Agenda Related Items - Meeting of April 14, 2026
Supplemental Packet Date: April 14, 2026
THOUSAND OAKS CITY COUNCIL
Supplemental
Information
Packet
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uant to the Brown Act, G.C. 54957.5(2)].
TO: Andrew
P. Powers, City Manager
FROM: A
kbar Alikhan, Assistant City Manager
DATE: Ap
ril 14, 2026
SUBJECT
: Purchase of Real Property Located at 1868 Thousand Oaks Boulevard
RECOMM
ENDATION:
1. Approv
e the Purchase and Sale Agreement between the City of Thousand Oaks and 1868 T.O., LLC for the purchase of property located at 1868 Thousand Oaks Boulevard, Assessor Parcel Number (APN) 670-0-182-050.
2. Authorize the City Manager to execute the Purchase and Sale Agreement, subject to any conforming and clarifying changes acceptable to the City Manager and City Attorney.
3. Approve budget appropriation and expenditure in the amount of $4,585,000 in FY 2025-26 from A/C #001-0000-311-0000 (General Fund, Fund Balance) to A/C #001-4630-644-8100 (General Fund – Land, CI 5540) for the purchase of real property located at 1868 Thousand Oaks Boulevard, APN 670-0-182-050.
4. Authorize the City Manager, or designee, to execute a leaseback agreement for the subject property and all documents necessary to effectuate the purchase of 1868 Thousand Oaks Boulevard, APN 670-0-182-050, pursuant to the terms and conditions set forth in the Purchase and Sale Agreement.
5. Find that the foregoing actions are exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Sections 15061(b)(3) (Common Sense Exemption) and 15301 (Existing Facilities).
LEVINE A
CT ITEM: Yes
Item No. 12C
1 FINANCIAL IMPACT:
$4,
585,000 Increase to the Adopted FY 2025 -26 General Fund Budget .
Increase in the amount of $ 4,585,000 to the Adopted FY 2025-26 General Fund Budget CI 5540 for acquisition of the property located at 1868 Thousand Oaks Boulevard. $4,500,000 is included for purchase price along with $50,000 for leaseback of property to current owner, and $35,000 for escrow and title services.
BACKG
ROUND:
S
ince adoption of the Downtown Core Master Plan on June 5, 2018, the City has continued to advance a long- term vision for a more active, pedestrian- friendly downtown. The Downtown Project - which will be considered by City Council in June - is intended to revitalize the downtown core through a coordinated program of public and private improvements, including mixed- use development, public gathering spaces, circulation improvements, and supporting infrastructure.
A
central component of the proposed Downtown Project is the public roadway referred to as Main Street, which would provide access to the mixed-use buildings and proposed hotel, together with streetscape enhancements and related public amenities. The alignment of Main Street is integral to circulation of the Downtown Project; however, it overlies private property located at 1868 Thousand Oaks Boulevard (Attachment #1).
T
he property at 1868 Thousand Oaks Boulevard is approximately 0.25 acres (10,800 square feet) and is within the broader Downtown Project area. The property is designated Commercial Neighborhood under the General Plan and is located within the Thousand Oaks Boulevard Specific Plan (SP 20) area. The property currently consists of a two-story, 4,400-square-foot medical office building constructed in 2003, along with 16 parking spaces and a trash enclosure. The building is owner-occupied by a dental practice.
C
ity staff has been in regular discussions with the property owner regarding acquisition of the property. This acquisition would allow the City to assemble the land rights needed for construction of Main Street and related public improvements, including curb, gutter, sidewalk, and associated frontage and circulation improvements, in furtherance of the Downtown Project, if the Project is ultimately approved by City Council. The property’s context within the broader Downtown Project is depicted in Attachment #2. In anticipation of potential acquisition of the property, City staff included the property in the Downtown Project Environmental Impact Report, published in March 2026.
2 DISCUSSION/ANALYSIS:
Staff has negotiated a Purchase and Sale Agreement (Attachment #3) with the property owner, 1868 T.O., LLC, for the acquisition of the property. The agreement provides for a purchase price of $4,500,000, with conveyance of fee simple title to the City at closing. The City anticipates that if the purchase is approved by City Council, close of escrow will occur in May 2026.
To inform negotiations, the property was independently appraised and the purchase price was negotiated based on appraisal , market conditions , and business relocation costs. Acquisition of the entire parcel in fee simple is recommended to support implementation of Main Street and related Downtown Project improvements , if the Downtown Project is ultimately ap proved by City Council, and to provide the City with full site control needed for project delivery, future design coordination, and construction phasing. If the Downtown Project is not approved by City Council, the purchase of this property is in alignment with prior land purchases by the City in the area surrounding the Thousand Oaks Civic Arts Plaza.
In addition to the purchase price, the negotiated transaction structure includes a 14-month, post-closing leaseback to the seller. Following close of escrow, the City will take ownership of the property and lease it back to the current owner. The City will pay a monthly lease rate $3,571 to rent the building on behalf of the current owner. The 14-month lease back period will allow ample time for relocation of the dental practice presently occupying the building.
The property currently has a reciprocal access arrangement for the shared driveway with the parcel immediately to the west, which is already City -owned.
Because the City will own both the benefited and burdened parcels after acquisition, the reciprocal access agreement will be terminated.
Top Ten Council Priorities FY 2025-26
The recommended action meets City Council’s Top Ten Priorities #2, to implement high-quality revitalization projects within the Thousand Oaks Boulevard area, develop a pedestrian-oriented and viable downtown, provide public infrastructure that improves circulation and pedestrian access.
3 COUNCIL GOAL COMPLIANCE:
Meets the following City Council goal:
J. Implement high quality revitalization projects within Thousand Oaks Boulevard and Newbury Road Areas; develop a pedestrian oriented, viable, and self - sustaining “Downtown;” and continue to support production of long-term affordable housing.
Attachments:
Attachment #1 – Location Map
Attachment #2 – Property Context within Downtown Project Attachment #3 – Purchase and Sale Agreement
CMO: 670-80\aa\City Council\Council Items\2026\041426\ Purchase of Real Property Located at 1868 Thousand Oaks Boulevard
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This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.
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April-13-2026
1868 Thousand Oaks Boulevard
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Parcel Data: 1868 E THOUSAND OAKS BLVD
Notes:
CMO: 670-80\aa\City Council\Council Items\2026\041426\ Purchase of Real Property Located at 1868 Thousand Oaks Boulevard Att 1 ATTACHMENT #1
5 Context within Downtown Project
CMO: 670-80\aa\City Council\Council Items\2026\041426\ Purchase of Real Property Located at 1868 Thousand Oaks Boulevard Att 2 ATTACHMENT #2
6 P
URCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “ Agreement”) is made and entered into as of ________________________, 2026 (the “ Effective Date ”), by and between CITY OF THOUSAND OAKS, a California municipal corporation (“ Buyer” or “City ”), and 1868 T .O., LLC, a California limited liability company (“Seller”).
IN CONSIDERATION of the respective agreements hereinafter set forth, Seller and Buyer hereby agree as follows:
1. Purchase and Sale of Property . Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions set forth herein, the following (collectively, the “Property”):
(a) That certain real property located in the City of Thousand Oaks, County of Ventura, State of California, commonly referred to as 1868 Thousand Oaks Blvd., Thousand Oaks, CA 91362 (APN 670-0-182-050) all as more fully described in Exhibit A (the “Land”), together with all rights, privileges, easements , appurtenances, and improvements to or affecting the Land (collectively, the “Appurtenances”).
2. Purchase Price; Deposit.
(a) The purchase price for the Property (“Purchase Price”) shall be Four Million Five Hundred Thousand Dollars and 00/100 cents ($4,500,000). (b) As additional negotiated consideration for the purchase contemplated herein, Buyer shall provide Seller with a fourteen (14) month post -closing leaseback at the Property pursuant to Section 13 and Exhibit C. The parties acknowledge that the agreed economic value of such free-rent occupancy is $50,000.00 (based on approximately $3,571.43 per month for fourteen months), and that such occupancy benefit is part of the overall negotiated consideration for this transaction.
(c) The Purchase Price shall be paid as follows:
(i) Within three (3) days following the Effective Date, Seller and Buyer shall open an escrow in connection herewith (“ Escrow”) at ________________________ (“Escrow Holder”), and Buyer shall deposit into Escrow the amount of One Hundred Thousand Dollars ($100,000) (“Deposit”) in cash or other immediately available funds. Escrow Holder shall invest the Deposit in government insured interest -bearing accounts satisfactory to Seller and Buyer, shall not commingle the Deposit with any funds of Escrow Holder or others, and shall promptly provide Buyer and Seller with confirmation of the investments made. Such account shall have no penalty for early withdrawal. All interest earned on the Deposit shall become a part of the Deposit.
ATTACHMENT #3
7 (
ii) On or before the Closing, if this Agreement has not been earlier terminated, Buyer shall deposit into Escrow cash or other immediately available funds in the amount of the balance of the Purchase Price, less any credits due Buyer hereunder (the “ Closing Amount”). The Closing Amount shall be applied towards the Purchase Price at the Closing.
3. Title to the Property . At the Closing, Seller shall cause to be conveyed to Buyer fee simple title to the Property by duly executed and acknowledged grant deed substantially in the form attached hereto as Exhibit B and incorporated herein by this reference (the “ Deed”). As used in this Agreement, Closing (the “ Closing”) shall be deemed to occur upon the recording of the Deed on the Closing Date . Evidence of delivery of fee simple title shall be the issuance by [INSERT NAME OF TITLE COMPANY] (“ Title Company”) to Buyer of an ALTA standard coverage owner's policy of title insurance in the amount of the Purchase Price, insuring fee simple title to the Property in Buyer, subject only to such exceptions as Buyer shall have approved as provided below (the “ Title Policy ”). The Title Policy shall provide full coverage against mechanics' and materialmen's liens and shall contain such special endorsements as Buyer may reasonably require, including, without limitation, any endorsements required as a condition to Buyer's approval of any title exceptions (the “ Endorsements”). Within five ( 5) business days following the opening of Escrow, Buyer shall order the issuance of a preliminary title report with respect to the Property, together with copies of all underlying documents referenced therein and a map containing a plotting of all easements capable of being plotted (collectively, the “Preliminary Report”), to be prepared by the Title Company and delivered to Buyer and Seller. No later than fifteen (15) business days after receipt of the Preliminary Report, Buyer shall give written notice to Seller (“Buyer's Disapproval Notice”) of any items contained in the Preliminary Report which Buyer disapproves (“ Disapproved Items ”). Failure of Buyer to timely give Seller Buyer’s Disapproval Notice shall be deemed to be an approval by Buyer of such Disapproved Items. In any event, Buyer need not disapprove, and Seller covenants to remove as exceptions to title prior to the Closing, any mortgages, deeds of trust, and other monetar y encumbrances (collectively, “Disapproved Liens ”) shown on the Preliminary Report except for real property taxes not delinquent. Seller shall notify Buyer (“ Title Cure Notice”) no later than five ( 5) business days after receipt of Buyer's Disapproval Notice (“ Title Cure Notice Period ”) whether it elects to discharge, satisfy or otherwise remove the Disapproved Items specified in Buyer’s Disapproval Notice. Failure by Seller to give a Title Cure Notice before the expiration of the Title Cure Notice Period will be deemed to be Seller’s election not to discharge, satisfy or otherwise remove such Disapproved Items. Buyer shall have five (5) Business Days after receipt of the Title Cure Notice or expiration of the Title Cure Notice Period, whichever is the fi rst to expire, with respect to all Disapproved Items that Seller did not elect to discharge, satisfy or otherwise remove in the Title Cure Notice (or is deemed to have elected not to discharge, satisfy or otherwise remove), by written notice given to Seller and Escrow Holder to:
(1) Waive such Disapproved Items and proceed with Closing, accepting title to the Property subject to such Disapproved Exception(s), or
(2) Terminate this Agreement, in which case both Buyer and Seller shall be relieved of all further obligations and liabilities to each other under this Agreement, except for such as have accrued prior to the date of termination or are expressly stated to survive the termination of this Agreement, and all the funds and documents 8 de
posited with Escrow Holder shall be promptly refunded or returned, as the case may be, by Escrow Holder to the depositing party, except that Buyer and Seller shall each be responsible for one-half of any Escrow termination charges.
4. Investigations; Seller's Deliveries.
(a) Investigations. From the Effective Date until 5:00 p.m. Pacific Time on the date that is thirty (30) days thereafter (the “Investigation Period”), Buyer may conduct, at its sole cost, such investigations, inspections, studies, and tests of the Property as Buyer deems necessary or advisable, including without limitation title, survey, environmental, physical, and land use/zoning reviews, and engineering evaluations of the mechanical, electrical, HVAC and other systems in the Property (collectively, “Investigations”). 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. (i) Prior to any entry on the Property, Buyer or its consultant shall obtain a policy of liability insurance with a combined single limit in an amount not less than One Million Dollars ($1,000,000), naming Seller as an additional insured on said policy; and Buyer or its consultants shall furnish to Seller a certificate of insurance confirming such coverage. Buyer may terminate this Agreement for any reason or no reason by delivering written notice to Seller on or before expiration of the Investigation Period. I f Buyer timely terminates, such termination shall be on the terms and have the effect set forth in Section 3, clause (2) above. (ii) Following any Investigations, Buyer shall restore the Property to substantially its physical condition as existed prior to such inspection. (iii) If Buyer does not timely terminate, the Investigation Period shall lapse, the Deposit shall become non- refundable to Buyer except in the event of Seller default or the failure of any express condition precedent to Closing set forth in this Agreement, and the parties shall proceed to Closing.
(b) Seller Deliveries . Within five ( 5) business days following the Effective Date, Seller shall deliver to Buyer copies of all documents in Seller's possession or control, or to which Seller has access or possession that are material to the ownership, operation, or condition of the Property (collectively, the “Seller's Deliveries”).
5. Seller’s Conditions Precedent to Closing. Seller's obligations hereunder, including, but not limited to, its obligation to consummate the purchase transaction provided for herein, are subject to the satisfaction of each of the following conditions, each of which is for the sole benefit of Seller and may be waived by Seller in writing in Seller’s sole and absolute discretion:
(a) Buyer shall not be in default under this Agreement. (b) Each representation and warranty made in this Agreement by Buyer shall be true and correct in all material respects at the time as of which the same is made and as of the Closing.
9 (
c) Buyer shall have complied with all of Buyer’s duties and obligations contained in this Agreement and all of Buyer’s representations and warranties contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing.
6. Buyer’s Conditions Precedent to Closing. The following are conditions precedent to Buyer's obligation to purchase the Property (the “ Conditions Precedent”). The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing in Buyer’s sole and absolute discretion. In the event any Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement and such termination shall be on the terms and have the effect set forth in Section 3(2) of this Agreement. (a) Buyer's inspection, review and approval, of the Investigations and Seller's Deliveries;
(b) The Title Company shall be unconditionally committed to issue the Title Policy to Buyer upon the Closing in the form and with such exceptions and endorsements as have been approved, or are deemed approved, by Buyer as provided in Section 3 above; and (c) Seller shall have complied with all of Seller's duties and obligations contained in this Agreement and all of Seller's representations and warranties contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date.
7. LIQUIDATED DAMAGES. IF THE SALE OF THE PROPERTY PURSUANT
TO THIS AGREEMENT IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT
UNDER THIS AGREEMENT ON THE PART OF BUYER, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED
THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE.
THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE
THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE
PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S SOLE
AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. SELLER
HEREBY WAIVES ANY AND ALL BENEFITS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3389. FURTHERMORE, THE PAYMENT AND RETENTION OF
SUCH DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 AND 3369, BUT IS INTENDED TO CONSTITUT E LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. UPON
BUYER'S DEFAULT, SELLER MAY INSTRUCT ESCROW HOLDER TO CANCEL THE
ESCROW, AND PROMPTLY UPON RECEIPT OF SAID INSTRUCTIONS, ESCROW HOLDER SHALL (i) CANCEL THE ESCROW, (ii) PAY ALL OF ESCROW HOLDER'S CHARGES FROM THE DEPOSIT, AND (iii) DISBURSE TO SELLER THE DEPOSIT PURSUANT TO THIS SECTION 7. INITIALS: Seller _________ Buyer __________ 10 8.
Escrow; Closing, Prorations.
(a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase contemplated hereby. Seller and Buyer shall execute such supplemental Escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms of this Agreement, provided such supplemental Escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time. In the event of any conflict between the provisions of this Agreement and any supplementary Escrow instructions signed by Buyer and Seller, the terms of this Agreement shall control. (b) The Closing shall take place (the “Closing Date”) on May 15, 2026, unless otherwise mutually agreed by the Parties in writing.
(c) At or before the Closing, Seller shall deliver to Escrow Holder the following:
(i) the duly executed and acknowledged Deed for the Property (Exhibit B);
(ii) Seller’s non-foreign certification;
(iii) Form 593;
(iv) evidence reasonably acceptable to Escrow Holder and Title Company that the documents delivered by Seller have been duly authorized and executed on behalf of Seller and constitute valid and binding obligations of Seller; (v) any other documents which the Escrow Holder or Title Company may reasonably require from Seller in order to close Escrow which do not increase Seller's liability or obligations hereunder;
(vi) a closing statement in form and content satisfactory to Buyer and Seller (the “Closing Statement”) duly executed by Seller; and (vii) any other instruments, records or correspondence called for hereunder which have not previously been delivered.
(d) At or before the Closing, Buyer shall deliver to Escrow Holder the following:
(i) the Closing Statement, duly executed by Buyer;
(ii) the Closing Amount; and
(iii) evidence reasonably acceptable to Escrow Holder and Title Company that the documents delivered by Buyer have been duly authorized and executed on behalf of Buyer and constitute valid and binding obligations of Buyer. 11 (
e) Seller and Buyer shall each deposit such other instruments as are reasonably required by Escrow Holder or Title Company or otherwise required to close the Escrow and consummate the purchase of the Property in accordance with the terms hereof. (f) The following are to be paid by Buyer or Seller or apportioned as of the Closing Date, as follows:
(i) Costs and expenses of Escrow incurred in this transaction shall be paid as follows:
(1) Seller shall pay all costs for recording fees (if any), transfer taxes (if any) and the premium for a standard ALTA coverage owner's policy of title insurance and the cost of any title endorsements obtained by Seller in order to discharge, satisfy or otherwise remove Disapproved Items;
(2) Buyer shall pay the premium for any extended ALTA
coverage of other title endorsements obtained by it if desired; (3) Seller and Buyer shall each pay one-half (1/2) of the Escrow fees and related expenses;
(4) all other costs of escrow shall be paid equally by Buyer and Seller.
(ii) The provisions of this Subparagraph (i) shall survive the Closing and any termination of this Agreement.
9. Representations, Warranties and Covenants of Seller. As of the date hereof and again as of Closing, Seller represents and warrants to Buyer as follows:
(a) Authority. Seller is a California limited liability company organized under the laws of the State of California. This Agreement and all documents executed by Seller which are to be delivered to Buyer at the Closing are and at the time of Closing will be duly authorized, executed and delivered by Seller, are and at the time of Closing will be legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms. Seller has obtained all necessary authorizations, approvals and consents to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) No Action. No litigation, attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Seller or the Property, nor are any such proceedings contemplated by Seller.
(c) Title. Seller is the sole owner of fee title to the Property and, at Closing, Seller shall convey good and marketable fee title to Buyer, free and clear of all liens, encumbrances, leases, licenses, rights of possession, and other exceptions created by, through, or 12 u
nder Seller, except for (i) Seller’s right of possession post-Closing pursuant to the Leaseback and (ii) the permitted exceptions approved by Buyer in writing. (d) Notices of Violation . Seller has not received any written notice of any violation of law, zoning regulation, building code, fire code, environmental law, or other governmental requirement affecting the Property that remains uncured, and Seller has not received any written notice of default under any contract, permit, or agreement affecting the Property that remains uncured.
(e) Hazardous Materials. 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 l aw. Seller has not received any written notice from any governmental agency or third party alleging any release of hazardous materials on, at, under, or from the Property, or any violation of environmental law affecting the Property, that remains unresolved.
(f) Possession. Buyer shall receive title to the Property at Closing, and Seller shall be entitled to continued possession of the Property only pursuant to the Leaseback. Seller shall cause the Property to be vacated and surrendered to Buyer upon expiration or earlier termination of the Leaseback, free of occupants, personal property, and debris, broom clean, in the condition required by the Leaseback.
(g) Contracts. Except as expressly disclosed to Buyer in writing, including the Leaseback, there are no service contracts, management agreements, maintenance agreements, brokerage agreements, leasing arrangements, or other contracts affecting the Property that will bind Buyer or survive Closing.
(h) Changed Circumstances. Seller shall promptly notify Buyer in writing of any fact or event occurring after the Effective Date that would make any representation or warranty untrue or misleading in any material respect.
10. Representations, Warranties and Covenants of Buyer. Buyer hereby represents and warrants to Seller as follows:
(a) Buyer is a California municipal corporation duly organized and validly existing under the laws of the State of California. This Agreement and all documents executed by Buyer which are to be delivered to Seller at the Closing are and at the time of Closing will be duly authorized, executed and deliv ered by Buyer, are and at the time of Closing will be legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms, and do not and at the time of Closing will not violate any provision of any agreement or judicial order to which Buyer is subject. Buyer has obtained all necessary authorizations, approvals and consents to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
11. Prorations. Subject to the other provisions of this Section 11, 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 13 B
uyer for its approval a tentative prorations schedule showing the categories and amounts of all prorations proposed, including all operating expenses. 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 11 shall survive closing.
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SELLER INITIALS
(a) 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 , and all sums due for accounts payable which have been incurred with respect to the Property prior to the Closing shall be paid by Seller . Such Seller obligation to pay such costs incurred prior to Closing shall survive Closing. Buyer shall furnish to Seller for payment any bills for such period received after the Closing, and Buyer shall have no further obligation with respect thereto.
(b) 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 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 p eriod of Seller’s ownership in which Closing occurs. If Seller has already paid the entire installment for such period, Seller shall be entitled to a refund from the taxing authority (but not Buyer) of any excess payment made to such 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. (c) 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.
12. Continuation and Survival. All representations, warranties and covenants by the respective parties contained herein or made in writing pursuant to this Agreement are intended to 14 a
nd 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, as well as any termination of this Agreement.
13. Other Covenants and Contingencies. Seller shall comply with the covenants contained in this Article 13 from the Effective Date through the Closing Date unless Buyer consents otherwise in writing or as otherwise provided below. Buyer may grant or withhold any such consent requested by Seller in Buyer’s sole discretion. (a) Insurance. Seller shall maintain or cause to be maintained in full force and effect its present insurance policies for the Property. (b) Transfer. Seller shall not sell, encumber or otherwise transfer any interest in all or any portion of the Property, or agree to do so. (c) Leaseback. As a condition to Closing, Buyer, as landlord, and Seller, as tenant, shall execute and deliver a post -closing leaseback agreement substantially in the form attached hereto as Exhibit C (the “Leaseback ”). The Leaseback term shall commence immediately upon Closing and shall expire at 11:59 p.m. on the date that is fourteen (14) months after the Closing Date. No base rent shall be due during the Leaseback term, it being acknowledged by the parties that the value of such rent waiver has been included in the overall negotiated Purchase Price for this transaction pursuant to Section 2 of this Agreement. During the Leaseback term, Seller shall pay all utilities, janitorial, trash, telephone, internet, and other operating costs attributable to Seller’s occupancy and use of the Property, shall keep the Property in good order and repair, reasonable wear and tear excepted, and shall not assign the L easeback or sublet any portion of the Property without Buyer’s prior written consent, as further provided in the Leaseback.
Seller shall have no right to extend the Leaseback term or to hold over after expiration of the Leaseback term. Upon expiration or e arlier termination of the Leaseback, Seller shall vacate and surrender the Property to Buyer broom clean, free of occupants, personal property, and debris , as further provided in the Leaseback. The provisions of this Section 13(c) shall survive the Closing.
Any holding over by Seller after expiration of the Leaseback term without Buyer’s prior written consent shall be a tenancy at sufferance only and shall not create a month-to-month tenancy or any other tenancy, and Buyer shall have all remedies available at law or in equity. (d) Best Efforts. Seller shall use its best efforts to cause the conditions set forth in Section 6 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 9 becoming false or incorrect.
These covenants shall survive the Closing.
14. Professional Fees. In the event legal action is commenced to enforce or interpret any of the terms or provisions of this Agreement, the prevailing party in such action shall be entitled to an award of reasonable attorney's fees and costs incurred in connection with the prosecution or defense of said action. In addition, the prevailing party shall be entitled to recover 15 a
ny actual accounting, engineering or other professional fees reasonably incurred in said action or proceeding.
15. Publicity and Confidentiality. Buyer and Seller each agree that prior to the Closing, the terms of the transaction contemplated by this Agreement, the identity of each party and all information made available by the parties to each other, shall be maintained in strict confidence and prior to the Closing, no disclosure of such information will be made by Buyer or Seller, except to such attorneys, accountants, investment advisors, lenders and others as is reasonably required to evaluate and consummate this t ransaction or except as may be mutually agreed by Buyer and Seller. Buyer and Seller each further agree that nothing in this Section 15 shall prevent Buyer or Seller from disclosing or accessing any information otherwise deemed confidential under this Section (a) in connection with that party's enforcement of its rights hereunder; (b) pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement; (c) in connection with performance by either party of its obligations under this Agreement (including, but not limited to, the delivery and recordation of instruments, notices or other documents required hereunder); or (d) to potential lenders, investors, participants or assignees in or of the transactio n contemplated by this Agreement or such party's rights therein.
Notwithstanding the foregoing, Seller acknowledges that the City is a public agency subject to the Ralph M. Brown Act and other applicable laws requiring public disclosure and approval of public transactions. Accordingly, nothing in this Section shall prevent or restrict City from agendizing, discussing, approving, or disclosing this Agreement and the transaction contemplated herein as required by law.
16. Miscellaneous.
(a) Notices. Any notice, consent or approval required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given upon (i) hand delivery, (ii) one business day after being deposited with Federal Express or another reliabl e overnight courier service for next business day delivery, (iii) upon facsimile transmission (except that if the date of such transmission is not a business day or if such transmission is made after 5:00 p.m. on a business day, then such notice shall be deemed to be given on the first business day following such transmission), or (iv) five business days after being deposited in the United States mail, registered or certified mail, postage prepaid, return receipt required, and addressed as follows (or such other address as either party may from time to time specify in writing to the other in accordance herewith):
If to Buyer: City of Thousand Oaks
Attn.: City Clerk
2100 Thousand Oaks Blvd, CA 91362
Phone: (805) 449-2151
Email: [email protected]
With a copy to: Best Best & Krieger LLP
Attn: Seth Merewitz
300 South Grand Ave., 25th Floor
16 L
os Angeles, CA 90071
Phone: (213) 617-8100
E-Mail: [email protected]
If to Seller: 1868 T.O., LLC
Attn:
Phone:
Email:
With a copy to:
Attn:
Phone:
Email:
___________________________
To Escrow Holder: _______________________________
Attn: __________________________
_______________________________
_______________________________
Phone: _________________________
Email ___________________________
(b) Successors and Assigns. Buyer shall have the right to assign this Agreement to any entity controlling, controlled by or under common control with Buyer without Seller's consent or approval, and otherwise Buyer shall have the right to assign this Agreement to any entity subject to Seller's prior approval, which approval shall not be unreasonably withheld, conditioned or delayed. Any such assignee shall assume all obligations of Buyer hereunder; however, Buyer shall remain liable for all obligations hereunder. Seller shall have the right to assign this Agreement. Except as otherwise permitted by this paragraph, neither this Agreement nor the rights of either party hereunder may be assigned by either party. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and assigns.
(c) Amendments. This Agreement may be amended or modified only by a written instrument executed by Seller and Buyer.
(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
(e) Construction. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to Sections and subparagraphs are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated by this reference. 17 (f) N
o Joint Venture . This Agreement shall not create a partnership or joint venture relationship between Buyer and Seller.
(g) Merger of Prior Agreements . This Agreement and the exhibits attached hereto constitute the entire agreement between the parties and supersede all prior agreements and understandings between the parties relating to the subject matter hereof, including without limitation, any letters of intent previously executed or submitted by either or both of the parties hereto, which shall be of no further force or effect upon execution of this Agreement. (h) Time of the Essence. Time is of the essence of this Agreement. As used in this Agreement, a “business day” shall mean a day which is not a Saturday, Sunday or recognized federal or state holiday. If the last date for performance by either party under this Agreement occurs on a day which is not a business day, th en the last date for such performance shall be extended to the next occurring business day.
(i) Severability. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. (j) Further Assurances. Each of the parties shall execute and deliver any and all additional papers, documents and other assurances and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent of the parties.
(k) Captions. The captions appearing at the commencement of the sections and paragraphs hereof are descriptive only and for convenience in reference. Should there be any conflict between any such caption and the section at the head of which it appears, the section a nd paragraph and not such caption shall control and govern in the construction of this Agreement. (l) No Obligation To Third Parties. Execution and delivery of this Agreement shall not be deemed to confer any rights upon, directly, indirectly or by way of subrogation, nor obligate either of the parties hereto to, any person or entity other than each other. (m) Waiver. The waiver by any party to this Agreement of the breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach, whether of the same or another provision of this Agreement. (n) Interpretation. This Agreement has been negotiated at arm's length and between persons (or their representatives) sophisticated and knowledgeable in the matters dealt with in this Agreement. Accordingly, any rule of law (including California Civil Code § 1654 and any successor statute) or legal decision that would require interpretation of any ambiguities against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the parties and this Agreement. (o) 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, 18 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 coun terparts 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 a nd 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 for m of signature.
[Signatures on following page]
19 I
N WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
BUYER:
CITY OF THOUSAND OAKS,
a California municipal corporation
By:
Mikey Taylor, Mayor
By:
Andrew Powers, City Manager
Attest:
Laura B. Maguire, City Clerk
Approved as to Form:
By:_________________________
Tracy M. Noonan, City Attorney
SELLER:
1868 T.O., LLC,
a California limited liability company
By:
Name:
Its:
By:
Name:
Its:
20 E
XHIBIT A
LEGAL DESCRIPTION
21 EXHIBIT B
FORM OF DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
City of Thousand Oaks
Attn. City Clerk
EXEMPT FROM RECORDING FEES PURSUANT
TO GOVERNMENT CODE SECTION 27383
SPACE ABOVE THIS LINE FOR RECORDER’S USE
The Undersigned Grantor(s) Declare(s):
DOCUMENTARY TRANSFER TAX $___0_____; CITY TRANSFER TAX $___0_____; SURVEY MONUMENT FEE $ ____0____
[ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ ] unincorporated area; [ X ] City of Thousand Oaks and
GRANT DEED
FOR VALUE RECEIVED, 1868 T.O., LLC, a California limited liability company (“Grantor”), grants to CITY OF THOUSAND OAKS, a California municipal corporation (“Grantee”), all that certain real property situated in the County of Ventura, State of California, described herein (the “Property”):
SEE ATTACHED EXHIBIT A.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of ________________, 2026.
GRANTOR:
1868 T.O., LLC, a California limited liability
company
By: [exhibit only – do not execute]
Name:
Its:
22 E
xhibit A to Grant Deed
Property Legal Description
23 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 ___________________, before me, _____________________________, a 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)
24 C
ERTIFICATE 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 __________________, 2026, from 1868 T.O., LLC, a California limited liability company, to the City of Thousand Oaks, a California municipal corporation, is hereby accepted by the undersigned officer on behalf of the City of Thousand Oaks, pursuant to the authority conferred by Resolution No. _______, adopted by the City Council of the City of Thousand Oaks on ___________________, 2026 and the City consents to recordation thereof by its duly authorized officer.
Dated: _________________, 20___
CITY OF THOUSAND OAKS,
a California municipal corporation
By:
Mikey Taylor, Mayor
By:
Andrew Powers, City Manager
Attest:
City Clerk
25 E
XHIBIT C
LEASEBACK AGREEMENT
[To be finalized prior to PSA execution]
26 THE FOLLOWING
4 PAGES
ARE RELATED
TO ITEM 12.B.
27 From: Karen Fraser <[email protected]>
Sent: Tuesday, April 7, 2026 2:15 PM
To: Mikey Taylor <[email protected]>; Bob Engler <[email protected]>; Al Adam <[email protected]>; Tie Gutierrez <[email protected]>; David Newman <[email protected]>; City Clerk Department <[email protected]>
Subject: April 14th City Council meeting
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Please find the attached letter of support for an impact fee waiver ordinance for affordable for-sale homes to be discussed at the April 14th council meeting.
Karen Fraser
Executive Director
[email protected]; 805-323-6534
www.vchome.org
Forum: Point-in-Time: Housing as Healthcare – April 10th 25th annual Ventura County Housing Conference – October 1st
You don't often get email from [email protected]. Learn why this is important 28 Date: April 7, 2026
To: Thousand Oaks City Council
Cc: [email protected]
Re: Support for proposed Impact Fee Waiver Ordinance
Dear Council members
For the last 20 years HOME and all our incredible partners (including the City of Thousand Oaks) have worked to promote a diversity of housing options that are affordable and accessible to the people who work and live in our communities.
Collectively, we have made great progress. In particular, Thousand Oaks has been vigorous in this regard. However, while affordable rental housing has increased, affordable homeownership remains incredibly elusive. A keen example is the Hillcrest project. The City, having acquired this site to expand affordable homeownership opportunities, and having approved Peoples’ SHHC to develop for-sale townhomes for low- and moderate-income buyers, has yet to bring this project to fruition.
An impact fee waiver ordinance for 100% affordable for-sale housing is a crucial step to reduce costs and make homeownership possible for low- and moderate-income families. Impact fee relief lowers housing costs, helps close the financing gap, gets these homes built faster, and makes affordable homeownership achievable.
Homeownership is a critical component to family, economic, and community stability. Families build long-term, multi-generational wealth and gain stability and control over their living and financial environment. Homeownership also produces stability in the local business’ workforce, school districts’ student population, and community and neighborhood involvement.
We support and encourage council to direct staff to move forward with an impact fee relief ordinance for below-market for-sale projects citywide.
Sincerely,
Karen Fraser
Executive Director
2026 BOARD OF DIRECTORS
Chair
James Mason
City of Santa Paula
Vice Chair
Mary Grosswendt Perdue
Landscape Development, Inc.
Secretary
Felipe Flores
County of Ventura
Continuum of Care
Treasurer
Sylvia Muñoz Schnopp
My Way Home
Luis Hernandez
Homes and Hope
Ken Melvin
Pacific Consulting Group
Ryan Ortiz
Many Mansions
Andrea Palmer
City of San Buenaventura
Rena Sepulveda
Turning Point Foundation
Executive Director
Karen Fraser
[email protected]
w: 805-323-6534
c: 805-216-2235
29 From: Brian Schumacher <[email protected]>
Sent: Monday, April 13, 2026 1:31 PM
To: City Clerk Department <[email protected]>
Subject: Public Comment – Item 12.B Hillcrest Homes For-Sale Affordable Housing Project Update
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Good evening Mayor Taylor, Councilmembers, and staff,
My name is Brian Schumacher, and I serve as the Advocacy and Community Impact Manager for Autism Society Ventura County. I am writing to offer our STRONG SUPPORT of the continued advancement of the Hillcrest Homes affordable housing project.
For many low-income families, including individuals with disabilities, stable homeownership is not just about housing, it is about security, dignity, and long-term stability. It means the ability to remain in the community where you work, where your children attend school, and where your support systems exist.
For residents with disabilities, affordable ownership opportunities can be life-changing. Housing stability reduces stress, improves health outcomes, and creates the foundation for employment, education, and community participation. Without projects like this, many families are priced out or forced into instability.
Hillcrest Homes represents opportunity. Not just units, but pathways to permanence. It reflects a commitment to ensuring that Thousand Oaks remains accessible to people across income levels and unique abilities.
We appreciate the City’s continued efforts to move this project forward and to explore policy solutions that make fully affordable homeownership viable. The community is hopeful and looks forward to this project continuing to progress toward completion.
Thank you for your leadership in building a more inclusive Thousand Oaks community.
Brian Schumacher
Advocacy and Community Impact Manager
Autism Society Ventura County
You don't often get email from [email protected]. Learn why this is important 30 Name City Item In favor/Opposed Comment
Doug Baker Newbury Park 12B I am in favor of this item California continues to face a severe housing shortage. With the costs of construction in constant flux, more must be done on the local level to identify and alleviate obstacles of our own making. In addition, ensuring an adequate supply of affordable housing directly ties into several of the goals established by the city council under the Thousand Oaks General Plan. To meet these goals the housing must be built, not just planned. Reducing the financial burden of
constructing affordable housing through an impact fee waiver program helps ensure such housing moves beyond the
planning stage and actually gets built. I wholeheartedly agree with the intent of the proposed recommendations for Item 12B regarding the Hillcrest Homes Affordable Housing Project and ask that the city council votes to approve the
recommendations.
31