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PURCHASE AND SALE AGREEMENT WITH ESCROW
INSTRUCTIONS FOR ASSESSOR PARCEL NUMBER
676-0-070-070 BETWEEN THE CITY OF THOUSAND
OAKS AND CHURCH HOME FOR CHILDREN OF THE
PROTESTANT EPISCOPAL CHURCH OF THE DIOCESE
OF LOS ANGELES
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") made and entered into this ___ day of July, 2024, by and between the CITY OF THOUSAND OAKS, a municipal corporation (herein referred to as “City”), and Church Home for Children of the Protestant Episcopal Church of the Diocese of Los Angeles (“Seller”).
Recitals
A. Seller is t
he owner of approximately 0.75 acres of real property ("Property") located in the City of Thousand Oaks, County of Ventura, California, more particularly described as follows: LOT 6, BLOCK 38, OF THE THOUSAND OAKS TRACT, IN THE CITY OF
THOUSAND OAKS, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11, PAGE 67 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; and illustrated o n attached Exhibit A, which is incorporated into this Agreement by this reference.
B. Property
consists of one legal lot (Assessor Parcel Number [APN] 676-0-070-070 located in the Skyline Open Space.
C. City desir
es to purchase Property to preserve as open space.
D. Seller d
esires to sell Property to City on the terms and conditions of this Agreement.
Findings
City det
ermines that entering into this Agreement to purchase Property for open space and the actual purchase of Property is categorically exempt from California Environmental Quality Act pursuant to CEQA Guidelines, 14 CCR Sections 15313 and 15325.
NOW THERE
FORE for good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows.
Secti
on 1. Purchase and Sale
Seller agr
ees to sell and City agrees to purchase the Property subject to the terms and conditions in this Agreement.
ATTACHMENT #4
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T
he purchase price for the Property shall be Thirty -nine thousand dollars ($39,000) ("Purchase Price") and shall be payable as follows:
A. W
ithin ten (10) business days of the opening of escrow as described in Section 3 below, City shall deposit with Escrow Agent the sum of Three thousand nine hundred dollars ($3,900.00) as earnest money ("Deposit"), and applied in accordance with the terms of this Agreement.
B. O
n or before the Closing Date, City shall deposit with Escrow Agent the balance of the Purchase Price in cash or in immediately available funds.
S
ection 3. Escrow
W
ithin five (5) business days of full execution of this Agreement by the parties, City shall open an escrow ("Escrow") with Chicago Title Company, Attn: Dori Mittner , 2945 Townsgate Rd. Suite #200, Westlake Village, CA 91361 , Phone No. 805-497-7430 and Fax No. 805 -230-8235 ("Escrow Agent"), subject to the provisions of the standard conditions for acceptance of escrow and the terms and conditions in this Agreement, with a signed counterpart of this document to be delivered as escrow instructions to Escrow Agent. In the event of any conflict between the terms of this Agreement and the standard conditions for acceptance of escrow, the terms of this Agreement shall control.
S
ection 4. Conditions to City's Performance
C
ity's obligation to perform under this Agreement is subject to the following conditions.
A. S
eller conveying a marketable fee simple title to the property by Grant D eed pursuant to Section 8. B. 1, herein.
B. S
eller's representations and warranties in this Agreement being correct as of the date of this Agreement and as of the Close of Escrow.
C. S
eller’s Performance of all obligations under this Agreement.
D. E
scrow Agent being prepared to issue the Title Policy on the Close of Escrow subject only to the Approved Exceptions.
S
ection 5. Conditions to Seller's Performance
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eller's obligation to perform under this Agreement is subject to satisfaction of the following conditions.
A. C
ity's performance of all the obligations which it is required to perform pursuant to this Agreement.
B. Escrow Agent's commitment to issue the Seller's Title Policy at the Close of Escrow subject only to the Approved Exceptions.
C. Escrow closing within 30 days of opening of escrow.
Section 6. Access
A. A
ccess to Property shall be given to City, its agents, employees, or contractors during normal business hours upon at least one (1) business days’ notice to Seller, at his/her own cost and risk, for any purposes, including, but not limited to, inspecting Property and conducting an environmental audit (including an investigation of past and current uses of Property). To the extent that any damage is caused to the Property as a result of City’s or its agent’s, employee’s or contractor’s inspection, sampling or audit of the Property, the City shall restore the Property to the condition that existed prior to its inspection, sampling or audit. City shall indemnify and defend Seller against and hold Seller harmless from all losses, costs, damages, liabilities, and expenses, including, without limitation, reasonable attorney fees arising out of City's entry onto Property or any activity thereon by City or its agents, employees, or contractors prior to the Close of Escrow except to the extent any such losses, costs, damages, liabilities, and expenses arise out of the negligence or willful acts of Seller. Any third parties besides City employees or officers entering onto the Property shall have comprehensive general liability insurance with limits not less than $1,000,000 and shall name Seller as Additional Insured under said coverage prior to entry onto the Property. Seller acknowledges that City is self-insured for one million dollars and such self-insurance satisfies the insurance requirements of this subsection. Any entry onto Property by City or its agents, employees, or contractors shall be at reasonable times. The provisions of this Section shall survive the Close of Escrow.
B. I
n addition to the provisions of Section 6.A, above, City and its agents, employees, or contractors shall have the right, from the date of this Agreement until the Closing Date, to contact any federal, state, or local governmental authority or agency to investigate any matters relating to Property. Seller agrees to cooperate reasonably with City and its agents, employees, or contractors in the inspection of Property.
S
ection 7. Title
A. I
mmediately following the opening of Escrow, City shall cause Escrow Agent to issue to City (with a copy to Seller) a preliminary report for a California Land Title Association (“ CLTA”) Owner's Policy for the Property, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, Draft Purchase Agreement – APN 676-0-070-070 Page 4 of 11 CDD: 531-40\bs\H:\COMMON\COSCA\Real Property (531-40)\1-Active Projects\Episcopal Church - Skyline\Purchase Offer\Draft Purchase Agreement - 676-0-070-070.docx administrative proceedings, and other matters affecting Seller's title to Property ("Preliminary Report"), together with copies of all documents relating to title exceptions referred to in the Preliminary Report.
B. City shall approve or disapprove each exception shown on the Preliminary Report and each encroachment, overlap, or boundary line dispute, or any other matter that materially and adversely affects title to Property or that violates any law, rule, or regulation (each an "Exception") within ten (10) days following the receipt of the Preliminary Report.
City's failure to object within the ten-day period shall be deemed to be an approval of the Exceptions. The Exceptions approved by City hereunder shall be referred to as the "Approved Exceptions."
C. If any Exception is disapproved (each a " Disapproved Exception"), Seller shall have the right, but not the obligation, within ten (10) days following expiration of the ten- day period provided under Section 7.B above, to cause each Disapproved Exception to be discharged, satisfied, released, or terminated, as the case may be, of record, and in a form that is reasonably satisfactory to City and Escrow Agent, all at Seller's sole cost and expense. Seller authorizes Escrow Agent to disburse from the cash portion of the Purchase Price and proceeds otherwise disbursable to Seller upon Closing the sum sufficient to discharge any Disapproved Exception that may be discharged only by the payment of money.
If Seller is unable or unwilling to obtain a discharge, satisfaction, release, or termination of any Disapproved Exception within the period specified above, then this Agreement shall automatically terminate ten (10) business days after expiration of the 10- day period for curing the Disapproved Exceptions or after Seller advi ses City in writing that Seller is unable or unwilling to cause such discharge, satisfaction, release, or termination, whichever occurs first, unless within such 10- business-day period City waives in writing such Disapproved Exception, in which event such Disapproved Exception shall be deemed an Approved Exception under this Agreement. If this Agreement terminates pursuant to the foregoing sentence, then Seller shall pay all charges of the Escrow Agent in connection with this transaction; and the parties shall be relieved of all further obligations and liabilities to each other under this Agreement except as otherwise provided herein, and all funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing party. Anything above to the contrary notwithstanding, it is understood and agreed that City's indemnity obligations under Section 6 above, and the indemnities under Section 10 and 13 below, shall not terminate upon termination of this Agreement pursuant to this or any other provision hereof.
Section 8. Close of Escrow
A. Title. Simultaneously with the Close of Escrow, Escrow Agent shall issue:
1. An CLTA Owner's Policy of Title Insurance ("Title Policy") in the amount of the Purchase Price, subject only to the following matters:
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B. S
eller's Deposits into Escrow. Seller shall deposit with Escrow Agent on or prior to the Close of Escrow the following documents:
1. A
grant deed executed and acknowledged by Seller conveying to City good and marketable fee simple title to the Property, subject only to the Approved Exceptions ("Deed");
2. A Non-Foreign Person Affidavit under Section 1445 of the Internal Revenue Code of 1986, as amended ("FIRPTA Affidavit"); and
3. California Franchise Tax Board Form 593 regarding the withholding of California taxes on the sale of California real estate (“Withholding Affidavit”).
C. C
ity's Deposits into Escrow. City shall deposit with Escrow Agent, on or prior to the Close of Escrow, the balance of the Purchase Price in accordance with Section 2.B.
D. C
losing Date. The conveyance of the Property to City and the closing of this transaction ("Close of Escrow") shall take place within 10 business days following the satisfaction of the conditions set forth in Sections 4 and 5 ("Closing Date"), or by the date specified in Section 5. C., whichever is earlier.
E. O
n the Closing Date, Escrow Agent shall close Escrow as follows:
1. R
ecord the Deed (marked for return to City) with the Ventura County Recorder (which shall be deemed delivery to City);
2. Issue the CLTA Owner's Policy of Title Insurance;
3. Prorate taxes, assessments and other charges as provided in Section 8. H;
4. Disburse to Seller the Purchase Price less prorated amounts and charges to be paid by or on behalf of Seller;
5. Charge City for those costs and expenses to be paid by City pursuant to this Agreement and disburse any net funds remaining after the preceding disbursements to City;
6. Prepare and deliver to both City and Seller one signed copy of Escrow Agent's closing statement showing all receipts and disbursements of the Escrow; and
7. Deliver to City the Foreign Investment in Real Property Tax Act (“FIRPTA”) Affidavit, and the Withholding Affidavit.
F. I
f Escrow Agent is unable to simultaneously perform all of the instructions set forth in E, above, Escrow Agent shall notify City and Seller and retain all funds and documents pending receipt of further instructions jointly issued by City and Seller.
G. P
rorations. Escrow Agent shall prorate the following costs at the Close of Escrow:
1. S
eller shall pay:
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2. City shall pay:
(a) The recording charges, if any, in connection with recordation of the Deed;
(b) All charges in connection with issuance of a CLTA Standard Policy of Title Insurance in the amount of the Purchase Price, that portion of the premium for the Title Policy in excess of the premium for a CLTA Standard Policy of Title Insurance, and all endorsements requested by the City; and
(c) All escrow fees charged by Escrow Agent.
H. Real Estate Taxes, Bonds, and Assessments. Real property taxes shall be prorated at the Close of Escrow based on the most current real property tax bill available, including any additional property taxes that may be assessed after the Close of Escrow but that relate to a period prior to the Close of Escrow, regardless of when notice of those taxes is received or who receives the notice. Seller shall pay all installments of any bond or assessment that constitutes a lien on the Property at the Close of Escrow.
I. Possession. Possession of the Property shall be delivered to City at the Close of Escrow.
Section 9. Default
A. If Escrow fails to close by reason of any default by Seller, City shall be entitled to the return of the Deposit and all accrued interest, and the Escrow shall be canceled and neither party shall have any rights or responsibilities to the other, except as otherwise provided in this Agreement.
B. If Escrow fails to close by reason of any default by City, Seller shall be entitled to retain the Deposit and all accrued interest as liquidated damages, and the Escrow shall be canceled and neither party shall have any rights or responsibilities to the other, except as otherwise provided in this Agreement.
Section 10. Seller's Representations and Warranties
A. Seller represents and warrants to City that as of the date of this Agreement and as of the Close of Escrow that to the best of Seller’s knowledge:
1. The Property is free and has always been free from Hazardous Substances and is not and has never been in violation of any Environmental Laws.
2. Seller has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any Environmental Draft Purchase Agreement – APN 676-0-070-070 Page 7 of 11 CDD: 531-40\bs\H:\COMMON\COSCA\Real Property (531-40)\1-Active Projects\Episcopal Church - Skyline\Purchase Offer\Draft Purchase Agreement - 676-0-070-070.docx Law, or informing Seller that the Property is subject to investigation or inquiry regarding Hazardous Substances on the Property or the potential violation of any Environmental Law.
3. There is no existing monitoring program required by the Environmental Protection Agency ("EPA") or any similar state agency concerning the Property.
4. No toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under, or at the Property, whether by accident, burying, drainage, or storage in containers, tanks, or holding areas, or by any other means.
5. Seller ha s disclosed to City all information, records, and studies in Seller's possession in connection with the Property concerning Hazardous Substances.
6. No condition on the Property violates any health, safety, fire, environmental, sewage, building, or other federal, state, or local law, code, ordinance, or regulation.
7. No leases, licenses, easements not reflected in the Preliminary Title report, or other agreements exist by which Seller has granted any third-party rights to use the Property are or will be in force.
8. There is no pending or threatened litigation, administrative proceeding, or other legal or governmental action with respect to the Property.
9. Any information that Seller has delivered to City, either directly or through Seller's agents, is accurate and Seller has disclosed all material facts concerning the operation, development, or condition of the Property known to Seller.
B. S
eller shall promptly notify City of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow and shall deliver to City at the Close of Escrow a certificate ("Closing Certificate") confirmi ng that the representations contained in this Agreement continue to be true as of the Close of Escrow. The obligations of City to consummate the transactions contemplated are conditioned upon the delivery by Seller of the Closing Certificate. If City reasonably concludes that a fact materially and adversely affects the Property, City shall have the option to terminate this Agreement by delivering written notice to Seller and Escrow Agent. If City terminates this Agreement pursuant to this Section, Escrow Agent shall, within five (5) days following receipt of City's notice to terminate, return to City the Deposit and all accrued interest, and cancel the Escrow.
C. S
eller agrees to indemnify City and agrees to defend and hold City harmless from all loss, cost, liability, expense, damage, or other injury, including without limitation, attorney fees and expenses, to the fullest extent not prohibited by applicable law, and all other costs and expenses incurred by reason of, or in any manner resulting from the breach of any warranties and representations in this Section 10.
S
ection 11. Seller's Covenants
A. C
ommencing with the full execution of this Agreement by both parties and until the Close of Escrow:
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1. S
eller shall not permit any liens, encumbrances, or easements to be placed on the Property, other than the Approved Exceptions, nor shall Seller enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on City or the Property after the Close of Escrow without the prior written consent of City.
2. S
eller shall not knowingly permit any act of waste or act that would tend to diminish the value of the Property for any reason, except that caused by ordinary wear and tear.
S
ection 12. Authority of Parties
A. S
eller warrants that this Agreement and all other documents delivered prior to or at the Close of Escrow:
1. H
ave been authorized, executed, and delivered by Seller;
2. Are binding obligations of Seller; and
3. Are collectively sufficient to transfer all of Seller's rights to the Property.
B. C
ity warrants that this Agreement and all other documents delivered prior to or on the Close of Escrow:
1. H
ave been authorized, executed, and delivered by City; and
2. Are binding obligations of City.
C. T
he parties warrant that the persons executing this Agreement on their behalf are authorized to do so, and on execution of this Agreement, this Agreement shall be valid and enforceable against City or Seller in accordance with this Agreement.
S
ection 13. Mutual Indemnification
E
ach party agrees to defend, indemnify, and hold harmless the other party from any claims, expenses, costs, or liabilities arising in connection with a breach of that party's representations, warranties, or covenants under this Agreement.
Section 14. Notices
A. A
ll notices to be given under this Agreement shall be in writing and sent by:
1. C
ertified mail, return receipt requested, in which case notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the United States Mail;
2. A
nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit with that courier; Draft Purchase Agreement – APN 676-0-070-070 Page 9 of 11 CDD: 531-40\bs\H:\COMMON\COSCA\Real Property (531-40)\1-Active Projects\Episcopal Church - Skyline\Purchase Offer\Draft Purchase Agreement - 676-0-070-070.docx
3. Hand delivery, in which case notice shall be deemed delivered upon receipt; or
4. E-mail or similar means if a copy of the notice is also sent by United States Mail, in which case notice shall be deemed delivered on transmittal by e-mail or other similar means, provided that a transmission record is generated that reflects the accurate transmission of the notice.
B. A
ny notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO
CITY: Brian Stark, COSCA Administrator
City of Thousand Oaks
2100 Thousand Oaks Blvd.
Thousand Oaks, CA 91362
T
O SELLER: [TBD]
S
ection 15. Entire Agreement
T
his Agreement and the documents referenced herein contain the entire agreement between the parties to this Agreement and shall not be modified in any manner except by an instrument in writing executed by the parties or their respective successors in interest.
S
ection 16. Miscellaneous
A. S
everability. If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected.
B. W
aivers. A waiver or breach of covenant or provision in this Agreement shall not be deemed a waiver of any other covenant or provision in this Agreement and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act.
C. C
onstruction. The Section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Agreement. The Section headings, captions, and arrangement of this instrument do not in any way affect, limit, amplify, or modify the terms and provisions of this Agreement.
T
he singular form shall include plural, and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to Sections are to this Agreement. All exhibits referred to in this Agreement are attached to it and incorporated in it by this reference.
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E. C
ounterparts. This Agreement may be executed in one or more counterparts.
Each shall be deemed an original and all, taken together, shall constitute one and the same instrument.
F. S
uccessors. This Agreement shall inure to the benefit of and shall be binding upon the parties to this Agreement and their respective heirs, successors, and assigns.
G. G
overning Law. This Agreement shall be governed and construed in accordance with California law.
T
he parties have executed this Agreement as of the date first written above.
SEL
LERS
CI
TY OF THOUSAND OAKS
Andrew P. Powers, City Manager
A
TTEST: APPROVED AS TO FORM:
Office of the City Attorney
Laura B. Maguire Noel Doran
City Clerk Assistant Attorney
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