Loading...
HomeMy WebLinkAbout2018-009 Arnold Richard and Susan 6009 Del Rio Road Property PurchaseCIiV Lr ATF.SCGaJ 1 CONTRACTid �—� PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is between ARNOLD RICHARD & SUSAN 2005 TRUST AND ROBERT B. ARNOLD 2007 TRUST ('Seller") and the CITY OF ATASCADERO, a California city, ('Buyer'). Seller and Buyer are sometimes referred to individually as a "Party," and collectively as the "Parties." This Agreement shall be effective as of the date the Agreement is signed by the City (`Effective Date"), RECITALS A. Seller is the owner of the property located at 6009 Del Rio Rd., Atascadero, California 93422, which is designated with Assessor's Parcel Number 049-141-038, and which is legally described in Grant Deed attached as Exhibit A (Property"). B. The Property is located at the Del Rio / Highway 101 interchange to which Buyer intends to make necessary improvements. C. Seller and Buyer therefore desire to enter into this Agreement to provide for the sale of the Property by Seller to Buyer, so that Buyer may acquire the Property and make the improvements to the Del Rio / Highway 101 interchange. AGREEMENT NOW, THEREFORE, Seller and Buyer agree as follows ARTICLE 1: SALE OF PROPERTY; AS -IS CONDITION 1.1 Sale of Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, Seller's fee simple interests free of any liens or encumbrances, not specifically reserved herein, in the Property, together with any other improvements located on the Property. 1.2 AS -IS CONDITION. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY, INCLUDING THE EXISTING BUILDING, ON AN "AS -IS WITH ALL FAULTS" BASIS, CONDITION AND STATE OF REPAIR INCLUSIVE OF ANY AND ALL FAULTS AND DEFECTS. LEGAL, PHYSICAL, OR ECONOMIC, WHETHER KNOWN OR UNKNOWN, AS MAY EXIST AS OF THE CLOSING DATE (AS DEFINED BELOW) ("AS -IS CONDITION") AND THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LA 44816-3249-4435 v5 05089-0001 AGREEMENT, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES FROM SELLER OR ANY OF SELLER'S ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES OR ATTORNEYS AS TO ANY MATTERS CONCERNING THE PROPERTY. ARTICLE 2: PURCHASE PRICE; DEPOSIT; LIQUIDATED DAMAGES 2.1 Purchase Price for Property. The purchase price ("Purchase Price") for the Property is Six Hundred Thousand 0/100 DOLLARS ($600,000.00), which must be paid as follows: 2.1.1 Deposit. Buyer must pay a deposit of Eighteen Thousand Dollars ($18,000.000) ("Deposit") which must be delivered to Escrow Company (as defined below) within five (5) business days after the Effective Date. The Deposit will be invested in one or more interest-bearing accounts, and will be fully applicable to the Purchase Price at Closing (as defined below). The Deposit will remain refundable to Buyer during the Due Diligence Period (as defined below), after which time the Deposit will become non-refundable and will be retained by Seller as Liquidated Damages (as defined below) if Escrow (as defined below) fails to close for any reason other than a default by Seller under this Agreement. 2.1.2 Funds Due at Closing. Immediately prior to Closing, Buyer must deliver to Escrow Company the Purchase Price in cash or other immediately available funds, less the amount of the Deposit previously deposited and any interest earned thereon, which must be paid to Seller at Closing if the purchase and sale transaction contemplated under this Agreement is consummated. If the Closing does not occur, then the Purchase Price and any interest earned on the Deposit will be immediately returned to Buyer, except to the extent Seller is entitled to retain the Deposit as Liquidated Damages in accordance with Section 2.2 below. 2.2 LIQUIDATED DAMAGES. IF AFTER THE DUE DILIGENCE PERIOD THE PURCHASE AND SALE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT IS NOT CONSUMMATED FOR ANY REASON OTHER THAN A MATERIAL DEFAULT BY SELLER HEREUNDER, THEN SELLER MAY RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES ("LIQUIDATED DAMAGES"). THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE PURCHASE AND SALE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT FOR ANY REASON OTHER THAN AS SET FORTH ABOVE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF AGREEMENT, THE AMOUNT OF THE DEPOSITS IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, INCLUDING LOST OPPORTUNITIES TO LA #4816-3249-4435 v5 05089-0001 2 PURSUE OTHER DEVELOPMENT OPPORTUNITIES FOR THE PROPERTY AND DELAYED RECEIPT OF PROPERTY TAX REVENUE FROM THE PROPERTY, AND IS NOT A PENALTY. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT THE PARTIES' INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. INITIALS: SELLER BUYER: 1 ARTICLE 3: CONDITIONS PRECEDENT TO CONVEYANCE OF TITLE; DUE DILIGENCE; ACCESS TO PROPERTY 3.1 Seller Conditions Precedent. The obligation of Seller to sell the Property to Buyer is expressly conditioned upon the satisfaction prior to Closing of each of the conditions set forth in this Section 3.1, each of which is for the benefit of the Seller and any or all of which may be waived by Seller, in writing, at Seller's option. After the Closing Date, any such condition that has not been satisfied will be treated as having been waived in writing. 3.1.1 Representations and Warranties. On the Closing Date, all representations and warranties made by Buyer in Article 5 of this Agreement are true and correct as if made on and as of the Closing Date, without exceptions. 3.1.2 No Default. On the Closing Date, Seller is not in default in the performance of any covenant or agreement to be performed by Seller under this Agreement. Condition of Property. Buyer must have provided Notice (as defined below) to Seller that all physical aspects of the Property are acceptable to Buyer. 3.2 Buyer Conditions Precedent. The obligation of Buyer to purchase the Property from Seiler is expressly conditioned upon the satisfaction prior to Closing of each of the conditions set forth in this Section 3.2, each of which is for the benefit of Buyer and any or all of which may be waived by Buyer, in writing, at Buyer's option. After the Closing Date, any such condition that has not been satisfied will be treated as having been waived in writing. 3.2.1 Approval of Title. Buyer must have reviewed and approved title to the Property as set forth in this Agreement, and the only exceptions to title to the Property will be the Buyer Condition of Title (as defined below). LA #4816.3249-4435 v5 05089-0001 3 3.2.2 No Default. On the Closing Date, Seller is not in default in the performance of any covenant or agreement to be performed by Seller under this Agreement. 3.2.3 Representations and Warranties. On the Closing Date, all representations and warranties made by Seller in Articles 5 of this Agreement are true and correct as if made on and as of the Closing Date, without exceptions. 3.2.4 Condition of Property. The physical condition of the Property will be substantially the same on the Closing Date as on the Effective Date, reasonable wear and tear and loss by casualty excepted, and, as of the Closing Date, there is no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which after Closing, would materially adversely affect the value of the Property or the ability of Buyer to utilize the Property for its intended purposes. 3.2.5 Title Policy. On the Closing Date, the Title Company will issue to Buyer a California Land Title Association owner's policy of title insurance ("CLTA Title Policy") or, subject to Section 4.3.2, an American Land Title Association policy of insurance ("ALTA Title Policy"). 3.2.6 No Tenants. Seller shall give notice to any tenants on the Property in sufficient time prior to the Closing Date so that the tenants shall have vacated the Property prior to the Closing Date. If the tenants have not vacated the Property by the Closing Date, then the Closing Date may be extended by written approval of the Parties submitted to escrow. 3.3 Buyer Condition of Title. 3.3.1 Within three (3) days after the opening of Escrow, if it has not already done so, Seller will deliver to Buyer a standard Preliminary Title Report for the Property. 3.3.2 Within fourteen (14) days after the opening of Escrow, Buyer must give Notice to Seller of Buyer's approval or disapproval of any of the title exceptions in the Preliminary Title Report. Buyer's failure to give written disapproval of the exceptions within such time period will be deemed Buyer's approval of the exceptions. 3.3.3 If Buyer delivers to Seller Notice of disapproval of any exceptions, Seller will have the right, but not the obligation, to cause any disapproved exceptions to be removed within fourteen (14) days after receiving such Notice of disapproval, or provide assurances satisfactory to Buyer, in its sole discretion, that such exceptions will be removed on or before the Closing. Failure to notify Buyer within such 14 -day period will be deemed Seller's election not to remove the disapproved exceptions. Seller's election or deemed election not to remove any disapproved exceptions will not be a default under this Agreement. LA 114816-3249-4435 v5 05089-0001 4 3.3.4 If Seller cannot or does not elect to remove any of the disapproved exceptions within such 14 -day period, Buyer must within seven (7) days thereafter either give Seller Notice that Buyer elects, in its sole discretion, to proceed with the Closing, subject to the disapproved exceptions, or to give Seller Notice that Buyer elects to terminate this Agreement, in which case, notwithstanding any other provision of this Agreement to the contrary, the Deposit and any interest earned thereon will be returned to Buyer and neither party will have any further rights or obligations under this Agreement other than those obligations which survive termination of this Agreement. The exceptions to title approved by Buyer as provided in this Section 3.3.4 are referred to as the "Buyer Condition of Title." 3.4 Seller's Delivery of Documents. Within three (3) days after the opening of Escrow, Seller will deliver copies of all documents in Seller's possession pertaining to the condition of the Property, including but not limited to any surveys, environmental reports and documents concerning any alleged violation of an Environmental Law (as defined below). 3.5 Due Diligence. Buyer's obligation to purchase the Property will be expressly conditioned on its approval of the condition of the Property, including the physical and environmental condition of the Property ("Due Diligence"). Buyer will have a period of sixty (60) days from the opening of Escrow to conduct such investigations as Buyer may choose to determine whether this due diligence contingency is met ("Due Diligence Period"). Buyer will have the right to terminate the Agreement prior to the expiration of the Due Diligence Period. Upon such termination, the Deposit will be returned by Escrow to Buyer. Buyer's failure to terminate the Agreement within the Due Diligence Period will be deemed Buyer's approval of the condition of the Property. 3.6 Access to Property. As part of its Due Diligence Period, Buyer and its agents, invitees and licensees may investigate all economic, financial, and accounting matters relating to or affecting the Property or its value, and conduct inspections, tests, and studies with respect to the physical and environmental condition of the Property. Buyer and Buyer's consultants, agents, engineers, inspectors, contractors, and employees ("Buyer's Representatives") must be given reasonable access to the Property during regular business hours for the purpose of performing such Due Diligence. Buyer will provide Seller with at least forty-eight (48) hours written notice prior to accessing the Property. Buyer will indemnify, defend with counsel reasonably acceptable to Seller, and hold Seller harmless from all claims (including claims of lien for work or labor performed or materials or supplies furnished), demands, liabilities, losses, damages, costs, fees, and expenses, including Seller's reasonable attorney fees, costs, and expenses, arising from the acts or activities of Buyer or Buyer's Representatives in, on, or about the Property during or arising in connection with Buyer's inspections of the Property, provided, however, Buyer will have no obligation to indemnify Seller for any claim, demand, liability, loss, damage, LA #48163249-4435 v5 05089-0001 5 cost, fee, or expenses arising from any pre-existing condition upon the Property. ARTICLE 4: ESCROW AND CLOSING 4.1 ODenino of Escrow 4.1.1 Opening of Escrow. Within three (3) business days after the Effective Date, Seller and Buyer will open escrow ("Escrow") with First American Title Company, 7355 Morro Road, Suite 102, Atascadero, California 93422 ("Escrow Company"). A copy of this Agreement, duly executed by both parties, will be deposited into Escrow. 4.1.2 Joint Escrow Instructions. This Agreement constitutes the joint escrow instructions of Buyer and Seller with respect to the conveyance of the Property, and the Escrow Company to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties may provide supplemental escrow instructions; provided that if there is any inconsistency between this Agreement and the supplemental escrow instructions, then the provisions of this Agreement will control. 4.1.3 Additional Documents. Seller and Buyer will each deposit such other instruments as are reasonably required by the Escrow Company or otherwise required to close the escrow and consummate the purchase of the Property in accordance with this Agreement. 4.2 Close of Escrow. 4.2.1 Closing Date. Escrow for the purchase and sale of the Property will close no later than one hundred and twenty (120) days after the opening of Escrow ("Closing Date"). If Escrow does not close on or before the Closing Date, then this Agreement will automatically terminate and the Deposit will be retained by Seller as Liquidated Damages in accordance with Section 2.2 except if the failure to close Escrow is due to the default by Seller under this Agreement. As provided by Section 3.2.6, if any tenants on the Property have not vacated the Property prior to the Closing Date, then Closing Date shall be extended until such time as any tenants have vacated the Property subject to the written approval by the Parties submitted to escrow for any such extension. If no such approval is submitted to escrow by the Closing Date, and the tenants remain on the Property, then this Agreement will automatically terminate and the Deposit will be retained by Seller as Liquidated Damages in accordance with Section 2.2 except if the failure to close Escrow is due to the default by Seller under this Agreement. 4.2.2 Delivery of Documents and Closing Funds. Prior to or on the Closing Date, the following must be deposited into Escrow with the Escrow Company: LA #4916-32494435 v5 05089-0001 6 4.2.2.1 Buyer. Buyer must deposit into Escrow cash in the amount of the Purchase Price, together with any additional funds necessary for Buyer's share of the closing costs and prorations, as set forth in Section 4.3 below. Buyer must also deposit all instruments reasonably required to close the Escrow and consummate the purchase of the Property in accordance with the terms of this Agreement. 4.2.2.2 Seller. Seller must deposit into Escrow a Grant Deed to Buyer for the Property substantially in the form attached as Exhibit A ("Grant Deed") duly executed and acknowledged by Seller. Seller must also deposit all instruments reasonably required to close the Escrow and consummate the purchase of the Property in accordance with the terms of this Agreement. 4.2.3 Closing. When all conditions precedent specified in Article 3 have been either satisfied or waived by Seller or Buyer, and the Escrow Company has received all necessary cash and documents, the Escrow Company will immediately cause the following to occur: 4.2.3.1 Record Deed. Record the Grant Deed in substantially the same form as Exhibit A in the Official Records of San Luis Obispo County. For purposes of this Agreement, "Closing" means the time and day the Grant Deed is recorded. 4.2.3.2 Pay Purchase Price. Pay to Seller the Purchase Price. 4.2.3.3 Issue Title Issue to Buyer the CLTA Title Policy or ALTA Title Policy described in Section 3.2.5 4.3 Closinq Costs Prorations and Possession. 4.3.1 Closing Costs. Escrow fees and charges will be shared equally by Seller and Buyer except that Buyer agrees to pay 100% of the cost for the Preliminary Title Report. 4.3.2 Title Policy. Seller will pay the cost of the CLTA Title Policy. if Buyer wishes to obtain an ALTA Title Policy, then Buyer will be responsible for paying the cost difference between the CLTA Title Policy and the ALTA Title Policy. 4.3.3 Recording and Transfer Fees. Buyer will pay any and all recording fees, including the cost of recording the Grant Deeds. Seller will pay any documentary transfer tax and any municipal transfer tax. LA #4815-3249-4435 v5 05089-0001 7 4.3.4 Attorney's Fees. Buyer and Seller will each pay its own attorney's fees in connection with negotiating this Agreement and closing the contemplated transaction. 4.3.5 Prorations. All current taxes, assessments, utilities, maintenance charges and similar expenses of the Property, determined using the accrual method of accounting, will be prorated on the basis of a 30 -day month between Seller and Buyer as of the Closing Date. Seller will pay all such taxes, assessments, and other expenses relating to the Property that are allocable to the period before the Closing Date. 4.3.6 Possession. Seller will transfer possession of the Property to Buyer on the Closing Date. ARTICLE 5: REPRESENTATIONS AND WARRANTIES 5.1 Authority. 5.1.1 Buyer's Authority. Buyer is an agency created under the laws of the State of California. Buyer has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary action on the part of Buyer and all required consents and approvals have been duly obtained. 5.1.2 Seller's Authority. Seller has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary action on the part of Seller and all required consents and approvals have been duly obtained. 5.2 No Litigation or Other Proceeding. To Seller's current actual knowledge, no litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Seller to perform its obligations under this Agreement, or that would adversely affect the Property. 5.3 Eminent Domain. To Seller's actual current knowledge there are no condemnation or eminent domain proceedings which are pending or have been threatened that affect the Property apart from those related to the City of Atascadero. 5.4 Environmental Compliance. Seller has no notice of any pending or threatened action or proceeding arising out of the condition of the Property or any alleged violation of any Environmental Law (as defined below). To Seller's actual current knowledge, the Property is in compliance with all Environmental Laws. As used in this Agreement, "Environmental Laws" means, collectively: (i) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq., I n 44x 1 a-3249-44.. , s J�0810-10001 8 (ii) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq., (iii) the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq., (iv) the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq., (v) the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq., (vi) the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq., (vii) the Clean Water Act, as amended. 33 U.S. Code § 1251, et seq., (viii) the Oil Pollution Act, as amended, 33 U.S.C. § 2701, et seq., (ix) California Health & Safety Code § 25100, et seq. (Hazardous Waste Control), (x) the Hazardous Substance Account Act, as amended, Health & Safety Code § 25300, et seq., (xi) the Unified Hazardous Waste and Hazardous Materials Management Regulatory Program, as amended, Health & Safety Code § 25404, et seq., (xii) Health & Safety Code § 25531, et seq. (Hazardous Materials Management), (xiii) the California Safe Drinking Water and Toxic Enforcement Act, as amended, Health & Safety Code § 25249.5, et seq., (xiv) Health & Safety Code § 25280, et seq. (Underground Storage of Hazardous Substances), (xv) the California Hazardous Waste Management Act, as amended, Health & Safety Code § 25170.1, et seq., (xvi) Health & Safety Code § 25501, et seq. (Hazardous Materials Response Plans and Inventory), (xvii) Health & Safety Code § 18901, et seq. (California Building Standards), (xviii) the Porter -Cologne Water Quality Control Act, as amended, California Water Code § 13000, et seq., (xix) California Fish and Game Code §§ 5650-5656 and (xx) any other federal, state or local laws, ordinances, rules, regulations, court orders or common law related in any way to the protection of the environment, health or safety. 5.5 Brokers and Commissions. Seller represents that it has not dealt with any investment adviser, real estate broker or finder, or incurred any liability for any commission or fee to any investment adviser, real estate broker or finder, in connection with the sale of the Property to Buyer under this Agreement. Buyer represents that is has not dealt with any investment adviser, real estate broker or finder, or incurred any liability for any commission or fee to any investment adviser, real estate broker or finder, in connection with the purchase of the Property by Buyer under this Agreement. Each party will indemnify, defend, protect and hold the other party harmless from any and all claims based upon any assertion that such commissions or fees are allegedly due from the party making such representations. 5.6 Tax Matters. Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder, which require the withholding of tax on the sale of real estate by a foreign person, subject to certain exemptions. LA #48163249-4435 v5 05089-0001 9 ARTICLE 6: PRE-CLOSING COVENANTS 6.1 Operation of Property. Between the Effective Date and the Closing Date, Seller will not execute any lease or license affecting the Property for a period of more than thirty (30) days, without the prior approval of Buyer, which approval may be withheld in the sole discretion of Buyer. 6.2 Assignment. The Parties shall not assign all or any part of their interest in this Agreement without first having obtained the written consent of the other Party which shall not be unreasonably withheld. Any total or partial assignment shall not relieve a Party of the Party's obligation pursuant to this Agreement unless otherwise agreed in writing by the other Party. 6.3 Personal Iniury and Property Damage Prior to Closing. Seller agrees to indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, arising from or based on any condition, event or circumstance relating to the Property that existed or occurred before the Closing Date, or any personal injury or property damage occurring in, on or about the Property before the Closing Date. ARTICLE 7: GENERAL PROVISIONS 7.1 Binding on Successors. The terms, covenants, and conditions of this Agreement are binding upon and will inure to the benefit of the successors and assigns of the parties. 7.2 Entire Agreement. This Agreement contains all of the covenants, conditions, and agreements between the parties with respect to the purchase, sale and development of the Property, and supersedes all prior correspondence, agreements, and understandings, both verbal and written, between the parties with respect to the subject matter of this Agreement. No addition or modification of any term or provision of this Agreement will be effective unless set forth in writing and signed by both Seller and Buyer. 7.3 Attorney's Fees. In the event either party to this Agreement institutes legal action to interpret or enforce the terms of this Agreement, or to obtain money damages, the prevailing party will be entitled to recover from the other, in addition to costs and judgment as awarded by the court, its attorney's fees and disbursements incurred by such prevailing party in such action or proceeding and in any appeal in connection with such action or proceeding. If such prevailing party recovers a judgment in any such action, proceeding or appeal, all such costs, expenses and attorneys' fees and disbursements incurred will be included in and as a part of such judgment. The prevailing party includes without limitation a party who dismisses an action or proceeding for recovery hereunder in exchange for LA #48163249-4435 v5 05089-0001 10 consideration substantially equal to the relief sought in the action or proceeding. 7.4 Notices. All notices ("Notice") or other communications required or permitted under this Agreement must be in writing and must be delivered either by hand (including by courier or reputable overnight delivery service) or deposited in the United States Mail, registered or certified mail, postage prepaid, and addressed as follows: To Buyer: City of Atascadero Attn: Rachelle Rickard 6500 Palma Avenue Atascadero, CA 93422 Email: rrickard(o)atascadero.org To Seller: Robert B. Arnold P.O. Box 65 Atascadero, CA 93423 Email: rbarnold(cDcharter.net Notices which are delivered by hand or overnight delivery will be deemed received upon delivery; notices which are deposited in the United States Mail in accordance with the terms of this Section will be deemed received three days after the date of mailing. The foregoing addresses may be changed by notice to the other party as provided in this section. 7.5 Governing Law; Venue, This Agreement is be governed by the laws of the State of California. In any suit, action, or proceeding arising out of or related to this Agreement, or the documentation related hereto, the parties hereby submit to the jurisdiction and venue of the Superior Court in and for the County of San Luis Obispo. 7.6 Time. Time is of essence of every provision herein contained in this Agreement. 7.7 Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but all counterparts will constitute one agreement. 7.8 Exhibit. Exhibit A is incorporated by reference and made a part of this Agreement. 7.9 Interpretation. Seller and Buyer acknowledge that each party has reviewed and revised this Agreement and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any document executed and delivered by either party in connection with the transactions contemplated by this Agreement. All parties have been represented by LA #48163249-4435 v5 05089-0001 1 1 counsel in the preparation and negotiation of this Agreement, and this Agreement will be construed according to the fair meaning of its language. 7.10 Further Assurances. From and after the date of this Agreement, Seller and Buyer agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purpose of this Agreement in accordance with this Agreement. 7.11 Partial Invalidity. If any provision of this Agreement is determined by a proper court to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement and this Agreement will remain in full force and effect without such invalid, illegal or unenforceable provision. 7.12 Waivers. No waiver of any provision of this Agreement or any breach of this Agreement will be effective unless such waiver is in writing and signed by the waiving party and any such waiver will not be deemed a waiver of any other provision of this Agreement or any other or subsequent breach of this Agreement. [Signatures on the following page.] LA 448163249-0435 v5 05089-0001 12 THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF THE PARTIES have executed this Agreement. SELLER: ROBERT B. ARNOLD 2007 TRUST Y.- BUYER: : BUYER: CITY OF R By: Tom ATTEST: f )C -Lara Christensefi, City Clerk APPROVED AS TO FORM: CITY ATTORN/E�Y DC Brian A. Pierik, City Attorney LA #4816-3249-4435 v5 05089-0001 13 EXHIBIT A FORM OF GRANT DEED TO BE PROVIDED BY THE CITY TO ESCROW LA #48163249.4435 v5 05089-0001 RECORDING REQUESTED BY: First American Title Company MAIL TAX STATEMENT AND WHEN RECORDED MAIL DOCUMENT TO: City of Atascadero 6500 Palma Avenue Atascadero, CA 93422 A.P.N.: 049-141-038 "This document was electronically submitted to San Luis Obispo County for recording" 2018042929 Tommy Gong San Luis Obispo - County Clerk -Recorder Inal Document 10/12/2018 01:10 PM Recorded at the request of: FIRST AMERICAN TITLE COMPANY Titles:1 Pages:3 Fees: $0.00 Taxes: $0.00 Total: $0.00 PCOR FILED Above This Line for Recorder's Use Only File No.: 4002-5784554 (I(B) This transaction Is exempt from California documentary transfer tax pursuant to Section 11922 of the California Revenue and Taxation Code. The deed is exempt from recording fees pursuant to Section 27383 of the California Government Code. GRANT DEED The Undersigned Grantor(s) Dedare(s): DOCUMENTARY TRANSFER TAX $0.00; CITY TRANSFER TAX $; SURVEY MONUMENT FEE $ 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 I City of Atascadero, and EXEMPT FROM BUILDING HOMES AND )OBS ACTS FEE PER GOVERNMENT CODE 27388.1faW FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Robert B. Arnold, Trustee of the Robert B. Arnold Family Trust dated June 26, 2007 and Richard S. Arnold and Susan R. Arnold, Trustees of the Richard and Susan Arnold Revocable Trust 2005, dated May 16, 2005 hereby GRANTS to City of Atascadero the following described property in the City of Atascadero, County of San Luis Obispo, State of California: PARCELS 1 AND 3 OF PARCEL MAP CO -69-62, IN THE COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, RECORDED OCTOBER 28, 1969 IN BOOK 4, PAGE 18 OF PARCEL MAPS. Mail Tax Statements To: SAME AS ABOVE RECORDING REQUESTED BY: First American Title Company MAIL TAX STATEMENT AND WHEN RECORDED MAIL DOCUMENT TO: City of Atascadero 6500 Palma Avenue Atascadero, CA 93422 A.P.N.: 049-141-038 Space Above This Line for Recorder's Use Only File No.: 4002-5784554 (KB) This transaction is exempt from California documentary transfer tax pursuant to Section 11922 of the California Revenue and Taxation Code. The deed is exempt from recording fees pursuant to Section 27383 of the California Government Code. GRANT DEED The Undersigned Grantor(s) Declare(s): DOCUMENTARY TRANSFER TAX $0.00; CITY TRANSFER TAX $; SURVEY MONUMENT FEE $ computed on the consideration or full value of property conveyed, OR computed on the consideration or full value less value of (lens and/or encumbrances remaining at time of sale, unincorporated area; [ x I City of Atascadero, and EXEMPT FROM BUILDING HOMES AND JOBS ACTS FEE PER GOVERNMENT CODE 27388.1(a)(2) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Robert B. Arnold, Trustee of the Robert B. Arnold Family Trust dated June 26, 2007 and Richard S. Arnold and Susan R. Arnold, Trustees of the Richard and Susan Arnold Revocable Trust 2005, dated May 16, 2005 hereby GRANTS to City of Atascadero the following described property in the City of Atascadero, County of San Luis Obispo, State of California: PARCELS 1 AND 3 OF PARCEL MAP CO -69-62, IN THE COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, RECORDED OCTOBER 28, 1969 IN BOOK 4, PAGE 18 OF PARCEL MAPS. Mail Tax Statements To: SAME AS ABOVE Grant Deed - continued A.P.N.: 049-141-038 Dated: September 20, 2018 Robert B. Arnold, Trustee of the Robert B. Arnold Family Trust dated June 26, 2007 Robert B. Arnold, Trustee 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 Ina ( L %0'- A" )SS COUNTY OF SOA\ LI.I.IS 6) h 15 y _) Date: 09/20/2018 File No.: 4002-5784554 (KB) Richard S. Arnold and Susan R. Arnold, Trustees of the Richard and Susa Arnold Revocable Trust 2005, dated Ma, 2005 Richard S. ArnQ(, Trustee Susan R. /(rnold, Trustee On 4m bare 017 D-0 I before me, 7- au 134 Ab;C S , 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. Notary Sign ure Page 2 This area for official notarial seal. �8 op KATHY BENABIDES rf r COMM.# 2187167 t; r ' NOTARY PUBLIC -CALIFORNIA ? SAN LUIS OBISPo COUNTY c�UwxTnr MY COMM. EXP, APR. 6. !02!j Grant Deed - continued A.P.N.: 049-141-038 Dated: September 20, 2018 Robert B. Arnold, rustee of the Robert B. Arnold Family ust dated June 26, 2007 Robert B. Arnold, Trustee 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 C A )SS COUNTY OF (t I �C)_ M ) Date: 09/20/2018 File No.: 4002-5784554 (KB) Richard S. Arnold and Susan R. Arnold, Trustees of the Rich fd'and usan Arnold Revocable Trust 2 - 0,1 ,2005 Richard : Arnold, rustee Susan R. Arnold, Trustee On m Ye r-- r-) /. V Q /K before me, I 2 "I , l%e--ea , Notary Public, personally appeared 0 - 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. Notary Signatur Page 2 This area for official notarial seal. O. J. REED Comm.#2230292 Notary Public -California Pi Ell Dorado County Comm. Expires Mar 3, 2022