PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (hereinafter “Agreement””) is made and effective _______________________, 2022 (the “Effective Date”), by and between the CITY OF VISALIA, a municipal corporation and charter law city organized and existing pursuant to its Charter and the laws of the State of California (hereinafter the “CITY” or “SELLER”) and THE CREATIVE CENTER, a California Non-Profit Public Benefit Corporation duly organized under the laws of the State of California (“BUYER 1”) and VISALIA PLAYERS, a California Non-Profit Corporation (“BUYER 2”). BUYER 1 AND BUYER 2 may be collectively referred to herein as “BUYERS”, and CITY and BUYERS may be collectively referred to herein as the “Parties.”
RECITALS
This Agreement is made with reference to the following facts, understandings, and intentions of the Parties:
WHEREAS, CITY owns all of the legal and beneficial interests in the real property and existing buildings and structures located at 410-420 East Race Avenue and 606-618 North Bridge Street, City of Visalia, California, consisting of a single parcel with improvements, more specifically described as follows:
Lots 1 through 20 of Block 84 of Aughinbaugh's Addition to the City of Visalia, in the City of Visalia, County of Tulare, State of California, according to the map thereof recorded in Book 3, Page 48 of Maps, in the Office of the County Recorder of said County. (hereinafter the “Property”); and
WHEREAS, CITY has determined that it is no longer in the best interests of CITY to maintain ownership of the Property but instead to sell the Property; and WHEREAS, CITY provided notice of availability of Surplus Land pursuant to state; and WHEREAS, BUYERS responded to such notice and submitted a joint proposal that City determined was acceptable; and WHEREAS, BUYER 1 and BUYER 2 have agreed amongst themselves which portion of the Property each respective BUYER intends to obtain through this transaction, as well as the respective responsibilities for payment of the Purchase Price as defined herein below; and WHEREAS, CITY and BUYERS, by this Agreement wish to state the terms and conditions for the purchase and sale of the Property, and the respective rights and responsibilities of the Parties.
AGREEMENT
NOW, THEREFORE, in consideration of the above-referenced facts, the mutual covenants of the Parties contained in this Agreement and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Purchase and Sale of Subject Property. For the consideration enumerated in Section 2 below, CITY agrees to sell, and BUYERS agree to buy, the Property as defined above. The sale and purchase of the Property shall be consummated by means of Escrow (the “Escrow”) as provided in this Agreement. This agreement shall constitute the instructions for the Escrow upon acceptance by Escrow Holder.
Division of Property Amongst BUYERS. The Parties agree that the Property shall be transferred to BUYERS in two separate parcels as follows: Parcel One, as described in Exhibit A and B, shall be transferred to BUYER 1; and Parcel Two, as described in Exhibit C and D, shall be transferred to BUYER 2.
Transfer of Property. The division and transfer of Parcel One and Parcel Two as described herein shall be accomplished by engineer’s description through recording of grant deeds from the SELLER, and shall not require compliance with the California Subdivision Map Act.
Amount and Terms of Payment.
Purchase Price. BUYERS shall pay $1,400,000 (One Million, Four Hundred Thousand Dollars) for the Property, (the “Purchase Price”). The Purchase Price shall be paid as provided in Paragraph 2.C. below at the close of escrow (“Closing”) which shall occur when all the conditions and requirements for Closing stated in this Agreement have been met.
B. Deposit. Upon execution of this Agreement, BUYER 1 shall deliver the sum of Seven Thousand Five Hundred Dollars ($7,500) and BUYER 2 shall deliver the sum of Two Thousand Five Hundred Dollars ($2,500) to Escrow as a deposit (the “Deposit”). The Deposit shall apply toward the Purchase Price, but shall be forfeited by the Buyer if Buyer fails to close escrow for any reason other than default by Seller.
C. Payment of Purchase Price. The BUYERS shall be responsible for payment of the Purchase Price as follows:
i. BUYER 1 shall deposit the sum of One Hundred Thirty-Three Thousand Five Hundred Dollars ($133,500) in cash or cash equivalent, less the amount of BUYER 1’s deposit, with Escrow Holder and shall execute and deliver to Escrow Holder a promissory note, secured by a first trust deed, on the terms and in the form described in section 2.D. hereinbelow in the amount of Nine Hundred Sixteen Thousand Five Hundred Dollars ($916,500). i. BUYER 2 shall deposit the sum of Forty-Four Thousand Five Hundred Dollars ($44,500) in cash or cash equivalent, less the amount of BUYER 1’s deposit, with Escrow Holder and shall execute and deliver to Escrow Holder a promissory note, secured by a first trust deed, on the terms and in the form described in section 2.D. hereinbelow in the amount of Three Hundred and Five Thousand Five Hundred Dollars ($305,500).
D. Terms and Form of BUYERS’ Promissory Notes. The promissory notes, in the amounts described in Paragraph 2.C. above, shall be in a form to be determined by the Parties and shall be on the following terms: The principal balance shall not be subject to interest payment, principal shall be due and payable one year from the date of the note, which shall be established as the Close of Escrow unless forgiven prior to such date; and the promisors may request within 30 days of the Close of Escrow that the full principal balance be forgiven by the Seller. Seller has previously determined that, in consideration for the value of the improvements made by BUYERS during the ownership of the Property by Seller, and in the consideration of the established charitable nature of both BUYERS, the public interest is served by a donation of the value of the promissory notes to the respective BUYERS.
Conditions to Closing. Each of the following conditions must be met or waived before the Parties are obligated to Close Escrow. The Parties agree that if each of the conditions stated in this Paragraph 3 are not met or waived prior to December 1, 2022, either party may terminate this Agreement. The City Manager shall have the authority to extend this deadline for up to 60 days if both parties determine this to be warranted. In the case nonsatisfaction of paragraph A. below, SELLER shall refund the Deposit. Unless otherwise stated, both Parties must consent to a waiver of any condition of Closing.
SELLER, acting through the Visalia City Council, shall have adopted an ordinance authorizing sale of the Property. SELLER shall determine when to take action to satisfy this condition.
BUYERS shall execute and deliver to Escrow Holder for recording concurrently with the close of escrow a reciprocal access agreement as amongst the BUYERS in the form as described in Exhibit E.
Defaults and Remedies: Except as otherwise provided in this Agreement, if either party defaults in its obligations under this Agreement, the defaulting party shall immediately commence and diligently proceed to cure the default within forty-five (45) calendar days after written notice of default from the other party or, if reasonable, such longer time as is reasonably necessary to remedy such a default if such default cannot be cured within forty-five (45) calendar days for reasons beyond the control of the defaulting party. If the defaulting party does not promptly begin and diligently cure the default within a reasonable time, the other party may institute proceedings to cure the default, including without limitation, proceedings to compel specific performance by the defaulting party. Subject to any extension of time permitted by this Agreement, a failure or delay by a party to perform any term or provision of this Agreement constitutes a default.
5. Grant Deed. At the Closing Date, if all conditions contained herein have been met, which include but are not limited to the requirement that the Visalia City Council pass an ordinance authorizing the sale of the Property, then CITY will deliver to each BUYER 1 and BUYER 2 an individual Grant Deed conveying all of CITY’s right, title and interest in and to the Property to BUYERS according to the division of property determined pursuant to Paragraph 3.A.
6. Title.
Vesting. Title shall vest in BUYER upon the close of the Escrow subject to the covenants and conditions described in this Agreement.
SELLER has ordered from Title Company a preliminary title report pertaining to the Real Property (the “PTR”), together with copies of all documents relating to the title exceptions referred to in such PTR (the “Underlying Documents”). SELLER will provide the PTR within five (5) days of opening of Escrow. Within sixty (60) calendar days of the later of (i) the exercise of the Options or (ii) the receipt of the PTR and all Underlying Documents, BUYER shall notify SELLER in writing of any title exceptions identified in the PTR, which BUYER reasonably disapproves. Any exception not disapproved in writing within said sixty (60) calendar day period shall be deemed approved by BUYER, and shall constitute a “Permitted Exception” hereunder. BUYER and SELLER agree that (i) all non-delinquent property taxes and assessments, and (ii) all matters created by or on behalf of BUYER, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by BUYER, shall constitute “Permitted Exceptions”. Within ten (10) days after receipt of BUYER’s notice of disapproval of title exceptions, SELLER shall notify buyer in writing of any such disapproved title exceptions which SELLER is unable or unwilling to cause to be removed or insured against prior to or at Closing and, with respect to such exceptions, BUYER then shall elect, by giving written notice to SELLER within five (5) days thereafter, 1) to terminate this Agreement, or 2) to waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions. BUYER’s failure to give such notice shall be deemed an election to waive the disapproval of any such exception. In the event BUYER elects to terminate this Agreement in accordance with this Section, (i) all documents or funds in escrow shall be returned to the party depositing the same, and (ii) this Agreement and all rights and obligations of the parties hereunder shall terminate; except that, BUYER and SELLER each shall be responsible for one-half of any title or escrow cancellation fees and BUYER’s indemnification obligations contained in this Agreement shall survive such termination.
Title Insurance. CITY shall cause to be delivered to BUYER at the Closing written assurances from Title Company that it is prepared to issue to BUYER a CLTA owner’s policy of title insurance in the amount of the Purchase Price, insuring BUYER as fee owner of the Property, subject only to Title Company’s standard printed exclusions and exceptions and the Permitted Exceptions (the “Title Policy”). BUYER may at its sole cost and expense arrange with Title Company to have the Title Policy issued (i) as an ALTA Form B policy in place of a CLTA Policy, and (ii) with such endorsements as CITY may desire; provided that neither of these arrangements shall constitute a condition to, or impede or delay, the Closing. This cost to BUYER of the ALTA policy shall be the additional expense generated by the differenc” between the CTLA and ALTA policies.
Condition of Property.
As-Is. BUYERS each acknowledge and agree that the Property shall be conveyed to BUYERS “as-is”, in its current physical condition, with no warranties, express or implied, except as stated in this Agreement, as to the physical condition thereof, the presence or absence of any latent or patent condition thereon or therein, including, without limitation, any hazardous materials thereon or therein, and any other matters affecting the Property. From and after the close of the Escrow, BUYER hereby waives, releases, remises, acquits and forever discharges CITY, its officers, employees, and agents of and from any and all suits, causes of action, legal or administrative proceedings, claims, demands, actual damages, punitive damages, losses, costs, liabilities, interest, attorney fees and expenses of whatever kind and nature, in law or in equity, known or unknown, which BUYER ever had, now has, hereafter can, shall or may have or acquire or possess or arising out of or in any way connected with directly or indirectly out of, or in any way connected with, based upon, arising out of the condition, status, quality, nature, contamination or environmental state of the Property as of the Close of Escrow. This release includes claims against CITY arising under The Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”), and Resource Conservation and Recovery Act (“RCRA”), and companion state laws, and state and federal common law, but is not intended to diminish, extinguish or interfere with claims against third parties who may be deemed Responsible or Liable parties under same. It is the intention of this Agreement that except as otherwise expressly set forth herein, any and all responsibilities and obligations of CITY to BUYER, and any and all rights or claims of BUYER, its successors and assigns and affiliated entities, as against CITY arising by virtue of the physical or environmental condition of the Property are by this release provision declared null and void and of no present or future effect as to such parties; provided, that notwithstanding any other provision of this Section, nothing contained in this Section shall be deemed to create an obligation on the part of BUYER to indemnify, defend or hold harmless CITY or its directors, officers, shareholders, employees, or agents, or their respective heirs, successors, personal representatives and assigns, from or against any suits, causes of action, legal or administrative proceedings, claims, demands, actual damages, punitive damages, losses, costs, liabilities, interest, attorney fees or expenses of whatever kind and nature, in law or in equity, brought or asserted by any third party against BUYER. With respect to the matters released by BUYER pursuant to this Section, BUYER agrees to waive the benefits of Section 1542 of the Civil Code of the State of California, which provides as follows:
“A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her would have materially affected his or her settlement with the debtor or released party.” ________________ _________________ ________________ (CITY’S Initials) (BUYER 1’s Initials) (BUYER 2’s Initials) Environmental Disclosures. In fulfillment of the purposes of California Health and Safety Code section 25359.7(a), CITY represents and warrants that it has no knowledge and no reasonable cause to believe that any release of hazardous substances, as defined by California Health and Safety Code section 25316, has come to be located on or beneath the Property except as disclosed to BUYERS.
Due Diligence Inspections; Permit and Entitlement Applications. (1) From the Effective Date until the close of the Escrow, BUYER, and its designated agents, subject to applicable lease agreement rules with the current tenant regarding access by landlord, shall have the right to enter the Property at all reasonable times for purposes of conducting inspections, environmental audits or surveys, studies and tests of the Property and investigations to determine the suitability of the Property for Buyer’s use. BUYER shall have the right to take samples of the Property so long as such samples do not damage the Property. In the event that BUYER’s inspection and testing of the Property discloses at any time prior to the Closing that the Property, or any portion thereof, is contaminated by or there has been any discharge or release of Hazardous Materials (as defined in Cal. Health & Safety Code § 25117), which contamination CITY is unwilling or unable to fully remediate to BUYER’s satisfaction, BUYER shall have the right until the close of the Escrow to elect to terminate this Agreement. In no event shall CITY be obligated to undertake any remediation. If during the Due Diligence Period Buyer determines in Buyer’s sole and absolute discretion that the Property is not suitable for Buyer’s intended uses, Buyer may terminate this Agreement and the Deposit will be returned to Buyer. (2) BUYER hereby indemnifies and holds CITY and the Property harmless from and against any and all loss, costs, damage, expense, claim or liability including personal injury, loss of life and/or property damage that results from the acts or omissions of BUYER or its agents in performing or preparing for any inspection and/or testing activity on or about the Property. BUYER shall promptly pay all costs, fees and expense incurred as a result of or associated with such inspection work done or caused to be done by it on the Property as permitted by this Section. BUYER shall keep the Property free from any and all mechanics or similar liens or charges resulting from such inspection work. (3) SELLER shall solely be responsible for obtaining any and all state, federal and local permits or development entitlements SELLER determines are necessary for its intended use of the Property. SELLER hereby authorizes BUYER to apply for and obtain such permits and entitlements during the pendency of Escrow
8. Escrow.
A. Establishment of Escrow. Following exercise of the Option, the Parties agree to open an escrow at Chicago Title Company, 1 (“Escrow Holder”). This Agreement shall constitute the instructions for the Escrow upon acceptance by the Escrow Holder. A duplicate original of this Agreement shall be deposited with the Escrow Holder.
B. Deposits into Escrow.
A duplicate original of this Agreement.
CITY shall deposit an executed and acknowledged original Grant Deed, although such execution is conditioned upon passage of the ordinance authorizing sale.
BUYERs shall deposit the remainder of the Purchase Price, net the amount of the Deposit paid to and held by SELLER, prior to the close of the Escrow.
BUYER and CITY shall deposit all escrow fees and costs as required herein.
The Parties shall deposit such other documents and instruments as may be reasonably necessary to allow the closing of the Escrow in accord with this Agreement.
C. Costs and Expenses. Sale closing costs shall be borne by the Parties as follows:
Title policy premium shall be paid by SELLER, except as stated above in Section 7(C) in the event of termination.
All sales taxes associated with the sale of the Property, documentary transfer taxes, ad valorem taxes, if any, costs of preparing and recording the Grant Deed, shall be paid by BUYER.
All other Escrow fees shall be split 50/50 between BUYER and SELLER. Costs of any required development approvals are separate from the costs and expenses of sale closing costs described in this paragraph and shall be the sole responsibility of BUYER.
D. Closing/Closing Date. Escrow for conveyance of the Property shall close within five business days after the Parties have delivered to Escrow notice that conditions of Paragraph 4 of this Agreement have been met.
E. Procedure for Closing: Escrow Holder shall close the Escrow by doing the following:
Obtain from the Parties a confirmation that the Conditions to Closing identified in Paragraph 4 have been met.
Pay from funds deposited by CITY and BUYER all charges for title insurance, escrow, and closing costs.
Pay to CITY funds deposited by BUYER for acquisition of the Property by the BUYER.
Prorate real and personal property tax and any other income or expense of the Property subject to being prorated as of the close of Escrow and pay same with funds deposited by CITY therefore.
Record Grant Deed in the Official Records of Tulare County and return the recorded Grant Deed to BUYER with a conformed copy to CITY, and file BUYER’s preliminary change of ownership report with the Tulare County Assessor.
F. Indemnification of Escrow Holder. Escrow Holder shall be indemnified and held harmless by CITY and BUYER against any and all costs, damages, attorney’s fees, expenses and liabilities which it incurs or sustains in connection with the escrow, except for such items as may be caused by Escrow Holder’s misconduct or negligence.
9. Covenants, Warranties and Representations of CITY. CITY has the authority to enter this Agreement, sell the Property, and to otherwise perform as set forth herein, subject to the requirement that the Visalia City Council pass an ordinance authorizing the sale of the Property. CITY is the sole owner of the Property and otherwise has the unrestricted right and power to sell it to BUYER under the terms of this Agreement and as limited by the existing building lease, as stated in this Agreement.
10. Covenants, Warranties and Representations by BUYER. BUYER warrants that it has the authority to enter this Agreement, purchase the Property, pay the Purchase Price, and otherwise perform as set forth herein.
11. Survival of Warranties. The satisfaction, truth, accuracy and completeness of each of the representations, warranties and covenants of CITY and BUYER contained in this Agreement, as of the date hereof and as of the close of the Escrow, shall constitute a condition precedent to the obligations of CITY and BUYER respectively, hereunder. All representations, warranties and covenants set forth herein shall survive the close of the Escrow, and CITY and BUYER each agree to indemnify, defend and hold the other harmless from any claim, demand, liability, loss or cost (including without limitation reasonable attorneys’ fees and costs) which the other may sustain arising out of any breach of or inaccuracy in the respective representations, warranties and covenants of CITY and BUYER set forth in this Agreement; provided, that the representations and warranties of CITY and BUYER shall survive only until the fifth anniversary of the close of the Escrow.
12. Conditions Precedent to BUYER’s Obligations to Perform. BUYER’s obligation to perform as set forth herein is hereby expressly conditioned on satisfaction of each and every one of the following conditions precedent:
A. CITY shall have timely performed each of the acts to be performed by it hereunder.
B. Each of the CITY’s representations and warranties set forth herein shall be true at the close of the Escrow as if affirmatively made at that time.
13. Conditions Precedent to CITY’s Obligations to Perform. CITY’s obligation to perform as set forth herein is hereby expressly conditioned on satisfaction of each and every one of the following conditions precedent:
A. BUYER shall have timely performed each of the acts to be performed by it hereunder.
B. Each of the BUYER’s representations and warranties set forth herein shall be true at the Closing as if affirmatively made at that time.
14. Defaults and Remedies: Except as otherwise provided in this Agreement, if either party defaults in its obligations, the defaulting party shall immediately commence and diligently proceed to cure the default within forty-five (45) calendar days after written notice of default from the other party or, if reasonable, such longer time as is reasonably necessary to remedy such a default if such default cannot be cured within forty-five (45) calendar days for reasons beyond the control of the defaulting party. If the defaulting party does not promptly begin and diligently cure the default within a reasonable time, the other party may institute proceedings to cure the default, including without limitation, proceedings to compel specific performance by the defaulting party. Subject to any extension of time permitted by this Agreement, a failure or delay by a party to perform any term or provision of this Agreement constitutes a default.
15. Miscellaneous Provisions:
A. Entire Agreement: This Agreement and those additional documents required to implement the conditions that are set forth in Section 3, collectively constitute the entire agreement between the CITY and BUYER as to its subject matter and no prior oral or written understanding shall be of any force or effect. This Agreement may not be modified without the written consent of both parties.
B. Headings: Section headings are provided for organizational purposes only and do not in any manner affect the scope, meaning or intent of the provisions under the heading.
C. No Third Party Beneficiaries Intended: The Parties to this Agreement do not intend to provide any other party with any benefit or enforceable legal or equitable right or remedy.
D. No Partnership or Joint Venture: This Agreement shall not be construed or deemed to create a relationship of partnership or joint venture between the CITY and BUYER or among the Project participants.
E. Exhibits and Recitals: The recitals and the exhibits to this Agreement are fully incorporated into and are integral parts of this Agreement.
F. Conflict with Laws or Regulations/Severability: This Agreement is subject to all applicable laws and regulations. If any provision(s) is found by any court or other legal authority, or is agreed by the Parties, to conflict with any code or regulation governing its subject, the conflicting provision(s) shall be considered null and void. If the effect of nullifying any conflicting provision is such that a material benefit of the Agreement to either party is lost, then the Agreement may be terminated at the option of the effected party. In all other cases, the remainder of the Agreement shall continue in full force and effect.
Further Assurances: The Parties agree to perform all further acts, and to execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the purposes of this Agreement.
Authority: The execution and delivery of this Agreement by BUYER and CITY has been duly authorized and approved by all necessary council and board action, and the consummation of the transaction contemplated hereby has been duly authorized and approved by all requisite action, and no other authorizations or approvals are necessary to enable the Parties to enter into or fully comply with the terms of this Agreement.
Binding on Successors: The terms, covenants and conditions hereof shall be binding upon and shall inure to the benefit of the heirs, executors, administrators and assigns of the respective Parties hereto. As stated above in Section 15, CITY’s prior written approval is required prior to a transfer or assignment of this Agreement by BUYERS until the terms of this Agreement are met.
Notices: All notices under this Agreement shall be effective upon personal delivery to CITY or BUYER, as the case may be, or, three (3) business days after deposit in the United States mail, registered or certified, postage fully prepaid and addressed to the respective parties as follows:
To CITY: City Manager
CITY OF VISALIA
220 North Santa Fe Street
Visalia, CA 93292
To BUYER 1: Carol Cairns
President
THE CREATIVE CENTER
606 N. Bridge St
Visalia, CA 93292
To BUYER 2: Jen Masters, President
VISALIA PLAYERS
P.O. Box 1362
Visalia, CA 93279
or such other address as the Parties may from time to time designate in writing. As a matter of convenience, however, communication between CITY and BUYERS shall, to the extent feasible, be conducted orally by telephone or in person, with such communications to be confirmed and made effective in writing as set forth above provided no such oral notice or communication shall be effective unless so confirmed in writing.
K. Waiver. A waiver of any breach of this Agreement by any Party shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision of this Agreement.
L. Choice of Laws/Venue. This Agreement shall be governed by the laws of the State of California and any questions arising hereunder shall be construed or determined according to such law. Venue for any legal action arising from or in connection with this Agreement or the Property shall be in Tulare County, California.
M. Attorneys’ Fees. In the event either party commences any action, arbitration or legal proceedings for the enforcement of this Agreement, the prevailing party shall be entitled to recovery of its attorney’s fees and court costs incurred in the action brought thereon.
N. Construction. This Agreement is the product of negotiation and compromise on the part of each party and the parties agree, notwithstanding Civil Code Section 1654, that in the event of uncertainty the language will not be construed against the party causing the uncertainty to exist.
O. Broker’s Commission. Both CITY and BUYER have not incurred any separate broker fees in this transaction, and as a result, neither party shall be liable for the payment of broker fees..
P. Risk of Loss. Risk of physical loss to the Property shall be borne by BUYER from and after the Closing. In the event of the loss or destruction of a material part of the Property prior to the Closing from a cause other than the intentional act or omission or negligence of BUYER, then, unless CITY has agreed to reduce the Purchase Price by an amount equal to the amount of the loss or destruction, at BUYER’s option, both Parties shall be relieved of their obligations and this Agreement shall be deemed void and without further effect. Prior to the Closing, CITY shall be responsible for maintaining the Property and not make or allow any uses, changes or alterations of the Property that could materially reduce the value of the Property.
Q. Counterparts. This Agreement may be executed in counterparts, with all such executed counterparts together constituting a single, original document. Facsimile and electronic signatures shall be binding.
R. Retention or Refund of Deposit as Liquidated Damages. In the event that this transaction is terminated prior to Close of Escrow, and the Deposit is either retained by SELLER or refunded to BUYER pursuant to the terms of this Agreement, such retention or refund shall serve as the sole remedy that either Party is entitled to receive, and no Party shall have a claim against the other for costs expended in furtherance of this transaction prior to termination.
IN WITNESS WHEREOF, the parties have executed this Agreement. “CITY” or “SELLER”
City of Visalia
__________________________________
By: Leslie Caviglia, City Manager
“BUYER 1”
Creative Center
By: Carol Cairns, President
By: ___________________, Secretary
Approved as to Form as to CITY:
_______________________________
By: City Attorney
_______________________________
By: Project Manager
“BUYER 2”
Visalia Players
By: Jen Masters, President
By: Velva Hampson, Secretary
Exhibit A – Legal description for Parcel One
Exhibit B – Plat for Parcel One
Exhibit C- Legal Description for Parcel Two
Exhibit D – Plat for Parcel Two
Exhibit E
Reciprocal Easement Agreement