interest in this Agreement without Buyer’s prior written consent. Buyer shall have the right to assign all or any portion of its interest in this Agreement, or substitute for itself a nominee, upon notice to Seller not later than three days prior to the Closing Date.
11.11 Further Assurances. Seller, at any time before or after Closing, shall, at its own expense, execute, acknowledge and deliver any further deeds, assignments, conveyances and other assurances, documents and instruments of transfer reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of transferring and confirming to Buyer, or reducing to Buyer’s possession, any or all of the Property or otherwise carrying out the terms of this Agreement.
11.12 Cooperation With Exchange. Buyer agrees to cooperate with the other if Seller intends to accomplish a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986. Buyer and/or Seller may assign this Agreement to an exchange intermediary for the purpose of facilitating such an exchange by the assigning party. Buyer’s duty to cooperate shall be limited to the transfer of money to Seller or Seller’s designee in exchange for the Property, and in no event shall Buyer act as purchaser or acquirer of any exchange property.
Seller shall indemnify and defend and hold Buyer harmless from any claims, loss, damages or liability arising out of participation in an exchange.
11.13 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any party hereto or give any third person any right of subrogation or action over against any party to this Agreement.
11.14 Remedies Cumulative. The remedies set forth in this Agreement are cumulative and not exclusive to any other legal or equitable remedy available to a party.
11.15 Commissions, Indemnity, Disclosure. Seller and Buyer shall each be responsible for half of Seller’s Broker’s commission associated with this purchase. The Seller’s Broker’s 2% commission for this transaction is $11,000.00 (“Broker Commission”). Each party hereby indemnifies and agrees to protect, defend and hold harmless the other party from and against all liability, cost, damage or expense (including without limitation attorneys’ fees and costs incurred in connection therewith) on account of any brokerage commission or finder’s fee which the indemnifying party has agreed to pay or which is claimed to be due as a result of the actions of the indemnifying party. This Section 11.15 is intended to be solely for the benefit of the parties hereto and is not intended to benefit, nor may it be relied upon by, any person or entity not a party to this Agreement.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3077
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22 11.16 Counterparts/Facsimile/PDF Signatures. This Agreement may be executed in counterparts and when so executed by the parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the parties, notwithstanding that the parties may not be signatories to the same counterpart or counterparts. The parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counterpart. In order to expedite the transaction contemplated herein, facsimile or .pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the facsimile or .pdf document, are aware that the other party will rely on the facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
BUYER:
City of Santa Paula, a California municipal
corporation
By:
Dan Singer, City Manager
ATTEST:
By:
Julie Latshaw, CMC, City Clerk
APPROVED AS TO FORM:
BEST BEST & KRIEGER LLP
By:
Monica Castillo, Interim City Attorney
SELLER:
Buck Adam Drew, an individual
By:
Buck Andrew Draw
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 10/5/2023
3178
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23 Acceptance by Escrow Holder
Escrow Holder acknowledges receipt of the foregoing Agreement and accepts the instructions contained therein.
Dated: ______________, 20___
By:
Name:
Title:
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3279
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Exhibit “A”
EXHIBIT A
LAND DESCRIPTION
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3380
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Exhibit “B”
EXHIBIT B
PERSONAL PROPERTY INVENTORY
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3481
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Exhibit “C”
EXHIBIT C
TRANSFEROR’S CERTIFICATION OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the CITY OF SANTA PAULA, a California municipal corporation (the “Transferee”), that withholding of tax under Section 1445 of the Code will not be required upon the transfer of a U.S. real property interest to the Transferee by Buck Adam Drew (the “Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:
1. The Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);
2. The Transferor’s U.S. employer identification number is _______________; and
3. The Transferor’s office address is ______________________________________.
The Transferor understands that this Certificate may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalty of perjury I declare that I have examined this Certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.
DATED: ________________, 20___.
., a California corporation
By: ______________________________________
Name:____________________________________
Title:
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3582
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Exhibit “D”
EXHIBIT D
BILL OF SALE
This Bill of Sale (the “Bill of Sale”) is made as of _______________, 20___, by ________________________., a__________________ (“Transferor”).
FOR VALUABLE CONSIDERATION, as set forth in that certain Purchase and Sale Agreement dated September __, 2023 (the “Agreement”), Transferor hereby sells, transfers, assigns and delivers to the CITY OF SANTA PAULA, a California municipal corporation (“Transferee”), any and all personal property (the “Personal Property”) located within or used in connection with that certain improved real property commonly known as 1435 Harvard Boulevard, Santa Paula, CA (the “Real Property”). The Personal Property shall include, without limitation, the items described in the Personal Property Inventory attached hereto as Schedule 1.
1. Transferor hereby assigns all warranties, guarantees and indemnities, whether those warranties are express or implied, and all similar rights which Transferor may have against any other manufacturer or supplier of the Personal property or any portion thereof or against any seller, engineer, contractor or builder, in respect of the Personal Property.
2. Transferor warrants that each item of the Personal Property is in good condition, order and repair and suitable for its intended purpose on the date of this Bill of Sale.
3. Transferor at any time at or after the date of this Bill of Sale shall execute, acknowledge and deliver any further deeds, assignments, conveyances and other assurances, documents and instruments of transfer reasonably requested by Transferee, and shall take any other action consistent with the terms of this Bill of Sale that may reasonably be requested by Transferee for the purpose of granting and confirming to Transferee, or reducing to Transferee’s possession, any or all of the Personal Property. If requested by Transferee, Transferor further agrees to prosecute or otherwise enforce in its own name for the benefit of Transferee any claims, rights or benefits included in the Personal Property that require prosecution or enforcement in Transferor’s name. Transferor also hereby appoints Transferee as its agent to act in Transferor’s name and on Transferor’s behalf to take any action necessary to effect the transfer of any of the Personal Property to Transferee, or prosecute or otherwise enforce any claims, rights or benefits included in the Personal Property in Transferor’s name, including bringing suit in Transferor’s name.
4. This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.
DATED: ________________, 2023.
TRANSFEROR:
Buck Adam Drew
By
Its
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3683
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Exhibit “D”
SCHEDULE 1
PERSONAL PROPERTY INVENTORY
[Note to drafter: list all items here (can use pictures if more descriptive; include model numbers, serial numbers, VINs etc.; if no specific list available, use this phrase in this Schedule:
“All Personal Property existing at the Real Property as of the Closing Date”] DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3784
65283.00005\41703514.1
Exhibit “E”
EXHIBIT E
GENERAL ASSIGNMENT
This Assignment (the “Assignment”) is dated for reference purposes only as of _________________, by Buck Adam Drew (“Assignor”).
FOR VALUABLE CONSIDERATION, as set forth in that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated _______, 2023 (the “Agreement”), Assignor hereby assigns and transfers to the CITY OF SANTA PAULA, a California municipal corporation (“Assignee”), following:
A. All equipment leases, service and/or maintenance agreements and contracts relating to the Real Property (collectively, the “Contracts”)[, as more particularly described in Schedule 1 attached hereto];
B. All permits, licenses, consents, registrations and other similar approvals applicable to the Real Property (collectively, the “Approvals”)[, which Approvals are more particularly described in Schedule 2 attached hereto];
C. All as-built plans and specifications for: (1) the Real Property; (2) any and all improvements used in connection with the operation or occupancy of the Real Property or located upon the Real Property (the “Improvements”); and (3) any and all personal property owned by Assignor located within or used in connection with the operation of the Real Property and Improvements (the “Personal Property”) (collectively, the “Plans”); and D. All warranties of which Assignor is the beneficiary (the “Warranties”) with respect to the Improvements or Personal Property.
This Assignment shall not supersede the Agreement and, in the event of conflict between this Assignment and the Agreement, the Agreement shall control.
This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.
This Assignment shall take effect the last to occur of the following: (i) full execution by all parties and Lessor’s consent, as shown by the last date entered below the parties’ signatures and (ii) upon the consummation of the transaction between Assignee and Assignor IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first above written.
ASSIGNOR:
Buck Adam Drew
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3885
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Exhibit “E”
By
Its
Date:_____________________________
SCHEDULE 1
Note to drafter: List all equipment leases, service
and/or maintenance agreements and contracts
relating to the Real Property - if none known, delete
this schedule and bracketed phrase but leave
general assignment of unspecified contracts.
Leases should have a separate assignment, so do
not assign seller’s interest in leases in this
document.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3986
65283.00005\41703514.1
Exhibit “E”
SCHEDULE 2
Note to drafter: List all permits, licenses, consents,
registrations and other similar approvals
applicable to the Real Property- if none known,
delete this schedule and bracketed phrase but leave
general assignment of unspecified contracts
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 4087
65283.00005\41703514.1
Exhibit “F”
EXHIBIT F
GRANT DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
City of __________________
__________________, CA
ATTN: City Clerk
EXEMPT FROM RECORDING FEES PURSUANT
TO GOVERNMENT CODE SECTION 27383
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN: __________________
Grant Deed
The undersigned Grantor(s) declare(s): City of __________________ is exempt from property taxes Documentary transfer tax is $0.
Computed on full value of property conveyed, or
Computed on full value less value of liens and encumbrances remaining at time of sale.
Unincorporated area City of __________________ and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, hereby GRANT(S) to
the following described real property in the City of __________________ County of __________________
State of California:
SEE ATTACHED EXHIBIT A
Dated: _______________, 20___
By: _________________________________
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 4188
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Exhibit “E”
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF )
On , 20___ before me, , Notary Public,
personally appeared , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: (seal)
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 4289
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Exhibit “E”
CERTIFICATE OF ACCEPTANCE
Pursuant to Section 27281 of the
California Government Code
This is to certify that the interest in real property conveyed by the Grant Deed dated __________________, 20___, from _______________________________________, to the City of , a municipal corporation, is hereby accepted by the undersigned officer on behalf of the City of , pursuant to the authority conferred by Resolution No. _______, adopted by the City Council of the City of __________________ on ___________________, and the Grantee consents to recordation thereof by its duly authorized officer.
Dated: _________________, 20___ CITY OF
By ____________________________
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 4390
Santa Barbara Office
3700 State Street, Suite 100
Santa Barbara, CA 93105
Ph: 805.879-9400
Montecito Office
1284-B Coast Village Road
Montecito, CA 93105
Ph: 805-565-7800
This title information has been provided free of charge by Fidelity National Title in conformance with the rules established by the California Insurance Commissioner, who urges you to shop for the best service available and compare charges and fees For Title Insurance and other services associated with the purchase or sale of a home. This information is provided as an accommodation only. The information contained herein is not a complete statement or representation of the status of title to the property in question and no assurances are made or liability assumed as to the accuracy thereof. If you wish protection against loss with the respect to the status of title, you should obtain a commitment, binder of policy of title insurance Property Address
1435 E Harvard Blvd
Santa Paula, CA 93060
Assessors Parcel No: 101-0-260-145
…
“Strength, Expertise, Service”
Commercial Services
3700 State Street, Suite 100
Santa Barbara, CA 93105
Ph: 805.879-9400
10/5/2023 Deemed Reliable but not Guaranteed Customer Service Department 44 1435 E Harvard Blvd, Santa Paula, CA 93060-2941
APN: 101-0-260-145
Ventura County Data as of: 09/26/2023
Owner Information
Location Information
Last Transfer / Conveyance - Current Owner
Last Market Sale
Prior Sale Information
Property Characteristics
Site Information
Tax Information
Property Detail Report
Owner Name: Drew Buck A
Vesting: Single Man
Mailing Address: 17796 S Mountain Rd, Santa Paula, CA 93060 Occupancy: Absentee Owner Legal Description: Misc A Pg 291 Part Of Lot 27 County: Ventura, CA APN: 101-0-260-145 Alternate APN: Census Tract / Block: 000600 / 4002 Munic / Twnshp: Santa Paula Twnshp-Rng-Sec: Legal Lot / Block: / 260 Subdivision:
Rancho Santa Paula Y
Saticoy
Tract #: Legal Book / Page:
Neighborhood: School District: Santa Paula Unified School District Elementary School: Grace S. Thille El... Middle School: Isbell Middle High School: Santa Paula High Latitude: 34.35688 Longitude: -119.05076
Transfer / Rec Date: 05/11/2022 / 05/20/2022 Price: $400,000 Transfer Doc #: 2022.59817 Buyer Name: Drew Buck A Seller Name: Rodriguez Angela N Deed Type: Grant Deed Sale / Rec Date: 05/11/2022 / 05/20/2022 Sale Price / Type: $400,000 / Full Value Deed Type: Grant Deed Multi / Split Sale: Price / Sq. Ft.: New Construction:
1st Mtg Amt / Type: 1st Mtg Rate / Type: 1st Mtg Doc #: N/A 2nd Mtg Amt / Type: 2nd Mtg Rate / Type: Sale Doc #: 2022.59817 Seller Name: Rodriguez Angela N
Lender: Title Company: Ticor Title
Sale / Rec Date: 01/20/2006 / 02/17/2006 Sale Price / Type: $475,000 / Full Value Prior Deed Type: Deed 1st Mtg Amt / Type: 1st Mtg Rate / Type: Prior Sale Doc #: 2006.33435 Prior Lender:
Gross Living Area: Total Rooms: 0 Year Built / Eff:
Living Area: Bedrooms: Stories:
Total Adj. Area: Baths (F / H): Parking Type:
Above Grade: Pool: Garage #:
Basement Area: Fireplace: Garage Area:
Style: Cooling: Porch Type:
Foundation: Heating: Patio Type:
Quality: Exterior Wall: Roof Type:
Condition: Construction Type: Roof Material:
Land Use: Commercial Acreage Lot Area: 24,300 Sq. Ft. Zoning: M1 State Use: Lot Width / Depth: # of Buildings:
County Use:
5011 - Vacant Commercial
Land To 5 Acres
Usable Lot: Res / Comm Units:
Site Influence: Acres: 0.558 Water / Sewer Type:
Flood Zone Code: X Flood Map #: 06111C0781E Flood Map Date: 01/20/2010 Community Name: City Of Santa Paula Flood Panel #: 0781E Inside SFHA: False Assessed Year: 2023 Assessed Value: $408,000 Market Total Value:
Tax Year: 2022 Land Value: $408,000 Market Land Value:
Tax Area: 04-024 Improvement Value: Market Imprv Value:
Property Tax: $4,315.62 Improved %: Market Imprv %:
Exemption: Delinquent Year:
© 2023 DATA TRACE INFORMATION SERVICES LLC AND/OR ITS AFFILIATES. ALL RIGHTS RESERVED. PAGE 1 OF 145 1435 E Harvard Blvd, Santa Paula, CA 93060-2941
APN: 101-0-260-145
Ventura County Data as of: 09/26/2023
CONVEYANCES
Prior Owner: Rodriguez Angela N
CONVEYANCES
Prior Owner: Global Discoveries Ltd
CONVEYANCES
Prior Owner: Gaiser Trust
CONVEYANCES
Prior Owner: Sandoval, Armando
LIENS
Transaction History Basic
Current Owner: Drew Buck A
Vesting: Single Man
2022 - Present
Date Rec Date Verified Price Type Title Company Buyer Seller Document # 05/11/2022 05/20/2022 $400,000 Full Value Ticor Title Drew Buck A Rodriguez Angela N 2022.59817 2006 - 2022
Date Rec Date Verified Price Type Title Company Buyer Seller Document # 08/03/2017 11/21/2017 None Available Rodriguez Angela N Rodriguez Angela N 2017.151698 01/20/2006 02/17/2006 $475,000 Full Value Old Republic Title Rodriguez Angela N Global Discoveries Ltd 2006.33435 2005 - 2006
Date Rec Date Verified Price Type Title Company Buyer Seller Document # 03/28/2005 04/01/2005 $422,362 Stewart Title Global Discoveries Ltd Sbs Trust Deed Network 2005.79621 1992 - 2005
Date Rec Date Verified Price Type Title Company Buyer Seller Document # 07/21/1992 08/18/1992 $4,418 Gateway Title Gaiser Trust Sandoval, Armando 1992.144204 Unknown - 1992
Date Type Verified Amount Borrower(s) Lender Loan Type Type / Term Rate Document # 06/19/1991
Trust
Deed/Mortgage
$5,500 Sandoval Armando Individual Conventional 1991.85685 04/12/1990
Trust
Deed/Mortgage
$15,000 Sandoval Armando Century 21 Mortgage Conventional 1990.54670 05/17/1988
Trust
Deed/Mortgage
$3,990 Sandoval Armando Iep Conventional 1988.67581
© 2023 DATA TRACE INFORMATION SERVICES LLC AND/OR ITS AFFILIATES. ALL RIGHTS RESERVED. PAGE 1 OF 146 1435 E Harvard Blvd, Santa Paula, CA 93060-2941
APN: 101-0-260-145
Ventura County Data as of: 09/26/2023
2 Comparable Properties Found
Search Criteria
COMPARABLE PROPERTY SUMMARY
Sales Comparables
Subject Property
1435 E Harvard Blvd, Santa Paula, CA 93060-2941
Sale Price / Type: $400,000 / Full Value
Sale / Rec Date: 05/11/2022 / 05/20/2022 Sale Doc #: 2022.59817 Year Built / Eff: Lot Area: 24,300 Sq. Ft. Bedrooms:
Assessed Value: $408,000 Living Area: Baths (F / H):
Land Use: Commercial Acreage Pool: Total Rooms:
Owner Name: Drew Buck A
Mailing Address: 17796 S Mountain Rd, Santa Paula, CA 93060 County: Ventura Zoning: M1 Stories:
APN: 101-0-260-145 Acres: 0.56 Roof Material:
Subdivision: Rancho Santa Paula Y Saticoy Cooling: Prior Sale Price: $475,000 Census Tct / Blk: 000600 / 4002 Fireplace: Prior Sale Date:
1st Mtg / Type: Parking Type: Prior Rec Date: 02/17/2006 Res / Comm Units: Flood Zone Code: X Prior Sale Doc #: 2006.33435 # Months Back: 6 Distance From Subject: 1 mi
Living Area Difference: 25.0 + / - Land Use: Same As Subject Subject Low Average High
Price $400,000 $238,000 $2,369,000 $4,500,000
Living Area
Price / Sq. Ft.
Bedrooms
Baths
Lot Area 24,300 Sq. Ft. 6,900 Sq. Ft. 249,039 Sq. Ft. 491,178 Sq. Ft.
Stories
Year Built
Distance 0.27 mi 0.36 mi 0.46 mi
© 2023 DATA TRACE INFORMATION SERVICES LLC AND/OR ITS AFFILIATES. ALL RIGHTS RESERVED. PAGE 1 OF 347 1435 E Harvard Blvd, Santa Paula, CA 93060-2941
APN: 101-0-260-145
Ventura County Data as of: 09/26/2023
Subject Property Comparables
COMPARABLES
Sales Comparables
1 2
# MI ST Address Sold Sold For Listed Listed At Sq. Ft. $ / Sq. Ft. Bds / Bths Lot Size Age 1 0.27
18004 E Telegraph Rd, Santa Paula, CA 93060-
9635
06/09/2023 $4,500,000 491,178
2 0.46 120 N 11th St, Santa Paula, CA 93060-2832 08/03/2023 $238,000 6,900 L: Listed R: REO RS: REO Sale SS: Short Sale D: Default A: Auction © 2023 DATA TRACE INFORMATION SERVICES LLC AND/OR ITS AFFILIATES. ALL RIGHTS RESERVED. PAGE 2 OF 348 Comp #1 - 0.27 Miles From Subject
18004 E Telegraph Rd, Santa Paula, CA 93060-9635
Sale Price / Type: $4,500,000 / Full Value
Sale / Rec Date: 06/09/2023 / 06/27/2023 Sale Doc #: 2023.43701 Year Built / Eff: Lot Area: 491,178 Sq. Ft. Bedrooms:
Assessed Value: $2,685,793 Living Area: Baths (F / H):
Land Use: Commercial Acreage Pool: Total Rooms:
Owner Name: Flt Telegraph LLC
Mailing Address: 2082 Michelson Dr #3, Irvine, CA 92612-1212 County: Ventura Zoning: AE Stories:
APN: 107-0-042-015 Acres: 11.28 Roof Material:
Subdivision: Cooling: Prior Sale Price: $3,000,000
Census Tct / Blk: 000400 / 1073 Fireplace: Prior Sale Date: 10/13/2014 1st Mtg / Type: Parking Type: Prior Rec Date: 10/23/2014 Res / Comm Units: Flood Zone Code: A99 Prior Sale Doc #: 2014.134050 Comp #2 - 0.46 Miles From Subject
120 N 11th St, Santa Paula, CA 93060-2832
Sale Price / Type: $238,000 / Full Value
Sale / Rec Date: 08/03/2023 / 08/04/2023 Sale Doc #: 2023.52440 Year Built / Eff: Lot Area: 6,900 Sq. Ft. Bedrooms:
Assessed Value: $87,489 Living Area: Baths (F / H):
Land Use: Commercial Acreage Pool: Total Rooms:
Owner Name: Melgar Jose Luis / Adame Gilberto Moreno
Mailing Address: 511 N Oak St, Santa Paula, CA 93060-1732 County: Ventura Zoning: C2 Stories:
APN: 101-0-211-055 Acres: 0.16 Roof Material:
Subdivision: Blanchard & Bradley Proprietors Cooling: Prior Sale Price: $50,000 Census Tct / Blk: 000600 / 2009 Fireplace: Prior Sale Date: 10/04/2017 1st Mtg / Type: Parking Type: Prior Rec Date: 11/17/2017 Res / Comm Units: Flood Zone Code: X Prior Sale Doc #: 2017.11700149946 © 2023 DATA TRACE INFORMATION SERVICES LLC AND/OR ITS AFFILIATES. ALL RIGHTS RESERVED. PAGE 3 OF 349 1435 E Harvard Blvd, Santa Paula, CA 93060-2941
APN: 101-0-260-145
Ventura County Data as of: 09/26/2023
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Subject Property
1435 E Harvard Blvd, Santa Paula, CA 93060-2941
Occupancy: Absentee Owner Year Built / Eff:
Living Area:
Owner Name: Drew Buck A Sale / Rec Date: 05/11/2022 / 05/20/2022 Lot Area: 24,300 Sq. Ft.
Mailing Address: 17796 S Mountain Rd, Santa Paula, CA 93060 Sale Price / Type: $400,000 / Full Value Bedrooms:
APN: 101-0-260-145 Land Use: Commercial Acreage Baths (F / H):
Neighbor 1 - 0.02 Miles From Subject
1426 E Main St, Ventura, CA 93001-3228
Occupancy: Unknown Year Built / Eff: 1964 /
Living Area: 4,140 Sq. Ft.
Owner Name: Zimmerman Wade N III & P Trust Sale / Rec Date: / 03/09/1994 Lot Area: 7,480 Sq. Ft.
Mailing Address: Po Box 3504, Westlake Village, CA 91359-504 Sale Price / Type: $2,000 / Bedrooms:
APN: 101-0-260-135 Land Use: Light Industrial Baths (F / H):
© 2023 DATA TRACE INFORMATION SERVICES LLC AND/OR ITS AFFILIATES. ALL RIGHTS RESERVED. PAGE 1 OF 550 Neighbor 2 - 0.03 Miles From Subject
E Main St, Santa Paula, CA 93060
Occupancy: Absentee Owner Year Built / Eff:
Living Area:
Owner Name: Landeros Daniel Sale / Rec Date: Lot Area: 6,704 Sq. Ft.
Mailing Address: 1245 E Main St, Santa Paula, CA 93060-2923 Sale Price / Type: Bedrooms:
APN: 101-0-260-495 Land Use: Industrial Acreage Baths (F / H):
Neighbor 3 - 0.03 Miles From Subject
1422 E Main St, Ventura, CA 93001-3228
Occupancy: Absentee Owner Year Built / Eff: 1977 /
Living Area: 1,160 Sq. Ft.
Owner Name: Landeros Daniel Sale / Rec Date: 11/22/2001 / 12/20/2001 Lot Area: 6,381 Sq. Ft.
Mailing Address: 1245 E Main St, Santa Paula, CA 93060-2923 Sale Price / Type: $60,000 / Full Value Bedrooms:
APN: 101-0-260-485 Land Use: Warehouse Baths (F / H):
Neighbor 4 - 0.04 Miles From Subject
1414 E Main St, Ventura, CA 93001-3228
Occupancy: Absentee Owner Year Built / Eff:
Living Area:
Owner Name: Landeros Daniel Sale / Rec Date: 11/22/2001 / 12/20/2001 Lot Area: 5,211 Sq. Ft.
Mailing Address: 1245 E Main St, Santa Paula, CA 93060-2923 Sale Price / Type: $60,000 / Full Value Bedrooms:
APN: 101-0-260-115 Land Use: Industrial Acreage Baths (F / H):
Neighbor 5 - 0.04 Miles From Subject
1451 E Main St, Ventura, CA 93001-3252
Occupancy: Unknown Year Built / Eff: 1980 /
Living Area: 905 Sq. Ft.
Owner Name: JJ Godinez LLC Sale / Rec Date: 02/09/2021 / 04/14/2021 Lot Area: 35,283 Sq. Ft.
Mailing Address: Po Box 41, Santa Paula, CA 93061-41 Sale Price / Type: $222,500 / Full Value Bedrooms:
APN: 101-0-340-015 Land Use: Industrial Condominium Baths (F / H):
Neighbor 6 - 0.05 Miles From Subject
1419 E Harvard Blvd, Santa Paula, CA 93060-2941
Occupancy: Absentee Owner Year Built / Eff: 1940 /
Living Area: 710 Sq. Ft.
Owner Name: Tmlss Properties LLC Sale / Rec Date: Lot Area: 9,446 Sq. Ft.
Mailing Address: 6001 E Los Angeles Ave, Somis, CA 93066- 9789
Sale Price / Type: Bedrooms: 2
APN: 101-0-260-155 Land Use: SFR Baths (F / H): 1 /
Neighbor 7 - 0.05 Miles From Subject
1453 E Main St, Ventura, CA 93001-3251
Occupancy: Unknown Year Built / Eff: 1980 /
Living Area: 922 Sq. Ft.
Owner Name: JJ Godinez LLC Sale / Rec Date: 02/09/2021 / 04/14/2021 Lot Area: 35,283 Sq. Ft.
Mailing Address: Po Box 41, Santa Paula, CA 93061-41 Sale Price / Type: $222,500 / Full Value Bedrooms:
APN: 101-0-340-025 Land Use: Industrial Condominium Baths (F / H):
© 2023 DATA TRACE INFORMATION SERVICES LLC AND/OR ITS AFFILIATES. ALL RIGHTS RESERVED. PAGE 2 OF 551 Neighbor 8 - 0.05 Miles From Subject
1400 E Main St, Ventura, CA 93001-3228
Occupancy: Absentee Owner Year Built / Eff:
Living Area:
Owner Name: Alvarez Heriberto / Alvarez Martha J Sale / Rec Date: 06/20/2017 / 07/21/2017 Lot Area: 12,583 Sq. Ft.
Mailing Address: 345 N 14th St, Santa Paula, CA 93060-2342 Sale Price / Type: $128,000 / Bedrooms:
APN: 101-0-260-105 Land Use: Industrial Acreage Baths (F / H):
Neighbor 9 - 0.05 Miles From Subject
1455 E Main St, Ventura, CA 93001-3278
Occupancy: Absentee Owner Year Built / Eff: 1980 /
Living Area: 922 Sq. Ft.
Owner Name: Greer Jason Sale / Rec Date: 08/05/1999 / 09/02/1999 Lot Area: 35,283 Sq. Ft.
Mailing Address: 9621 Sepulveda Blvd #5, North Hills, CA 91343-3325
Sale Price / Type: $40,000 / Full Value Bedrooms:
APN: 101-0-340-035 Land Use: Industrial Condominium Baths (F / H):
Neighbor 10 - 0.05 Miles From Subject
1498 E Harvard Blvd, Santa Paula, CA 93060-9612
Occupancy: Owner Occupied Year Built / Eff: 1980 /
Living Area: 4,200 Sq. Ft.
Owner Name: Spirit Of Santa Paula Sale / Rec Date: 04/29/2019 / 05/06/2019 Lot Area: 14,835 Sq. Ft.
Mailing Address: Po Box 728, Santa Paula, CA 93061-728 Sale Price / Type: $500,000 / Bedrooms:
APN: 107-0-030-585 Land Use: Retail Trade Baths (F / H):
Neighbor 11 - 0.06 Miles From Subject
1457 E Main St, Ventura, CA 93001-3227
Occupancy: Absentee Owner Year Built / Eff: 1980 /
Living Area: 1,060 Sq. Ft.
Owner Name: Crosby Harry E & Barbara A TR Sale / Rec Date: 08/07/2017 / 08/16/2017 Lot Area: 35,283 Sq. Ft.
Mailing Address: 1510 Seabridge Ln, Oxnard, CA 93035-1453 Sale Price / Type: $115,000 / Bedrooms:
APN: 101-0-340-045 Land Use: Industrial Condominium Baths (F / H):
Neighbor 12 - 0.06 Miles From Subject
1480 E Harvard Blvd, Santa Paula, CA 93060-2942
Occupancy: Absentee Owner Year Built / Eff: 1952 /
Living Area: 3,000 Sq. Ft.
Owner Name: Tarango Hector J & Lori L TR Sale / Rec Date: 06/26/1998 / 07/24/1998 Lot Area: 22,273 Sq. Ft.
Mailing Address: 1627 Grand Ave, Fillmore, CA 93015-9629 Sale Price / Type: $140,000 / Full Value Bedrooms:
APN: 107-0-030-545 Land Use: Light Industrial Baths (F / H):
Neighbor 13 - 0.06 Miles From Subject
1396 E Main St, Santa Paula, CA 93060-2926
Occupancy: Absentee Owner Year Built / Eff: 1929 /
Living Area: 1,125 Sq. Ft.
Owner Name: Saucedo Juan E / Saucedo Martha I Sale / Rec Date: 03/03/1989 / 03/31/1989 Lot Area: 8,251 Sq. Ft.
Mailing Address: 123 E Ventura St, Santa Paula, CA 93060- 3813
Sale Price / Type: $115,000 / Full Value Bedrooms: 2
APN: 101-0-260-095 Land Use: SFR Baths (F / H): 2 /
© 2023 DATA TRACE INFORMATION SERVICES LLC AND/OR ITS AFFILIATES. ALL RIGHTS RESERVED. PAGE 3 OF 552 Neighbor 14 - 0.06 Miles From Subject
1452 E Harvard Blvd, Santa Paula, CA 93060-2942
Occupancy: Absentee Owner Year Built / Eff: 1948 /
Living Area: 2,080 Sq. Ft.
Owner Name: Tarango Hector J & Lori L TR Sale / Rec Date: 11/25/1999 / 12/23/1999 Lot Area: 66,646 Sq. Ft.
Mailing Address: 1627 Grand Ave, Fillmore, CA 93015-9629 Sale Price / Type: $260,000 / Full Value Bedrooms:
APN: 101-0-260-465 Land Use: Auto Repair Baths (F / H):
Neighbor 15 - 0.06 Miles From Subject
1417 E Harvard Blvd, Santa Paula, CA 93060-2941
Occupancy: Owner Occupied Year Built / Eff: 1943 /
Living Area: 640 Sq. Ft.
Owner Name: Begalla Dolen R Sale / Rec Date: 10/27/2011 / 12/22/2011 Lot Area: 12,060 Sq. Ft.
Mailing Address: 1417 E Harvard Blvd, Santa Paula, CA 93060- 2941
Sale Price / Type: $155,000 / Full Value Bedrooms: 2
APN: 101-0-260-175 Land Use: Industrial (NEC) Baths (F / H): 1 / Neighbor 16 - 0.07 Miles From Subject
1438 E Harvard Blvd, Santa Paula, CA 93060-2942
Occupancy: Absentee Owner Year Built / Eff: 1949 /
Living Area: 3,040 Sq. Ft.
Owner Name: Rex & Judith Bein Revocable Trust Sale / Rec Date: 05/09/2022 / 05/12/2022 Lot Area: 52,707 Sq. Ft.
Mailing Address: 1130 E Clark Ave #150, Santa Maria, CA 93455-5178
Sale Price / Type: $1,200,000 / Full Value Bedrooms:
APN: 101-0-260-455 Land Use: Light Industrial Baths (F / H):
Neighbor 17 - 0.08 Miles From Subject
1459 E Main St, Ventura, CA 93001-3227
Occupancy: Absentee Owner Year Built / Eff: 1980 /
Living Area: 1,082 Sq. Ft.
Owner Name: Penrose John C Sep Prop TR Sale / Rec Date: 10/17/1989 / 11/14/1989 Lot Area: 35,283 Sq. Ft.
Mailing Address: 3252 Calle De Debesa, Camarillo, CA 93010- 8336
Sale Price / Type: $48,500 / Full Value Bedrooms:
APN: 101-0-340-055 Land Use: Industrial Condominium Baths (F / H):
Neighbor 18 - 0.08 Miles From Subject
1417 E Harvard Blvd, Santa Paula, CA 93060-2941
Occupancy: Owner Occupied Year Built / Eff:
Living Area:
Owner Name: Begalla Dolen R Sale / Rec Date: 10/27/2011 / 12/22/2011 Lot Area: 7,104 Sq. Ft.
Mailing Address: 1417 E Harvard Blvd, Santa Paula, CA 93060- 2941
Sale Price / Type: $155,000 / Full Value Bedrooms:
APN: 101-0-260-165 Land Use: Commercial Acreage Baths (F / H):
Neighbor 19 - 0.08 Miles From Subject
17902 E Telegraph Rd, Santa Paula, CA 93060-9634
Occupancy: Absentee Owner Year Built / Eff: 1930 /
Living Area: 2,449 Sq. Ft.
Owner Name: F 2 LLC Sale / Rec Date: 11/20/1989 / 12/18/1989 Lot Area: 40,499 Sq. Ft.
Mailing Address: 2100 Palomar Ave, Ventura, CA 93001-2466 Sale Price / Type: $230,000 / Full Value Bedrooms:
APN: 107-0-030-010 Land Use: Auto Repair Baths (F / H):
© 2023 DATA TRACE INFORMATION SERVICES LLC AND/OR ITS AFFILIATES. ALL RIGHTS RESERVED. PAGE 4 OF 553 Neighbor 20 - 0.08 Miles From Subject
1461 E Main St, Ventura, CA 93001-3227
Occupancy: Absentee Owner Year Built / Eff: 1980 /
Living Area: 922 Sq. Ft.
Owner Name: Penrose John C Sep Prop TR Sale / Rec Date: 01/31/1989 / 02/28/1989 Lot Area: 35,283 Sq. Ft.
Mailing Address: 3252 Calle De Debesa, Camarillo, CA 93010- 8336
Sale Price / Type: $42,500 / Full Value Bedrooms:
APN: 101-0-340-065 Land Use: Industrial Condominium Baths (F / H):
© 2023 DATA TRACE INFORMATION SERVICES LLC AND/OR ITS AFFILIATES. ALL RIGHTS RESERVED. PAGE 5 OF 554 Disclaimer: This report is not an insured product or service or a representation of the condition of title to real property. It is not an abstract, legal opinion, opinion of title, title insurance, commitment or preliminary report, or any form of title insurance or guaranty. Estimated property values are:
(i) based on available data; (ii) are not guaranteed or warranted; (iii) do not constitute an appraisal; and (iv) should not be relied upon in lieu of an appraisal. This report is issued exclusively for the benefit of the applicant therefor, and may not be used or relied upon by any other person. This report may not be reproduced in any manner without the issuing party's prior written consent. The issuing party does not represent or warrant that the information herein is complete or free from error, and the information herein is provided without any warranties of any kind, as-is, and with all faults. As a material part of the consideration given in exchange for the issuance of this report, recipient agrees that the issuing party's sole liability for any loss or damage caused by an error or omission due to inaccurate information or negligence in preparing this report shall be limited to the fee charged for the report. Recipient accepts this report with this limitation and agrees that the issuing party would not have issued this report but for the limitation of liability described above. The issuing party makes no representation or warranty as to the legality or propriety of recipient's use of the information herein.
School information is copyrighted and provided by GreatSchools.org. 55 56
65283.00005\41703514.1
1 PURCHASE AND SALE AGREEMENT
1435 East Harvard Boulevard,
Santa Paula, California
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2 PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”) is made as of October 9, 2023 (the “Effective Date”), between Buck Adam Drew, an individual (“Seller”), and the City of Santa Paula, a California municipal corporation (“Buyer”).
ARTICLE 1. AGREEMENT OF SALE.
Subject to and on the terms and conditions of this Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller all of the following (collectively, the “Property”):
1.1 Land. The real property which is more particularly described in Exhibit A, together with (a) all privileges, rights, easements and appurtenances belonging to the real property, including without limitation all minerals, oil, gas and other hydrocarbon substances on and under the real property, (b) all development rights, air rights, water, water rights and water stock relating to the real property, and (c) all right, title and interest of Seller in and to any streets, alleys, passages, other easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with such real property, before or after the vacation thereof (collectively, the “Land”);
1.2 Improvements. Any and all systems, facilities, fixtures, and parking areas located on the Land and other improvements located upon the Land, including, but not limited to, fence improvements and property known as the “Triangle Property” located at 1435 East Harvard Boulevard, Santa Paula, California (collectively, the “Improvements”). The Land and the Improvements are sometimes collectively referred to in this Agreement as the “Property”.
1.3 Personal Property. All of Seller’s right, title and interest in and to any personal property located within or used in connection with the Property, including, without limitation, that described in the Personal Property Inventory attached hereto as Exhibit B (collectively, the “Personal Property”).
1.4 Service Contracts. Those Service Contracts (defined in Section 5.7) which Buyer expressly agrees to assume; and
1.5 Other Assets. To the extent owned by Seller, all tangible and intangible assets of any nature relating to the Property or the Personal Property, including without limitation (a) all warranties upon the Improvements or Personal Property, to the full extent such warranties are assignable, (b) copies of all plans, specifications, engineering drawings and prints relating to the construction of the Improvements, (c) all license agreements, copyrights, logos, designs, trademarks, trade names, service marks and all goodwill associated with the Property, (d) all other intellectual or intangible property used by Seller in connection with the Property; and (e) all claims and causes of action arising out of or in connection with the Property.
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3 ARTICLE 2. PURCHASE PRICE.
2.1 Amount. The purchase price (the “Purchase Price”) for the Property shall be $550,000,000, inclusive of the Broker Commission defined in Section 11.15 payable at Closing.
2.2 Earnest Money Payment/Purchase Price. No later than 4 pm on October 9, 2023, Buyer shall pay Seller $15,000.00 as consideration to for this Agreement (the “Earnest Money Payment”). The Earnest Money Payment shall be nonrefundable to Buyer . If the Closing of the transaction contemplated by this transaction occurs, the Earnest Money Payment shall be applied to the Purchase Price at Closing. Buyer shall pay the Purchase Price to Seller through escrow at the Closing described in Section 9.1. On or before the Closing Date (as defined below), Buyer shall deposit into Escrow the Purchase Price, subject to adjustment by reason of any applicable prorations and the allocation of closing costs described below. The Earnest Money Payment and Purchase Price shall be made by wire transfer of federal funds, cashiers check or in another immediately available form.
ARTICLE 3. DUE DILIGENCE.
3.1 Due Diligence Period; Inspection and Access.
3.1.1 Due Diligence Period. The “Due Diligence Period” means the seven-day (7-day) period beginning on the Effective Date and ending at 5:00 p.m. on the seventh day.
3.1.2 Access to Information and the Property. Buyer shall conduct its investigation of the Property during the Due Diligence Period at no cost to Seller. This investigation (“Due Diligence Investigation”) may include, at Buyer’s option: a physical inspection of the Land and all Improvements thereon, including soil, geological and other tests, engineering evaluations of the other systems in the Improvements and review of the Plans; review of all governmental matters affecting the Property, including zoning, environmental and building permit and occupancy matters; review and verification of all financial and other information previously provided by Seller relating to the operation of the Property; review of the condition of title to the Property; and review of such other matters pertaining to an investment in the Property as Buyer deems advisable. In addition to the Preliminary Documents delivered to Buyer pursuant to Section 3.2, Buyer and its representatives shall have the right of access during reasonable business hours to all files, books and records maintained by Seller or its agents (including, without limitation, all of the Additional Documents to be made available to Buyer at the Property pursuant to Section 3.3), wherever located, relating to the Property, including the right to copy the same. Buyer and its representatives shall also have the right of access to the Property during reasonable business hours to conduct its investigation of the physical condition of the Property. Seller agrees that the rights granted to Buyer herein and the results of its Due Diligence Investigation shall not relieve Seller of any obligations Seller may have under any other provisions of this Agreement, or under other documents entered into concurrently herewith, or implied by law, nor shall they constitute a waiver by Buyer of the right to enforce any of the same. Seller shall cooperate with Buyer in its due diligence activities and provide access to the Property, its records, or provide information so long as it is within Seller’s control.
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4 3.2 Delivery of Preliminary Documents. Within 5 business days after the Effective Date, Seller shall deliver to Buyer, at Seller’s expense, all of the documents described in the remaining subsections of this Section 3.2 (collectively, the “Preliminary Documents”) in Seller’s possession or control.
3.2.1 Title Report and Survey. A preliminary title report or commitment for title insurance (the “Preliminary Title Report”), dated no earlier than 10 days before the Effective Date, covering the Property and issued by a title insurance company or companies acceptable to Buyer (the “Title Company”), together with a legible copy of each document, map and survey referred to in the Preliminary Title Report. Buyer, at Buyer’s sole cost, may obtain an as-built survey of the Property (the “Survey”) prepared by a certified land surveyor in accordance with the most recent American Land Title Association (ALTA) standards, certified by such surveyor to Buyer and the Title Company in a form acceptable to the Title Company for the purpose of deleting any survey exception from the Title Policy described in Section 4.1.3.
3.2.2 Natural Hazards Report. A complete Commercial Natural Hazards Environment Report for the Property.
3.2.3 Known Property Conditions Statement. Seller’s statement of known conditions on the Property.
3.2.4 Additional Requested Documents and Information. From and after the Closing Date, Seller agrees to provide other documents and information concerning the Property as Buyer may reasonably request (the “Additional Documents”). The Additional Documents may include copies of all as-built plans and specifications for improvements, including without limitation the plans and specifications for and a complete description of all existing renovations and improvements to the Property and all rentable space therein, and as-built drawings for all underground utilities (collectively, the “Plans”), together with a certificate from an architect approved by Buyer certifying to Buyer that the improvements were constructed and completed in accordance with the Plans.
3.3 Approval/Disapproval of Due Diligence Investigations. Buyer shall approve or disapprove the results of Buyer’s Due Diligence Investigation, in the exercise of Buyer’s sole discretion, by written notice delivered to Seller no later than the expiration of the Due Diligence Period. Buyer’s disapproval shall terminate this Agreement unless, at the time Buyer gives notice of its disapproval, Buyer also notifies Seller of Buyer’s desire to enter into negotiations with Seller for the purpose of reaching an accommodation concerning the disapproval. If Buyer so notifies Seller and the parties have not reached a written agreement satisfactory to both of them regarding the disapproval within 10 days after the date of the disapproval notice, Buyer, at its option, may either (a) elect to terminate this Agreement by so notifying Seller and recover the Earnest Money Payment, or (b) elect to proceed with the transactions contemplated by this Agreement notwithstanding its earlier disapproval. If Buyer fails to deliver to Seller notice of its approval or disapproval of the results of its Due Diligence Investigation, Buyer shall be deemed to have approved such results. If Buyer elects to terminate the Agreement, Buyer shall return to Seller all of the Preliminary Documents previously delivered by Seller to Buyer within 5 business days of such termination.
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5 3.4 Title Review.
3.4.1 Monetary Liens. At its expense, Seller shall remove all liens on the Property at or prior to the Closing Date (collectively, “Monetary Liens”): (i) all delinquent taxes, bonds and assessments and interest and penalties thereon (it being agreed that Seller shall not be required to remove any non-delinquent taxes and assessments imposed by any governmental agency that are paid with the property taxes for the Property); and (ii) all other monetary liens, including without limitation all those shown on the Preliminary Title Report (including judgment and mechanics’ liens, whether or not liquidated, and mortgages and deeds of trust, with Seller being fully responsible for any fees or penalties incurred in connection therewith).
3.4.2 Approval/Disapproval of Title Review. Buyer shall approve or disapprove of the Preliminary Title Report, the Survey and any exceptions to title shown thereon (other than the Monetary Liens) in the exercise of Buyer’s sole discretion, by the expiration of the Due Diligence Period. If Buyer disapproves, Buyer may either (a) terminate this Agreement by giving Seller written notice of termination or (b) give Seller a written notice (“Disapproval Notice”) identifying the disapproved title matters (“Disapproved Title Matters”). With respect to any Disapproved Title Matters, other than the Monetary Liens, Seller shall notify Buyer in writing within 5 days after Seller’s receipt of the Disapproval Notice whether Seller will cause the Disapproved Title Matters to be removed or cured at or prior to Closing. If Seller elects not to remove or cure all Disapproved Title Matters, Buyer may, at its option: (i) subject to satisfaction of the other conditions to Closing, close the purchase of the Property and take title subject to the Disapproved Title Matters which Seller elects not to remove or cure; or (ii) terminate this Agreement in accordance with Section 9.6.1.
3.4.3 Buyer’s Options. If any Disapproved Title Matters (including the Monetary Liens) have not been removed at least 5 days prior to Closing or provision for their removal at the Closing has not been made to Buyer’s satisfaction, Buyer may, at its option: (i) close the purchase of the Property and take title subject to the Disapproved Title Matters which have not been removed; (ii) close the purchase of the Property and cure or remove the Disapproved Title Matters which have not been removed; or (iii) terminate this Agreement in accordance with Section 9.6.1.
3.4.4 Failure to Disapprove. If Buyer fails to notify Seller of its approval or disapproval of the Preliminary Title Report, the Survey or the exceptions shown thereon by the end of the Due Diligence Period, then Buyer shall be deemed to have approved the same.
ARTICLE 4. CONDITIONS PRECEDENT.
4.1 Buyer’s Conditions. Buyer’s obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.1 on or before the expiration of the Due Diligence Period, unless expressly stated otherwise. Each condition may be waived in whole or in part by Buyer by written notice to Seller.
4.1.1 Due Diligence. Buyer having approved of the results of its Due Diligence Investigation pursuant to Section 3.4;
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6 4.1.2 Title Review. Buyer having approved of the results of its review of title pursuant to Section 3.5.
4.1.3 Title Policy. Seller having caused the Title Company to deliver to Buyer (a) a CLTA Owner’s policy of title insurance, provided that Buyer may require an ALTA Owner’s Policy if Buyer pays the incremental premium for ALTA coverage (“Title Policy”) (or at Buyer’s election a binder therefor) for the Property, or (b) the Title Company’s irrevocable commitment to issue such policy of title insurance, (including such coinsurance, reinsurance and endorsements as Buyer shall require), with liability equal to the Purchase Price showing fee title to the Property vested in Buyer and subject only to: (i) the matters and exceptions which were approved by Buyer pursuant to Section 3.5; and (ii) the standard printed exceptions in the form of title policy called for (collectively, “Conditions of Title”).
4.1.4 Performance of Covenants. Seller performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at the Closing.
4.1.5 Representations and Warranties. The representations and warranties of Seller set forth in Article 5 being true and accurate on the Closing Date, as if made on such date.
4.1.6 Non-Foreign Certification. Seller having executed and delivered to Buyer on or prior to the Closing Date a certification (the “Non-Foreign Certification”), substantially in the form of Exhibit C.
4.1.7 California Certification. Seller having furnished the residency certification required pursuant to Sections 18805 and 26131 of the California Revenue and Taxation Code (“Form 593”) or having authorized Escrow Holder in writing to withhold from the Purchase Price the amounts required to be withheld by such Sections.
4.2 Seller’s Conditions. Seller’s obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.2 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or part by Seller by written notice to Buyer.
4.2.1 Covenants. Buyer performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Buyer prior to or at the Closing.
4.2.2 Representations and Warranties. The representations of Buyer set forth in Article 6 being true and accurate on the Closing Date, as if made on such date.
ARTICLE 5. SELLER’S REPRESENTATIONS AND WARRANTIES.
Subject to the Disclaimer of Warranties contained in Section 5.19 and only to the extent they do not contradict the Preliminary Documents, Seller hereby makes the following representations and warranties to Buyer with the understanding that each such representation and warranty is material and is being relied upon by Buyer:
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7 5.1 Defects. The Improvements and the Personal Property are in good condition and repair and are free of any latent or patent design, construction, physical or mechanical defects and there is no actual or threatened settlement, earth movement, termite infestation or damage affecting the Property.
5.2 Compliance. The Property, and the operation thereof, are in compliance with all applicable laws, ordinances, rules, regulations, judgments, orders, covenants, conditions, restrictions, whether federal, state, local, foreign or private, and Seller has not received any notice of any violation of the same. Seller has not received any request either formal or informal, oral or written, that Seller modify or terminate any use of the Property. The zoning of the Property permits the current Improvements and use of the Property, and, there is no pending or to Seller’s knowledge, contemplated rezoning. The Property complies with all applicable subdivision laws and all local ordinances enacted thereunder and no subdivision or parcel map not already obtained is required to transfer the Property to Buyer.
5.3 Documents. All of the Preliminary Documents which have been delivered or made available to Buyer pursuant to Article 3, and all other documents delivered to Buyer by or on behalf of Seller (a) are true, correct and complete copies of what they purport to be, (b) represent truly the factual matters stated therein, (c) are in full force and effect, (d) have not been modified, except as set forth therein and (e) do not omit any information required to make the submission thereof accurate and complete in all material respects.
5.4 Taxes and Condemnation. There are no presently pending or contemplated special taxes or assessments which will affect the Property. There are no presently pending or, to Seller’s knowledge, contemplated proceedings to condemn or demolish the Property or any part of it.
5.5 Utilities. All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by law or by the normal operation of the Property, are (a) installed to the property lines of the Property, (b) connected to the Property, (c) adequate to service the Property in its present use and to permit full compliance with all requirements of law and normal usage by the occupants of the Property and (d) in good working order and repair. All such utilities and storm and sanitary sewers required for the operation of the Property enter the Land through adjoining public streets or through adjoining private land in accordance with valid public or private easements that will inure to the benefit of Buyer.
5.6 Licenses. Seller has all required licenses, permits (including, without limitation, all building permits and occupancy permits), easements and rights-of-way which are required in order to continue the present use of the Property. Seller has no knowledge of any law or regulation of any governmental authority having jurisdiction which might require the Property to be improved beyond its present state or which might restrict the use and enjoyment of the Property in the manner it is presently being used and enjoyed.
5.7 Contracts/Leases/Occupancy Rights. Seller has informed Buyer of any contracts entered into by Seller or its property manager or leasing agent relating to the management, maintenance, leasing or operation of the Property (“Service Contracts”). Except for the Service Contracts, there are no agreements or other obligations to which Seller is party or, to Seller’s DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1663
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8 knowledge, by which it or the Property is bound which may affect the current use of the Property, nor are there any current leases, occupancy or operating agreements in force. No party has a right to occupancy, tenancy, or a license to use or enter the Property. Seller has fully performed all the obligations required to be performed by Seller under the Service Contracts, and to Seller’s knowledge, the other parties to the same are not in default thereunder. There are no collective bargaining agreements, other union contracts of any nature, pension plans or other benefit plans of any nature in existence to which Seller is a party and which affect the Property or the operation thereof.
5.8 Litigation. There are no actions, suits, proceedings, judgments, orders, decrees or governmental investigations pending or threatened against the Property or Seller which could affect the Property or the purchase, use or enjoyment thereof by Buyer.
5.9 Agreements with Governmental Authorities. There are no agreements with governmental authorities, agencies, utilities or quasi-governmental entities which affect the Property except those agreements which are identified in the Preliminary Title Report and those matters which are disclosed by the Survey.
5.10 Hazardous Materials.
5.10.1 Definitions. For purposes of this Agreement:
(a) “Environmental Law(s)” means the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et. seq., the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., the Clean Water Act, 33 U.S.C. Sections 1251 et seq., [The Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. H&S Code Sections 25249.5-25249.13), the Carpenter-Preseley-Tanner Hazardous Substance Account Act (Cal.
H&S Code Sections 25300 et seq.), and the California Water Code Sections 1300, et seq.], as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, cleanup, transportation or Release or threatened Release into the environment of Hazardous Material. (b) “Hazardous Material” means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials or (viii) radioactive materials. (c) “Release” means any spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, dumping or disposing into the environment of any Hazardous Material (including the abandonment or discarding of barrels, containers, and other receptacles containing any Hazardous Material).
5.10.2 Representations.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1764
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9 (a) The Property and all existing uses and conditions of the Property are in compliance with all Environmental Laws, and Seller has not received any written notice of violation issued pursuant to any Environmental Law with respect to the Property or any use or condition thereof.
(b) Neither Seller nor any other present or former owner of the Property has used, handled, stored, transported, released or disposed of any Hazardous Material on, under or from the Property in violation of any Environmental Law. (c) There is no Release of any Hazardous Material existing on, beneath or from or in the surface or ground water associated with the Property. (d) All required permits, licenses and other authorizations required by or issued pursuant to any Environmental Law for the ownership or operation of the Property by Seller have been obtained and are presently maintained in full force and effect. (e) There exists no writ, injunction, decree, order or judgment outstanding, nor any lawsuit, claim, proceeding, citation, directive, summons or investigation pending or, to Seller’s knowledge, threatened pursuant to any Environmental Law relating to (i) the ownership, occupancy or use of any portion of the Property by Seller or occupant or user of any portion of the Property or any former owner of any portion of the Property, (ii) any alleged violation of any Environmental Law by Seller or occupant or user of any portion of the Property or any former owner of any portion of the Property or (iii) the suspected presence, Release or threatened Release of any Hazardous Material on, under, in or from any portion of the Property. (f) There are no above-ground or underground tanks located on the Property used or formerly used for the purpose of storing any Hazardous Material. (g) No asbestos abatement or remediation work has been performed on the Property.
(h) There is no PCB-containing equipment or PCB-containing material located on or in the Property.
5.11 Title to the Property. Seller has good and marketable title to the Property, subject to the Conditions of Title. There are no outstanding rights of first refusal or first look, options to purchase, rights of reverter, or claim of right relating to the transfer or sale of the Property or any interest therein. To Seller’s knowledge, there are no unrecorded or undisclosed documents or other matters which affect title to the Property. No person holding a security interest in the Property or any part thereof has the right to consent or deny consent to the sale of the Property as contemplated herein, and Seller has the right to pay off such person and to remove all such liens as of the Closing Date. Seller has enjoyed the continuous and uninterrupted quiet possession, use and operation of the Property.
5.12 Seller’s Authority. Seller has the requisite power and authority to own and operate the Property and conduct its business where the same is now owned or operated. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary action and proceedings, and no further action or authorization is DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1865
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10 necessary on the part of Seller (or its board of directors or shareholders) in order to consummate the transactions contemplated herein. This Agreement and the other documents executed by Seller in connection herewith are legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement by Seller, nor performance of any of its obligations hereunder, nor consummation of the transactions contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Seller was organized, or any indenture, mortgage, deed of trust, agreement, undertaking, instrument or document to which Seller or any affiliate thereof is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Seller.
5.13 Parking. Seller has received no written notice from any governmental agency that the parking spaces on the Property are in violation of law.
5.14 Zoning. Seller has received no written notice from any governmental agency that the Property is not in compliance with zoning requirements and laws.
5.15 Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code.
5.16 No Employees. There are no on-site employees of Seller at the Property. Buyer shall have no obligation to employ any individual employed by Seller or its affiliates in connection with the Property.
5.17 Inspections. Seller has provided to Buyer a written report that accurately describes (a) all inspections of the Property by any governmental agency or insurance company occurring within three (3) years prior to the Effective Date, (b) all matters which were noted by such governmental agency or insurance company as requiring correction, requesting or recommending modifications or termination of uses of the Property and (c) the present status of each such noted matter.
5.18 Misstatements and Omissions. Neither the representations and warranties made by Seller in this Article 5 nor elsewhere in this Agreement contain any untrue statement or any omission of a material fact. Seller has no documents in its possession, nor has any knowledge, that omits material facts related to the property or which would contradict or negate any of its representations contained in this Agreement.
5.19 Disclaimer of Warranties; “AS IS” Purchase. Buyer acknowledges that it will have had an opportunity to conduct its Due Diligence Investigation of the Property and will acquire the Property in its current condition based thereon. Buyer acknowledges and agrees that the Property is to be conveyed by Seller to Buyer “as is, with all faults,” and substantially in its current condition. Buyer further acknowledges and agrees that, except for the representations and warranties by Seller set forth in this Section 5, the sale of the Property to Buyer is made without any warranty or representation of any kind by Seller, either express or implied or arising by operation of law, and Seller shall have no liability with respect to the nature, value, uses, habitability, merchantability, suitability, condition, design, operation, rents, financial condition DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 1966
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11 or prospects, fitness for purpose or use, or the manner, construction, condition or state of repair or lack of repair of the improvements of the Property (or any part thereof), or any other aspect, portion or component of the Property whatsoever, it being specifically understood and agreed that Buyer shall have full opportunity, during the Due Diligence Investigation, to determine for itself the condition of the Property.
Buyer’s Initials:_________
ARTICLE 6. BUYER’S REPRESENTATIONS AND WARRANTIES.
Buyer makes the following representation and warranties to Seller with the understanding that each such representation and warranty is material and is being relied upon by Seller:
6.1 Buyer’s Authority. The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary action and proceedings, and no further action or authorization is necessary on the part of Buyer in order to consummate the transactions contemplated herein.
6.2 No Conflict. Neither the execution nor delivery of this Agreement by Buyer, nor performance of any of its obligations hereunder, nor consummation of the transactions contemplated herein conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Buyer was organized, or any agreement to which Buyer is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Buyer.
ARTICLE 7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION.
7.1 Survival of Warranties. Buyer and Seller agree that each representation and warranty, covenant by the respective parties contained herein or made in writing pursuant to this Agreement are intended to and shall be deemed made as of the date of this Agreement or such writing and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing.
7.2 Notice of Changed Circumstances. If either party becomes aware of any fact or circumstances which would render false or misleading a representation or warranty made by such party, then it shall immediately give notice of such fact or circumstance to the other party, but such notice shall not relieve any party of any liabilities or obligations with respect to any representation or warranty.
7.3 Indemnification.
7.3.1 Seller’s Indemnity. Seller’s obligations pursuant to this Section 7.3.1 shall survive the Closing. Seller at its sole cost and expense hereby agrees to indemnify, defend (with counsel acceptable to Buyer), protect and hold harmless Buyer, from and against any and all claims, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2067
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12 proceedings and orders, judgments, remedial action and compliance requirements, enforcement and clean-up actions of any kind, and all costs and expenses incurred in connection therewith, including, without limitation, actual attorneys’ fees and costs of defense and costs and expenses of all experts and consultants (collectively, the “Losses), arising directly or indirectly, in whole or in part, out of any one or more of the following:
(a) the breach or alleged breach of any covenant of Seller contained in this Agreement or the inaccuracy or alleged inaccuracy of any representation or warranty of Seller contained in this Agreement;
(b) Seller’s ownership of the Property or the operation of the Property prior to the Closing Date; or
(c) the presence on, in or under the Property of any Hazardous Material on or before the Closing Date, any Release of any Hazardous Material, on, under or from the Property prior to the Closing Date or the use, generation, manufacturing, production, handling, storage, transport, discharge or disposal of any such Hazardous Materials on or before the Closing Date, from, under or about the Property, irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Law or other applicable laws, regulations, codes and ordinances. The indemnity contained in this paragraph (c) shall further apply, without limitation, to: (i) all residual contamination and contamination affecting any natural resources; (ii) all consequential damages; (iii) the costs of any required remediation or removal work on the Property, including, without limitation: (A) costs of remediation or removal incurred by the United States Government or the State or any other person; and (B) fines or penalties which arise from the provisions of any statute, state or federal; and (iv) liability for personal injury or property damage arising under any statutory or common-law tort theory, including damages assessed for the maintenance of a public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity. (d) from the provisions of any statute, state or federal; and (iv) liability for personal injury or property damage arising under any statutory or common-law tort theory, including damages assessed for the maintenance of a public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity.
ARTICLE 8. SELLER’S PRECLOSING COVENANTS.
Seller shall comply with the covenants contained in this Article 8 from the Effective Date through the Closing Date unless Buyer consents otherwise in writing. Buyer may grant or withhold any such consent requested by Seller in Buyer’s sole discretion.
8.1 Contracts and Documents. Seller shall not, without Buyer’s approval, not to be unreasonably withheld or delayed, (a) amend or waive any right under any Service Contract, Preliminary Document or Additional Document, or (b) enter into any material agreement of any type affecting the Property that would survive the Closing Date.
8.2 Insurance. Seller shall maintain or cause to be maintained in full force and effect its present insurance policies for the Property.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2168
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13 8.3 Compliance with Obligations. Seller shall fully and timely comply with all obligations to be performed by it under the Service Contracts, the other Preliminary Documents, the Conditions of Title and all permits, licenses, approvals and laws, regulations and orders applicable to the Property.
8.4 No Transfers. Seller shall not sell, encumber or otherwise transfer any interest in all or any portion of the Property, or agree to do so.
8.5 Termination of Contracts. Seller at its sole cost and expense shall terminate all of the Service Contracts described in Section 5.7 at or before the Closing Date, except for those contracts which Buyer expressly agrees to assume and which are actually assumed by Buyer pursuant to Section 9.3.3.
8.6 Maintenance. At its sole cost and expense, Seller shall operate and maintain the Property such that on the Closing Date the Property shall be in at least as good a condition and repair as on the Effective Date, reasonable wear and tear excepted. Without limiting the generality of the foregoing, Seller shall, at a minimum, spend such amounts for repair and maintenance as are consistent with its prior practice. Seller shall promptly advise Buyer of any significant repair or improvement required to keep the Property in such condition. Seller shall not make any material alterations to the Property, or remove any of the Personal Property therefrom, without Buyer’s prior consent, unless such Personal Property so removed is simultaneously replaced with new Personal Property of similar quality and utility.
8.7 Best Efforts. Seller shall use its best efforts to cause the conditions set forth in Section 4.1 to be satisfied by the Closing Date, and Seller shall not take or permit any action that would result in any of the representations and warranties set forth in Article 5 becoming false or incorrect.
ARTICLE 9. CLOSING.
9.1 Time. Provided all conditions set forth in Article 4 have been either satisfied or waived, the parties shall close this transaction (the “Closing”) no later than 30 days after Escrow opens, or November 8, 2023 (the “Closing Date”), as such date may be extended by the provisions of Article 10. The Parties shall open Escrow no later than October 9, 2023.
9.2 Escrow. This Article 9, together with such additional instructions as Lawyers Title, Title Company, Attention: Noel Palacio, 2751 Park View Court, Suite 241, Oxnard, California, 93036 (“Escrow Holder”), shall reasonably request and the parties shall agree to, shall constitute the escrow instructions to Escrow Holder. If there is any inconsistency between this Agreement and the Escrow Holder’s additional escrow instructions, this Agreement shall control unless the intent to amend this Agreement is clearly stated in said additional instructions.
Buyer and Seller shall cause Escrow Holder to execute and deliver a counterpart of this Agreement to each of them. If the Title Company does not serve as the Escrow Holder, the Title Company shall provide a letter to Buyer, in form and content acceptable to Buyer, pursuant to which the Title Company accepts responsibility and liability for the acts and omissions of Escrow Holder in discharging Escrow Holder’s obligations hereunder, including, without limitation, any acts or omissions of Escrow Holder relating to the Title Company’s commitment DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2269
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14 to issue the Title Policy, the receipt, recordation or delivery of any documents placed into escrow, and the receipt and disbursement of any funds placed into escrow.
9.3 Seller’s Deposit of Documents and Funds Into Escrow. Seller shall deposit into escrow on or before Closing the following documents:
9.3.1 A duly executed and acknowledged grant deed, in the form acceptable to Buyer, conveying the Property to Buyer (“Grant Deed”) in the form attached as Exhibit F;
9.3.2 A duly executed bill of sale, in the form of Exhibit D, conveying the Personal Property, if any, to Buyer free and clear of liens, encumbrances and restrictions (“Bill of Sale”);
9.3.3 To the extent applicable, a duly executed assignment, in the form of Exhibit E, assigning to Buyer all of Seller’s interest (a) in the Plans, (b) in all warranties of which Seller is the beneficiary with respect to the Property, (c) in all intangible assets of the Property, and (d) in the Service Contracts which Buyer has elected to assume (the “General Assignment”);
9.3.4 The originals (or copies if originals are unavailable) of the Service Contracts Buyer has elected to assume, if any, and estoppel certificates from the other parties to such Service Contracts in form and substance satisfactory to Buyer;
9.3.5 All costs of Closing, including, but not limited to, the CLTA increment of the premium for the Title Policy, recording fees (if any), transfer taxes (if any) and fees, one-half of the escrow fees, sales tax and any other costs of Closing customarily paid by sellers of real property, plus or minus prorations as provided in Section 9.8; provided that, subject to Section
9.6, Buyer and Seller shall bear their own attorneys’ fees and costs in connection with the negotiation and preparation of this Agreement and the transactions completed by this Agreement;
9.3.6 Seller’s Non-foreign Certification;
9.3.7 All records and files relating to the management or operation of the Property, including, without limitation, property tax bills, insurance, and property taxes; and
9.3.8 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement.
9.3.9 Assignment and Assumption of Leases, if applicable;
9.3.10 Form 593;
9.3.11 To the extent there are tenants, notice letter to tenants regarding new owner and addresses for payment of rent payment (“Tenant Notice Letter”).
9.4 Deliveries Outside of Escrow. Notwithstanding Section 9.3, Seller and Buyer may elect to deliver the documents described in Section 9.3 outside of escrow (other than DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2370
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15 documents which are to be recorded) by giving Escrow Holder a joint written notice of such election, specifying the documents which will be so delivered outside of escrow. Upon receipt of such notice, Escrow Holder shall have no further obligation concerning such specified documents.
9.5 Buyer’s Deposit of Documents and Funds. Buyer shall deposit into escrow:
9.5.1 The Purchase Price in accordance with the provisions of Article 2, plus or minus prorations as provided in Section 9.8, by electronic transfer of federal funds to Escrow Holder, on or before the Closing Date; and
9.5.2 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement.
9.6 Default, Termination and Remedies.
9.6.1 Buyer’s Termination. This Agreement shall automatically terminate without further notice or action by Buyer upon the occurrence of any of the following events, provided that Buyer is not then in material breach of this Agreement: (a) any condition to Closing contained in Section 4.1 has not been satisfied or waived by Buyer by the Closing Date; or (b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.4 (disapproval of Due Diligence Investigation), Section 3.5 (disapproval of title) or Article 10 (damage or condemnation). In such event, the parties shall have no further obligation to each other except for those obligations that specifically survive the termination of this Agreement. If this Agreement terminates as a result of Seller’s material breach of this Agreement, Buyer shall have all remedies it may have hereunder or at law as a result of such occurrence, including the remedy of specific performance.
9.6.2 Seller’s Termination. Provided that Seller is not then in material breach of this Agreement, this Agreement shall automatically terminate without further notice or action by Seller if any condition to Closing contained in Section 4.2 has not been satisfied or waived by Seller by the Closing Date.
9.6.3 Release from Escrow. Upon termination of this Agreement pursuant to Section 9.6.1 or 9.6.2, Escrow Holder shall promptly return to Buyer and Seller, respectively, all documents and monies deposited by them into escrow without prejudice to their rights and remedies hereunder.
9.6.4 Remedies.
(a) Buyer’s Remedies. If Seller breaches this Agreement, Buyer shall be entitled to pursue all remedies permitted herein and by law, including the remedy of specific performance. No termination of the escrow by Buyer following a breach by Seller shall be deemed to waive such breach or any remedy otherwise available to Buyer. (b) Seller’s Remedies/Liquidated Damages. IF BEFORE THE CLOSE OF ESCROW BUYER FAILS TO COMPLY WITH OR PERFORM BUYER’S DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2471
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16 OBLIGATIONS UNDER THIS AGREEMENT AND (EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 9.6) DOES NOT CURE SUCH FAILURE WITHIN TEN BUSINESS DAYS AFTER SELLER’S WRITTEN NOTICE OF SUCH FAILURE, THEN SELLER MAY THEREAFTER: (I) TERMINATE THIS AGREEMENT; (II) RECEIVE AND RETAIN THE
EARNEST MONEY PAYMENT AS LIQUIDATED DAMAGES IF SUCH DEFAULT OCCURS AFTER BUYER’S APPROVAL PERIOD; AND (III) EXERCISE THE OTHER
RIGHTS AND REMEDIES RESERVED BY SELLER AS PROVIDED IN THIS PARAGRAPH. IN THE EVENT SELLER TERMINATES THIS AGREEMENT BY REASON OF BUYER’S DEFAULT, BUYER AND SELLER SHALL BE RELIEVED OF ANY
FURTHER OBLIGATION TO EACH OTHER WITH RESPECT TO THIS AGREEMENT
AND THE PROPERTY EXCEPT FOR ANY OBLIGATIONS WHICH EXPRESSLY SURVIVE. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY BUYER AND SELLER:
THAT SELLER WILL INCUR SUBSTANTIAL DAMAGES AS A RESULT OF ANY FAILURE BY BUYER TO COMPLY WITH OR PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT; THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL
TO CALCULATE AND ASCERTAIN AS OF THE EFFECTIVE DATE OF THIS
AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IN SUCH EVENT BY SELLER; AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF THE EXTENT TO WHICH SELLER MAY BE DAMAGED BY BUYER’S DEFAULT IN LIGHT OF THE DIFFICULTY THE PARTIES WOULD HAVE IN DETERMINING SELLER’S ACTUAL DAMAGES AS A RESULT OF SUCH DEFAULT BY BUYER.
_________________ _________________
SELLER’S INITIALS BUYER’S INITIALS
(c) Waiver of Specific Performance. SELLER HEREBY WAIVES THE RIGHT TO MAINTAIN AN ACTION FOR SPECIFIC PERFORMANCE OF BUYER’S
OBLIGATION TO PURCHASE THE PROPERTY AND SELLER AGREES THAT SELLER
CAN BE ADEQUATELY COMPENSATED IN MONEY DAMAGES IF BUYER FAILS TO PURCHASE THE PROPERTY IN BREACH OF THIS AGREEMENT. SELLER
ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL
PART OF THE CONSIDERATION BEING GIVEN TO BUYER FOR ENTERING INTO
THIS AGREEMENT AND THAT BUYER WOULD BE UNWILLING TO ENTER INTO THIS AGREEMENT IN THE ABSENCE OF THE PROVISIONS OF THIS PARAGRAPH. _________________ _________________
SELLER’S INITIALS BUYER’S INITIALS
9.7 Closing. When Escrow Holder has received all documents and funds identified in Sections 9.3 and 9.5, has received notification from Buyer and Seller that all conditions to Closing to be satisfied outside of escrow have been satisfied or waived and Title Company is irrevocably committed to issue the Title Policy, then, and only then, Escrow Holder shall:
9.7.1 Record the Grant Deed;
9.7.2 Cause the Title Company to issue the Title Policy to Buyer; DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2572
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17 9.7.3 To the extent not otherwise delivered to Buyer outside of escrow, deliver to Buyer: (a) a conformed copy (showing all recording information thereon) of the Grant Deed; (b) fully executed original counterparts of the Bill of Sale and the General Assignment, if any; and (c) the Seller’s Certificate, the Service Contracts referred to in Section 9.3.6 (if any), and the Non-foreign Certification;
9.7.4 Deliver the Purchase Price (as adjusted pursuant to Section 9.8) to Seller;
9.7.5 Deliver or mail Tenant Notice Letter to tenants for each Lease, if any.
Escrow Holder shall prepare and sign closing statements showing all receipts and disbursements and deliver copies to Buyer and Seller and, if applicable, shall file with the Internal Revenue Service (with copies to Buyer and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code.
9.8 Prorations. Subject to the other provisions of this Section 9.8, all receipts and disbursements of the Property will be prorated as of 11:59 p.m. on the day immediately preceding the Closing Date. Not less than five business days prior to the Closing, Seller shall submit to Buyer for its approval a tentative prorations schedule showing the categories and amounts of all prorations proposed, including all rents and operating expenses. Security deposits shall be credited to Buyer from Seller proceeds. The parties shall agree on a final prorations schedule prior to the Closing and shall deliver the same to Escrow Holder. If following the Closing either party discovers an error in the prorations statement, it shall notify the other party and the parties shall promptly make any adjustment required. The parties agree that any trailing bills that pertain to the Property operations before the Closing Date, which are not available as of Closing, may be presented to Buyer for proration and reimbursement up to forty five (45) days after Closing. Failure to provide any bills by such date shall be a waiver by Seller of such reimbursement and Buyer shall have no further obligation for any such bills and Property expenses. This section 9.8 shall survive closing.
_________
SELLER INITIALS
9.8.1 Capital Expenditures and Accounts Payable. All capital and other improvements (including labor and material) which have been performed or contracted for, by or on behalf of Seller prior to the Closing Date, and all sums due for accounts payable which have been incurred with respect to the Property prior to the Closing Date shall be paid by Seller and shall be subject to the indemnification provisions of Section 7.3. Buyer shall furnish to Seller for payment any bills for such period received after the Closing Date, and Buyer shall have no further obligation with respect thereto.
9.8.2 Property Taxes. General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs shall not be prorated between Seller and Buyer in Escrow.
Upon recordation of the Grant Deed, Buyer will request cancellation of the real property taxes for the Property pursuant to California Revenue and Taxation Code Section 4986. If current taxes DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2673
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18 have not yet been paid as of the Closing Date, then at Closing Seller shall pay through Escrow or out of Seller’s proceeds, the full amount of the installment applicable for the period in which Closing occurs. Seller shall be entitled to a refund of any excess payment made to the taxing authority on account of the Property, including any taxes paid by Seller and applicable to any period from and after the Closing Date. The taxing authority will notify Seller of any refund due Seller resulting from the subject acquisition after a review and any subsequent proration of the property tax assessment by the county assessor. Seller retains the right, following close of escrow, to apply to the appropriate governmental authority/ies for refund of real property taxes pursuant to Revenue and Taxation Code Section 5096.7 (or such other applicable law), and Buyer shall reasonably cooperate with Seller’s efforts to obtain said refund.
9.8.3 Utility Charges. All utility charges shall be prorated as of the Closing Date and Seller shall obtain a final billing therefor. All utility security deposits, if any, shall be retained by Seller.
9.9 Possession. Seller shall deliver exclusive right of possession of the Property to Buyer on the Closing Date, subject only to the Conditions of Title.
ARTICLE 10. DAMAGE, DESTRUCTION AND CONDEMNATION.
This Agreement shall be governed by the Uniform Vendor and Purchaser Risk Act as set forth in Section 1662 of the California Civil Code as supplemented and modified by this Article 10. Seller shall promptly notify Buyer in writing of any material damage to the Property and of any taking or threatened taking of all or any portion of the Property. Within a reasonable period of time after receipt of such notice, Buyer shall determine whether a material part of the Property has been damaged or whether such taking or threatened taking has affected or will affect a material part of the Property. Upon making its determination, Buyer shall notify Seller in writing of the results of such determination. Buyer may elect, by written notice delivered to Seller within 15 calendar days after giving Seller notice of such determination, to terminate this Agreement in accordance with Section 9.6.1 if a material part of the Property has been damaged or if such taking has affected or will affect a material part of the Property. If Buyer does not so terminate, (i) in the case of damage to a material part of the Property, Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage and shall pay Buyer at the Closing the amount of the deductible, if any, and (ii) in the case of a threatened or actual taking of a material part of the Property, Seller shall assign to Buyer at the Closing Seller’s entire right, title and interest in the proceeds thereof. If between the Effective Date and the Closing Date the Property suffers damage which is not material, Seller shall repair such damage at its expense prior to the Closing, and the Closing Date shall be extended for a reasonable period of time not to exceed 30 days to allow for completion of such repairs. The Closing Date shall be extended as necessary to permit Buyer to exercise its rights under this Article 10.
ARTICLE 11. GENERAL.
11.1 Notices. All notices, demands, approvals, and other communications provided for in this Agreement shall be in writing and shall be effective (a) when personally delivered to the recipient at the recipient’s address set forth below; (b) five business days after deposit in a sealed DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2774
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19 envelope in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed to the recipient as set forth below; or (c) one business day after deposit with a recognized overnight courier or delivery service, addressed to the recipient as set forth below, whichever is earlier. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or legal holiday, then such date shall automatically be extended to the next business day immediately following such Saturday, Sunday or legal holiday. Email notices may be used and shall be deemed delivered one (1) business day after delivery if sent after 5 pm, or received the same day if sent on a business day between 8 am and 5 pm, and a duplicate should be sent via USPS on the same day as the email.
The addresses for notice are:
SELLER: BUCK ADAM DREW .
17796 S Mountain Rd.
Santa Paula CA 93060
Phone: (805)770-9100
Email: [email protected]
With a copy to: SUN COAST REAL ESTATE.
Attn: Dan Beightol
3112 State Street
Santa Barbara, CA 93015
Phone: 805-895-1709
Email: '[email protected]'
BUYER: CITY OF SANTA PAULA .
Attn CITY MANAGER
970 VENTURA STREET
SANTA PAULA, CA 93061
Phone: 805-933-4701
Email: [email protected]
With a copy to: CITY OF SANTA PAULA .
Attn: James Mason, Community & Economic
Development Director
970 Ventura Street
Santa Paula, CA 93061
Phone: 805-933-4274 Ext. 251
Email: [email protected]
Either party may change its address by written notice to the other given in the manner set forth above.
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20 11.2 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement and understanding between Buyer and Seller concerning the subject matter of this Agreement and supersede all prior agreements, including any previous letter of intent or terms, understandings, conditions, representations and warranties, whether written or oral, made by Buyer or Seller concerning the Property or the other matters which are the subject of this Agreement.
11.3 Amendments and Waivers. No addition to or modification of this Agreement shall be effective unless set forth in writing and signed by the party against whom the addition or modification is sought to be enforced. The party benefited by any condition or obligation may waive the same, but such waiver shall not be enforceable by another party unless made in writing and signed by the waiving party.
11.4 Invalidity of Provision. If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.
11.5 References. Unless otherwise indicated, (a) all Article, Section, Schedule and Exhibit references are to the articles, sections, schedules and exhibits of this Agreement, and (b) all references to days are to calendar days. All the Schedules and Exhibits attached hereto are incorporated herein by this reference. Whenever under the terms of this Agreement the time for performance of a covenant or condition falls upon a Saturday, Sunday or California state holiday, such time for performance shall be extended to the next business day. The headings used in this Agreement are provided for convenience only and this Agreement shall be interpreted without reference to any headings. The masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so indicates or requires.
11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed in California.
11.7 Confidentiality and Publicity. Buyer is a public entity and as such, this Agreement, upon its presentation for approval at Buyer’s City Council at a duly called and agendized public meeting, shall be subject to the Public Records Act and the Freedom of Information Act. No press release or other public disclosure may be made by Seller or any of its agents regarding Buyer’s intent for this Property this transaction without the prior consent of Buyer.
11.8 Time. Time is of the essence in the performance of the parties’ respective obligations under this Agreement.
11.9 Attorneys’ Fees. In the event of any legal or equitable proceeding to enforce any of the terms or conditions of this Agreement, or any alleged disputes, breaches, defaults or misrepresentations in connection with any provision of this Agreement, the prevailing party in DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 2976
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21 such proceeding shall be entitled to recover its reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs of defense paid or incurred in good faith.
11.10 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. However, Seller shall not have the right to assign all or any portion of its interest in this Agreement without Buyer’s prior written consent. Buyer shall have the right to assign all or any portion of its interest in this Agreement, or substitute for itself a nominee, upon notice to Seller not later than three days prior to the Closing Date.
11.11 Further Assurances. Seller, at any time before or after Closing, shall, at its own expense, execute, acknowledge and deliver any further deeds, assignments, conveyances and other assurances, documents and instruments of transfer reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of transferring and confirming to Buyer, or reducing to Buyer’s possession, any or all of the Property or otherwise carrying out the terms of this Agreement.
11.12 Cooperation With Exchange. Buyer agrees to cooperate with the other if Seller intends to accomplish a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986. Buyer and/or Seller may assign this Agreement to an exchange intermediary for the purpose of facilitating such an exchange by the assigning party. Buyer’s duty to cooperate shall be limited to the transfer of money to Seller or Seller’s designee in exchange for the Property, and in no event shall Buyer act as purchaser or acquirer of any exchange property.
Seller shall indemnify and defend and hold Buyer harmless from any claims, loss, damages or liability arising out of participation in an exchange.
11.13 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any party hereto or give any third person any right of subrogation or action over against any party to this Agreement.
11.14 Remedies Cumulative. The remedies set forth in this Agreement are cumulative and not exclusive to any other legal or equitable remedy available to a party.
11.15 Commissions, Indemnity, Disclosure. Seller and Buyer shall each be responsible for half of Seller’s Broker’s commission associated with this purchase. The Seller’s Broker’s 2% commission for this transaction is $11,000.00 (“Broker Commission”). Each party hereby indemnifies and agrees to protect, defend and hold harmless the other party from and against all liability, cost, damage or expense (including without limitation attorneys’ fees and costs incurred in connection therewith) on account of any brokerage commission or finder’s fee which the indemnifying party has agreed to pay or which is claimed to be due as a result of the actions of the indemnifying party. This Section 11.15 is intended to be solely for the benefit of the parties hereto and is not intended to benefit, nor may it be relied upon by, any person or entity not a party to this Agreement.
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22 11.16 Counterparts/Facsimile/PDF Signatures. This Agreement may be executed in counterparts and when so executed by the parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the parties, notwithstanding that the parties may not be signatories to the same counterpart or counterparts. The parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counterpart. In order to expedite the transaction contemplated herein, facsimile or .pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the facsimile or .pdf document, are aware that the other party will rely on the facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
BUYER:
City of Santa Paula, a California municipal
corporation
By:
Dan Singer, City Manager
ATTEST:
By:
Julie Latshaw, CMC, City Clerk
APPROVED AS TO FORM:
BEST BEST & KRIEGER LLP
By:
Monica Castillo, Interim City Attorney
SELLER:
Buck Adam Drew, an individual
By:
Buck Andrew Draw
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 10/5/2023
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23 Acceptance by Escrow Holder
Escrow Holder acknowledges receipt of the foregoing Agreement and accepts the instructions contained therein.
Dated: ______________, 20___
By:
Name:
Title:
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3279
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Exhibit “A”
EXHIBIT A
LAND DESCRIPTION
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Exhibit “B”
EXHIBIT B
PERSONAL PROPERTY INVENTORY
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Exhibit “C”
EXHIBIT C
TRANSFEROR’S CERTIFICATION OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the CITY OF SANTA PAULA, a California municipal corporation (the “Transferee”), that withholding of tax under Section 1445 of the Code will not be required upon the transfer of a U.S. real property interest to the Transferee by Buck Adam Drew (the “Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:
1. The Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);
2. The Transferor’s U.S. employer identification number is _______________; and
3. The Transferor’s office address is ______________________________________.
The Transferor understands that this Certificate may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalty of perjury I declare that I have examined this Certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.
DATED: ________________, 20___.
., a California corporation
By: ______________________________________
Name:____________________________________
Title:
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3582
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Exhibit “D”
EXHIBIT D
BILL OF SALE
This Bill of Sale (the “Bill of Sale”) is made as of _______________, 20___, by ________________________., a__________________ (“Transferor”).
FOR VALUABLE CONSIDERATION, as set forth in that certain Purchase and Sale Agreement dated September __, 2023 (the “Agreement”), Transferor hereby sells, transfers, assigns and delivers to the CITY OF SANTA PAULA, a California municipal corporation (“Transferee”), any and all personal property (the “Personal Property”) located within or used in connection with that certain improved real property commonly known as 1435 Harvard Boulevard, Santa Paula, CA (the “Real Property”). The Personal Property shall include, without limitation, the items described in the Personal Property Inventory attached hereto as Schedule 1.
1. Transferor hereby assigns all warranties, guarantees and indemnities, whether those warranties are express or implied, and all similar rights which Transferor may have against any other manufacturer or supplier of the Personal property or any portion thereof or against any seller, engineer, contractor or builder, in respect of the Personal Property.
2. Transferor warrants that each item of the Personal Property is in good condition, order and repair and suitable for its intended purpose on the date of this Bill of Sale.
3. Transferor at any time at or after the date of this Bill of Sale shall execute, acknowledge and deliver any further deeds, assignments, conveyances and other assurances, documents and instruments of transfer reasonably requested by Transferee, and shall take any other action consistent with the terms of this Bill of Sale that may reasonably be requested by Transferee for the purpose of granting and confirming to Transferee, or reducing to Transferee’s possession, any or all of the Personal Property. If requested by Transferee, Transferor further agrees to prosecute or otherwise enforce in its own name for the benefit of Transferee any claims, rights or benefits included in the Personal Property that require prosecution or enforcement in Transferor’s name. Transferor also hereby appoints Transferee as its agent to act in Transferor’s name and on Transferor’s behalf to take any action necessary to effect the transfer of any of the Personal Property to Transferee, or prosecute or otherwise enforce any claims, rights or benefits included in the Personal Property in Transferor’s name, including bringing suit in Transferor’s name.
4. This Bill of Sale shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.
DATED: ________________, 2023.
TRANSFEROR:
Buck Adam Drew
By
Its
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3683
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Exhibit “D”
SCHEDULE 1
PERSONAL PROPERTY INVENTORY
[Note to drafter: list all items here (can use pictures if more descriptive; include model numbers, serial numbers, VINs etc.; if no specific list available, use this phrase in this Schedule:
“All Personal Property existing at the Real Property as of the Closing Date”] DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3784
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Exhibit “E”
EXHIBIT E
GENERAL ASSIGNMENT
This Assignment (the “Assignment”) is dated for reference purposes only as of _________________, by Buck Adam Drew (“Assignor”).
FOR VALUABLE CONSIDERATION, as set forth in that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated _______, 2023 (the “Agreement”), Assignor hereby assigns and transfers to the CITY OF SANTA PAULA, a California municipal corporation (“Assignee”), following:
A. All equipment leases, service and/or maintenance agreements and contracts relating to the Real Property (collectively, the “Contracts”)[, as more particularly described in Schedule 1 attached hereto];
B. All permits, licenses, consents, registrations and other similar approvals applicable to the Real Property (collectively, the “Approvals”)[, which Approvals are more particularly described in Schedule 2 attached hereto];
C. All as-built plans and specifications for: (1) the Real Property; (2) any and all improvements used in connection with the operation or occupancy of the Real Property or located upon the Real Property (the “Improvements”); and (3) any and all personal property owned by Assignor located within or used in connection with the operation of the Real Property and Improvements (the “Personal Property”) (collectively, the “Plans”); and D. All warranties of which Assignor is the beneficiary (the “Warranties”) with respect to the Improvements or Personal Property.
This Assignment shall not supersede the Agreement and, in the event of conflict between this Assignment and the Agreement, the Agreement shall control.
This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.
This Assignment shall take effect the last to occur of the following: (i) full execution by all parties and Lessor’s consent, as shown by the last date entered below the parties’ signatures and (ii) upon the consummation of the transaction between Assignee and Assignor IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first above written.
ASSIGNOR:
Buck Adam Drew
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3885
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Exhibit “E”
By
Its
Date:_____________________________
SCHEDULE 1
Note to drafter: List all equipment leases, service
and/or maintenance agreements and contracts
relating to the Real Property - if none known, delete
this schedule and bracketed phrase but leave
general assignment of unspecified contracts.
Leases should have a separate assignment, so do
not assign seller’s interest in leases in this
document.
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 3986
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Exhibit “E”
SCHEDULE 2
Note to drafter: List all permits, licenses, consents,
registrations and other similar approvals
applicable to the Real Property- if none known,
delete this schedule and bracketed phrase but leave
general assignment of unspecified contracts
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 4087
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Exhibit “F”
EXHIBIT F
GRANT DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
City of __________________
__________________, CA
ATTN: City Clerk
EXEMPT FROM RECORDING FEES PURSUANT
TO GOVERNMENT CODE SECTION 27383
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN: __________________
Grant Deed
The undersigned Grantor(s) declare(s): City of __________________ is exempt from property taxes Documentary transfer tax is $0.
Computed on full value of property conveyed, or
Computed on full value less value of liens and encumbrances remaining at time of sale.
Unincorporated area City of __________________ and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, hereby GRANT(S) to
the following described real property in the City of __________________ County of __________________
State of California:
SEE ATTACHED EXHIBIT A
Dated: _______________, 20___
By: _________________________________
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Exhibit “E”
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF )
On , 20___ before me, , Notary Public,
personally appeared , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: (seal)
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Exhibit “E”
CERTIFICATE OF ACCEPTANCE
Pursuant to Section 27281 of the
California Government Code
This is to certify that the interest in real property conveyed by the Grant Deed dated __________________, 20___, from _______________________________________, to the City of , a municipal corporation, is hereby accepted by the undersigned officer on behalf of the City of , pursuant to the authority conferred by Resolution No. _______, adopted by the City Council of the City of __________________ on ___________________, and the Grantee consents to recordation thereof by its duly authorized officer.
Dated: _________________, 20___ CITY OF
By ____________________________
DocuSign Envelope ID: 279CC7AB-5682-43A1-B12E-03BCE15DF2A0 4390