Purchase and Sale Agreement – APN: 592-0-110-485
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\Council Actions\For OpenGov\Attachment 1 Draft Purchase Agreement.PDF
PURCHASE AND SALE AGREEMENT WITH ESCROW
INSTRUCTIONS FOR ASSESSOR PARCEL NUMBER
592-0-110-485 BETWEEN THE CITY OF THOUSAND
OAKS AND EMAD A. HILLO
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") made and entered into this ___th day of March, 2025, by and between CITY OF THOUSAND OAKS (“City”) , a municipal corporation, and EMAD A. HILLO , (“Seller”).
Recit
als
A. Selle
r is the owner of approximately 4.49 acres of real property ("Property") located within the City of Thousand Oaks, County of Ventura, California, more particularly described in attachment Exhibit A, which is incorporated into this Agreement by this reference.
B. Proper
ty consists of one parcel, Assessor Parcel Number 592-0-110-485, and further described in Exhibit A attached.
C. City desi
res to purchase Property to preserve as open space.
D. Selle
r desire s to sell Property to City on the terms and conditions of this Agreement.
NOW T
HEREFORE for good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows.
Sec
tion 1. Purchase and Sale
Sell
er agrees to sell, and City agrees to purchase, the Property subject to the terms and conditions in this Agreement.
Sec
tion 2. Purchase Price
The purc
hase price for the Property shall be Four Hundred Thousand dollars ($400,000) ("Purchase Price") and shall be payable as follows:
A. Wit
hin ten (10) business days of the opening of escrow as described in Section 3 below, City shall deposit with Escrow Agent the sum of Forty T housand dollars ($40,000.00) as earnest money ("Deposit"), which shall be applied to the Purchase Price in accordance with the terms of this Agreement.
ATTACHMENT #1
Purchase and Sale Agreement – APN: 592-0-110-485
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B. On or before the Closing Date, City shall deposit with Escrow Agent the balance of the Purchase Price in cash or in immediately available funds.
Section 3. Escrow
Within five (5) business days of full execution of this Agreement by the parties, City shall open an escrow ("Escrow") with Chicago Title Company , Attn: Randi Sender , 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.
Section 4. Conditions to City's Performance
City’s obligation to perform under this Agreement is subject to the following conditions.
A. Seller conveying a marketable fee simple title to the property by Grant Deed pursuant to Section 8. B. 1, herein.
B. Seller's representations and warranties in this Agreement being correct as of the date of this Agreement and as of the Close of Escrow.
C. Seller’s Performance of all obligations under this Agreement.
D. Escrow Agent being prepared to issue the Title Policy on the Close of Escrow subject only to the Approved Exceptions.
Section 5. Conditions to Seller's Performance
Seller's obligation to perform under this Agreement is subject to satisfaction of the following conditions.
A. City's performance of all of 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 40 days of opening of escrow.
Section 6. Access
A. Access 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 Purchase and Sale Agreement – APN: 592-0-110-485
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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, City shall restore the Property to the condition that existed prior to its inspection, sampling or audit. C ity 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 or that arise from the discovery of any condition of the Property . Any third parties besides C ity 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 C ity is self-insured for one million dollars and such self -insurance satisfies the insurance requirements of this subsection. Any entry onto Property by C ity or its agents, employees, or contractors shall be at reasonable times. The provisions of this Section shall survive the Close of Escrow.
B. In addition to the provisions of Section 6.A, above, C ity 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.
Section 7. Title
A. Immediately following the opening of Escrow, City shall cause Escrow Agent to issue to C ity (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, 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 C ity 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 twenty (20) 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, Purchase and Sale Agreement – APN: 592-0-110-485
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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 20-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 20 -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 C ity'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:
(a) Lien for real property taxes, bonds, and assessments not then due; and (b) Approved Exceptions.
B. Seller'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 Exception ("Deed");
2. A Non-Foreign Person Affidavit under Section 1445 of the Internal Revenue Code of 1986, as amended ("FIRPTA Affidavit"); and
3. Either California Franchise Tax Board Form 593- C or 593-W regarding the withholding of California taxes on the sale of California real estate (“Withholding Affidavit”).
Purchase and Sale Agreement – APN: 592-0-110-485
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C. City's Deposits into Escrow. C ity 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. Closing Date. The conveyance of the Property to C ity 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. On the Closing Date, Escrow Agent shall close Escrow as follows:
1. Record the Deed (marked for return to C ity) 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 C ity pursuant to this Agreement and disburse any net funds remaining after the preceding disbursements to City;
6. Prepare and deliver to both C ity 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. If Escrow Agent is unable to simultaneously perform all of the instructions set forth in E, above, Escrow Agent shall notify C ity and Seller and retain all funds and documents pending receipt of further instructions jointly issued by City and Seller.
G. Prorations. Escrow Agent shall prorate the following costs at the Close of Escrow:
1. Seller shall pay:
(a) All governmental conveyance- related fees and taxes due upon transfer of the Property, except as same may be exempt as a result of the conveyance of the Property to an exempt public agency.
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.
Purchase and Sale Agreement – APN: 592-0-110-485
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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 C ity at the Close of Escrow.
Section 9. Default
A. If Escrow fails to close by reason of any default by Seller, C ity shall be entitled to the return of the Deposit, 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 C ity, Seller shall be entitled to retain the Deposit 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 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 has disclosed to City all information, records, and studies in Seller's possession in connection with the Property concerning Hazardous Substances.
Purchase and Sale Agreement – APN: 592-0-110-485
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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. Seller shall promptly notify C ity 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") confirming 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 C ity reasonably concludes that a fact materially and adversely affects the Property, C ity shall have the option to terminate this Agreement by delivering written notice to Seller and Escrow Agent. If C ity 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 cancel the Escrow.
C. Seller 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 allowed by 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.
Section 11. Seller's Covenants
A. Commencing with the full execution of this Agreement by both parties and until the Close of Escrow:
1. Seller 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. Seller 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.
Purchase and Sale Agreement – APN: 592-0-110-485
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Section 12. Authority of Parties
A. Seller warrants that this Agreement and all other documents delivered prior to or at the Close of Escrow:
1. Have 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. City warrants that this Agreement and all other documents delivered prior to or on the Close of Escrow:
1. Have been authorized, executed, and delivered by City; and
2. Are binding obligations of City.
C. The 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 C ity or Seller in accordance with this Agreement.
Section 13. Mutual Indemnification
Each 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. All notices to be given under this Agreement shall be in writing and sent by:
1. Certified 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;
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 re cord is generated that reflects the accurate transmission of the notice.
B. Any 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:
Purchase and Sale Agreement – APN: 592-0-110-485
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TO CITY: Brian Stark, COSCA Administrator
City of Thousand Oaks
2100 Thousand Oaks Blvd.
Thousand Oaks, CA 91362
Email: [email protected]
With copy to: City Attorney,
Attn: Assistant City Attorney Brick
2100 Thousand Oaks Blvd.
Thousand Oaks, CA 91362
Email:[email protected]
TO SELLER: Emad A. Hillo
11770 Seminole Circle
Porter Ranch, CA 91326
Email: [email protected]
Section 15. Entire Agreement
This 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.
Section 16. Miscellaneous
A. Severability. If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected, provided the intent of the parties is not materially frustrated.
B. Waivers. 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. Construction. 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.
The 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 Purchase and Sale Agreement – APN: 592-0-110-485
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are to this Agreement. All exhibits referred to in this Agreement are attached to it and incorporated in it by this reference.
D. Merger. All of the terms, provisions, representations, warranties, and covenants of the parties under this Agreement shall survive the Close of Escrow and shall not be merged in the Deed or other documents.
E. Counterparts and Signatures. 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. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.
This section left intentionally blank
Purchase and Sale Agreement – APN: 592-0-110-485
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F. Successors. 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. Governing Law. This Agreement shall be governed and construed in accordance with California law.
The parties have executed this Agreement as of the date first written above.
SELLERS
__________
Emad A. Hillo Date
CITY OF THOUSAND OAKS
________________________________ ___________
Andrew P. Powers, City Manager Date
ATTEST/CERTIFY:
________________________________ ___________
Laura B. Maguire, City Clerk Date
APPROVED AS TO FORM:
Office of the City Attorney
________________________________ ___________
Joseph Brick Date
Assistant Attorney
Purchase and Sale Agreement – APN: 592-0-110-485
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Exhibit A – Property Description
That portion of Tract “G” of Rancho Simi, in the City of Thousand Oaks, County of Ventura, State of California, according to the map thereof recorded in book 3, page 7 of Miscellaneous Records, in the office of the County Recorder of said county, lying Southeasterly of the Southerly line of that strip of land conveyed to the County of Ventura, as and for a covered road, by deed dated July 10, 1900, recorded in book 67, page 134 of deeds, records of saif county.
Commonly known as vacant land APN# 592-0-110-485, Thousand Oaks