HomeMy WebLinkAboutJacobson, Jesse Recording requested by and
when recorded return to:
City of Arroyo Grande
Attn: City Clerk
300 East Branch Street
Arroyo Grande, CA 93420
LEASE WITH OPTION TO PURCHASE AND
AGREEMENT AFFECTING REAL PROPERTY
THIS LEASE WITH OPTION TO PURCHASE AND AGREEMENT AFFECTING REAL
PROPERTY (this "AgreemenP') is made as of this / sr day, of �AR�fF , 2011 (the
"EHective Date"), by and between Jesse Jacobson, ('Jacobson") and the City of Arroyo
Grande, a municipal corporation of the State of California ("City"). '
, RECiTALS
WHEREAS, Jacobson is the owner of record of all of that certain real property situated
in the City of Arroyo Grande, San Luis Obispo County, CA, commonly known as.132 Le
Point Street (ihe "Jacobson Property"), pictured and depicted as two separate "Areas"
(A and B) in the attached Exhibit A, and more particularly described in lhe ariached
Exhibit B, both of which are incorporated herein by this reference; and
WHEREAS, City desires to lease from Jacobson Area A (the "Lease Property') for the
purposes of constructing, operating and maintaining a public" parking lot and related
parking improvements; and .
WHEREAS, the parties wish to provide for an option (hereinafter the "Option") to allow
City to purchase Area B (hereinafter the "Option Property"), pursuant to the terms and
conditions set forth herein; and '
WHEREAS, as consideration for the Option, City has agreed, at City's sole cost and
expense, to prepare and record a parcel map to create a legally separate lot comprised
of Area B and to construct and dedicate two parking spaces ad�acent to the Jacobson
� property for its use.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowiedged, Jacobson and City agree as follows:
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Section 1. Recitals
The above Recitals are true and correct and are incorporated into this Agreement
by this reference.
Section 2. Lease of Proqertv
Jacobson hereby leases to City and City hereby leases irom Jacobson, the
Lease Property on the terms and conditions set forth in this Agreement (the "Lease").
City shall have the right, without limitalion, at City's sole cost, to construct, improve,
install, operate, maintain and repair a public parking lot facility and related
improvements and utilities within the Lease Property.
Section 3. Term
The term of the Lease shall be ten (10) years (the "Term") commencing on March
1 , 2011 (ihe "Commencement Date"), and, unless sooner terminated or extended as
herein provided, shall terminate on February 28, 2021.
Section 4. Rent
City shall pay to Jacobson as rent three hundred and ninety dollars ($390.00) on
the first day of each month throughout the Term of the Lease.
Section 5. Taxes and Assessment
City shall pay to Jacobson, during the entire Term, before delinquency, its pro
rata share of all real property taxes and assessments which are or may during the Term
be levied, charged, assessed or imposed upon or against the unimproved poriion of the
.lacobson Properfy.
Section 6. City's Option to Purchase Option Propertv
(a) Jacobson hereby grants to City an Option to purchase the Option Property
on the following terms and conditions:
A. The Option shall not be exercised prior to the fifth (5th) year of the
Lease Term (the "Option Term");
B. The Purchase Price for the Option Property ("Purchase Price") shall be
the greater of one hundred and thirty thousand, seven hundred and
seventy dollars ($130,770.00) or the appraised value of the Oplion
Properly al the time o� purchase pursuant to this Option.
i. City and Jacobson shall select a mutually agreed upon
appraiser to provide the appraisal.
ii. Should City and Jacobson be unable to agree upon an
appraiser, both City and Jacobson shall select one appraiser,
and those two appraisers shall select a third appraiser. All
three (3) appraisers shall provide appraisals, and the average
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of the three (3) appraisals shall determine the Option
Purchase Price. The parties shall each pay for the cost of the
appraisal prepared by the appraiser they select and the cost of
the third appraiser shall be shared equally.
C. Upon City's exercise of the Option as provided hereunder, City shall, at
City's sole cost and expense, prepare and record a parcel map or deed
in order to create a separate legal lot comprised of Area B.
D. Upon recordation of a parcel map or deed as described in Section
6(a)C above, City and Jacobson shall execute a Purchase and Sale
Agreement substantially in the form attached hereto as Exhibit C.
(b) Consideration for Oqtion: As consideration for the Option, City has agreed
to provide two parking spaces adjacent to the Jacobson property dedicated for its use.
(c) Exercise of Option: Provided City is not in default under this Lease, this
Option may be exercised by City's delivering to Jacobson at any time during the Option
Term and before the expiration of the Lease Term, at least six (6) months written notice
of the exercise ("Exercise Notice").
(d) Jacobson warrants that Jacobson is the owner o( the Option Property and
has marketable and insurable fee simple title to the Option Property clear of restrictions,
leases, liens, and other encumbrances, except as described on the attached Exhibit D.
If this Option is exercised by City, Jacobson shall convey title to the Oplion Property by
grant deed subject to the terms and conditions hereof. Throughout the Term of the
Lease and until the Option Property is conveyed to City, if this Option is exercised,
Jacobson shall not substantially alter or encumber the Option Property in any way nor
grant any property or contract right relating to the Option Property without the prior
written consent of City, which consent may be granted or withheld at City's sole and
absolute discretion.
. Section 7. Quiet Enlovment
During the Term of the Lease, City shall peaceably hold and quietly enjoy the
Lease Property without hindrance, molestation or interruption by Jacobson or by anyone
lawfully or equitably claiming by, through or under Jacobson.
Section 8. Insurance
During the term of the Lease, City agrees to provide the general liability
insurance for the Lease Prope�ty afforded it through the California Joint Powers
Insurance Authority.
Section 9. Indemnity
(a) To the fullest extent allowed by law, City covenants and agrees that Jacobson
shall not at any time or to any extent whatsoever be liable, responsible or in anyway
accountable for any loss, injury, death, or damage io persons or property which, at any
time may be suffered or sustained by City or by any person who may at any time be
using, occupying, or visiting the Lease Property or be in, on or about the Lease
Property, from any cause whatsoever, except when such loss, injury, death, or damage
shall be caused by or in anyway result from or arise out of the negligent or intentional
3
acts or omissions of Jacobson. Furthermore, City shall forever indemnify, defend, hold,
and save Jacobson free and harmless of, from and against any and all claims, liability,
loss, or damage whatsoever on account of any such loss, injury, death or damage
occasioned by any cause other than Jacobson's intentional or negligent acts or
omissions. City's indemnity obligation set forth in this Section shall survive the
termination or expiration of the Lease with respect to any claims or liabilities arising out
of injury or damage to person or property which occurs during the Term.
(b) To the fullest extent allowed by law, Jacobson covenants and agrees that City
shall not at any time or to any extent whatsoever be liabie, responsible or in anyway
accountable for any losses, damages, or any other claims which, at any time may be
brought against, sufiered or sustained by City or by any person who may at any time be
using, occupying the Jacobson Property excluding Area A or be in, on or aboul the
Jacobson Property excluding Area A, resulting from the failure of any of Jacobson's
represeniations made herein. Furthermore, Jacobson shall forever indemnify, defend,
hold, and save City free and harmless of, from and against any and all claims, liability,
loss, or damage whatsoever on account of any such misrepresentation. Jacobson's
indemnity obligation set forth in this Section shall survive the termination or expiration of
the Lease with respect to any claims or liabilities arising during the Term.
Section 10. Citv's Defaults and Jacobson's Remedies
It shall be an event of default hereunder (each an "Event of Default") if (i) default
shall be made by City in the punctual payment of any rent or other moneys due
hereunder and shall continue for a period.of ten (10) days after receipt of written notice
thereof by City; (ii) default shall be made by City in the performance or observance of
any of the other agreements, covenants or conditions of this Agreement on the part of
City to be performed and observed and such default shall continue for a period of thirty
(30) days after receipt of written notice thereof by City, or, in the case of a default which
cannot be cured by the payment of money and cannot be cured within thirty (30) days,
shall continue for an unreasonable period after receipt of such written notice; (iii) City
shall abandon the Lease Property. Upon the occurrence of any Event of Default by City
hereunder, Jacobson shall have the right, in addition to all other rights and remedies of
Jacobson provided hereunder or by law, to terminate City's Lease, in which event City
, shall immediately surrender possession of the Lease Property, and pay to Jacobson all
rent and all other amounts payable by City hereunder to the date of such termination.
Section 11. Nonwaiver
If any action or proceeding is instituted or if any other steps are taken by
Jacobson or City, and a compromise part payment or setilement thereof shall be made,
either before or after judgment, the same shall not constitute or operate as a waiver'by
Jacobson or City of any agreement, covenant or condition of this Agreement or of any
subsequent breach thereof.
Section 12. Covenants Run With Land
(a) The agreements, covenants and conditions in this Agreement are and shall
be deemed to be covenants running with the land and shall be binding upon and shall
inure to the benefit of Jacobson and City and their respective successors and assigns.
4
(b) All references in this Agreement to "City" or "Jacobson" shall be deemed to
refer to and include successors and assigns of City or Jacobson, respectively, without
specific mention of such successors or assigns.
Section 13. Notices
Except as otherwise provided hereunder; any notice or communication to
Jacobson or City shall be in writing and be mailed by certified mail, postage prepaid.
Notices or communications shall be addressed as follows:
To Jacobson: To City:
132 Le Point Street City of Arroyo Grande
Arroyo Grande CA 93420 Attn: City Manager
300 East Branch Street
Arroyo Grande, CA 93420
W ith Copy to:
Carmel & Naccasha LLP
Attn: Timothy J. Carmel
1410 Marsh Slreet
San Luis Obispo, CA 93401
Section 14. Holdinq Over
This Lease shall terminate without further notice upon lhe expiration of the Term,
and any holding over by City after the expiration of the Term shall not constitute a'
renewal hereof or give City any rights hereunder or in or to the Lease Property, except
as otherwise herein provided, it being understood and agreed that such Lease cannot
be renewed, extended or in any manner modified except in writing signed by Jacobson
and Ciry.
Section 15. Severabilitv
In case any one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Agreement, but
this Agreement shall be construed as if such invalid, illegal, or unenforceabie provisions
had not been contained herein.
Section 16. Consents
Unless otherwise specified, whenever in this Agreement the consent or approval
o( either Jacobson or City is required or permitted, the party requested to give such
consent or approval will act promptly and will not unreasonably withhold its consent or
approval.
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Section 17. Specific Enforcement
In the event that City exercises its Option to purchase the Option Property from
Jacobson on the terms and conditions set forth in Section 6 hereof, Jacobson and City
both acknowledge that legal damages are an insuHicient remedy at law and that City's
rights under such Section shall be specifically enforceable, without limitation on the right
of City to resort to any other remedy available at law.
Section 19. Inteqration
This instrument constitutes the entire agreement between Jacobson and City
with respect to the subject matter hereof and supersedes all prior offers and
negotiations, oral or written. This Agreement may not be amended or modified in any
respecl whatsoever except by an instrument in writing signed by Jacobson, City and, if
required by any Lender, by Lender.
Section 20. Amendments
This Agreement may be modified only in writing and only if signed by ihe parties
at the time of the modification.
Section 21. Governinq Law; Venue
This Agreement shall be governed by and construed in accordance with the laws
of the State of California. Venue shall be the Superior Court of San Luis Obispo County.
(Signatures are on the following page]
6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
CITY OF ARROYO GRANDE JACOBSON:
��W aLn.a�C�-o�.�
Tony Ferr , ayor sseJaco on'
Approved as to Content:
Stev Adams, City anager
Attest:
�
Kelly W mor , Ciry Cierk �
Approved a to Form:
� '..-- / ��—
Timothy J. Carmel, City Attorney •
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE SUBJECT
• PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THIS AGREEMENT
In consideration of the mutual benefits accruing to the parties, the undersigned, present
owner and holder of the note dated April 9, 2008 and beneficiary of deed of trust
recorded as Instrument No. 08-21370 in the O�cial Records of San Luis Obispo
County, hereby consents, approves and declares that said deed of trust and note is and
shall unconditionaily be and remain at all times inferior and subordinate to this
Agreement.
-6oanf ,
BAC Home Loans Servicing, LP
By: '
Its: •
Dated:
' Names must be notarized
7
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
.C<'��`�'�r.'^r,L`��.L`�'i�{=L�"-�.N�'�:_�'�.�w`£.-ti.`�'r.�`�'�Y-+�`c�'�.�•�S."-s._c-.`<'�.`<'1+.r�L-�w�-�,`c4i'-i.`£..,"c`.?�'S<'c�'�.�'��S4�St��w�
State ol Catifornia l
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County ot �2H L-Ni!5 �fji3�0 J
On ��OS/�// before me. �_ _ �O✓�'Oy� � �O�►it/ �/�d�iG ,
Dn' Hrt�c In9+r1 HninC mN Tilb!ol InC Qf�
personally appeared �/C55L �ICD,6 S�'t.
Ndmi:�6�41$i�nL1�6�
who proved to me on the basis ol satisfaciory evidence to
be the person(e1 whose name(s) is/are subscribed to the
within instrument and acknowledged to me that
he/5�4heq executed the same in his4ieFH3eir authorized
capaciryjl?aj, and that by his/I+er,�tx.�irsignaWre(rr}on the
instrumern the person(s�; or the entity upon behalt of
which the person(eTacted. executed ihe insirumeni.
� Kirn NoaroN
Camuesion r t92�92t I certify under PENALTY OF PERJURY under the laws
� rwury A,wK -c�itmma � of the State o( Calitornia that the foregoing paragraph is
san�u��Oe�spo tamry true and wrrect.
Comm. Mu 9.20t5 r
WITNESS my hand and ofiicial seal.
Signature �!1 �
P�Utt N0�07'$Blll�ppvl' . �Illluln OI HOWry PpWK
OPTIONAL
Thougn rne iMormalion below is nor required byiaw. it may prove valuaUle ro persons retying on rne documenr
and coultl prevenl fmudulenl removal and reartachmeno-ot rhis lorm ro�enolher dacumenf.
Description of Attached Document
Title or Type ol Document:
>
� Documern Date: Number of es:
Signer(s) Other Than Named Above: '
• Capacity(ies) Claimed by Signer(s)
Signers Name: _ Signer's Name:
O Intlivitlual G Individual
❑ Corporate OFiicer—Tine(s): ❑Corporate O(ficer—Title(s):
O Pariner—p Limited ❑Gener , _�._�� ❑Panne� —� Limiled ❑ General
❑ Anomey in Fact • ' '' O Attomey in Faci 1 •' -.' "- 11
too ot IiwmU nern t0U 0���umD h!'tC
❑ Trustee ' O�Trustee
❑ Guardian or Conse ator LJ Guardian or Conservaior
O Other. G Other:
Signer Is Representing: Signer Is Representing:
�., . _ . . . _ . _ _ .�„. . . . . . �, . . . _ . .. . . . . _
02001tJa•+owlNOmrynmdnim•97500nSOionw.,P.OBO.2<02•Ctu�s.am.La91913�2a�•wrvwNa�ar�oiNninryorg�liom�5701 ReoNee:G�nTdl.frtcl�BW�81&G82]
JACOBS�N .
ACCESS, PARKING, UTILITY AND DRAINAGE � '
LEASE AREA 'A'
• A portion of Lot 75 of the Rancho Cortal de Piedra, Pismo, and Botsa de Chemisel
according to the mep thereof racorded Septemb� 1873 in Book A at Page 65 of Maps In oKce
of the Counry Recorder, San Luis Obispo County, Stata of CalHomia antl being more particularly
desclibed as follows:
Commanang at the eastarty most comer of the land described in Deed to
, Jesse Amor Jacobson recorded AuAust 17, 1888 as Document Number �998-
052098,Offiael Records of said County;
Thence elong the northeasterly Ilna thereof, N32°a5'ss^W, 49.30 feet to
the True PoiM of Beginnirig;
Thence continuing along said northeasterly line, N32°43'39'W, 48.50 feet; �
Thence (Course A) lea�ing said northeasterly line, S57°2�'43'V1/, 29.58
feet to tho southwesterty fine o`the land described in said Deed;
Thence along said southwesterfy line, S32°43'39"E, 48.50 feet;
Thence leaving said southwesierfy line and perallel to Courso q,
N57°21'43'E, 29.96 (eot to (he True Polnt of Beginning antl wntaining ia53
square feet more or less and as shown on Exhiblt 'B' atte�had hereto and hy
referance mede a:part hereol.
END DESCRIPTION �
Prepared by. • �
�,�� �� � �/� 1.AN0
_((�/^��2��/9/.!/'C/..-� �PM R• S�r�. .
�, o�a�:.
Wdliem R. Dyar, LS 5� 1, Lic. Exp. 9/90/11 �� cn c. •
P p'�
. Dale: /Z/30!/o ft LS 6861 *
`9�� ��� �e
�
� OF C���F� •
EXHIBIT 'A'
lo.vha.n I,uac.tr.e�:\'
. JACOBSON
. ACGESS, PARKING,
� UTILITY AND DRAINAGE •
OPTION AREA 'B'
A portion of Lnt �5 of tha Rancho Corral de Piedra, ?ismo, and Bolsa de Chemisel
, ecco�ng to the map theraof recorrlad September 1873 in 800k A at Pege 85 of Maps in offico
of f�e Coimry Recorder, San Luis Obispo County, State of Califomia and being more particulerty
desaihed as follows: .
. Beginning et the easteAy most comet of tha land desuibed in Deed to �
Jesse Amor Jacobson recorded August 17, 1998 as Doa�merri Number '199&
� 052098, OfFldel Records oi said County, i
Thence along the noMeasterty line thereof, N32°43'39'W, 97.80 feek '
Thence leaving said northeasterfy line, S57°21'43"W, 29.96 (eet to the
southwesterly line o} the land described in said Daed;
Thenco alang said southwesfirty line, S32°43'39'E, 96.23 feet to Ihe
southerly most mmer of the land described in said Deed;
Thence along the southeastedy line o( the land described in said Deed,
N60°23'S9'E, 30.00 feM to the Poinl of Beginning and containing 2906 square '
feet more or less and as shown on E�ibit 'B' e;tached hereto and by reterence
made a part hereat.
' END DESCRIPTION
Prepared by: I
� . � �p,NO �
�p,tA R. o G�, :
William R. �yer, LS 568 , Lic. Exp. 9/30�11 ,%��' �c�p Op I
Date: 1?�gof/a . y� L8. b861 .
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT •
�'�.r�w�,.�.-rw°i+��.•n�i�3�-Cr-s�'wv'.�r,c.�'�'�."r.""::�'Sr-�£��-cY.'.�w�"�+...r.�'�ti^r����4°<'��>e£��4'�'.e.'�'tiY'�n::L<'�
Stale ol California l
counry o,
1
On _ before me,
��I� I IU�C h19C�1 NJR10 Jntl T�IIC 01�t�C O���IY.I
personally appeared
Numc�s�oi S�qneqs)
who proved to me on Ihe basis ot satisfactory evidence to
be ihe person(s) whose name(s) is/are subscribed to the
within inslrument and acknowledyed to me Ihat.
he/she/ihey executed the same in his/her/their authorized
capaciry(ies), and that by his/hedtheir signature(s) on the
instrument the person(s), or the entity upon behalf ol
which the person(s) acted, executed ihe instrumern.
I certify under PENALTY OF PERJURY under ihe laws
o( the State ol Califomia that the foregoing paragraph is
true and correct.
WITNESS my hand and ofiicial seal.
Signature
PWCe Noiury Scai Mwe Spnaw�e oi Nomry Puda
OPTIONAL
Thouoh fhe informalion below is no!requiretl by Inw, i1 may prove valuable to persons ielving on the documenr
and tould provent tn.udulenl�emoval&nd rCllrrachment o!Ihis lo�m Io anoiher tlof.umenr.
Description of Attached Document
Tiil9 nr Typa n� [)nr,Um?ni: ___
DOCUmeni Dale: Number OI PageS:
Signer(5) Other Than Named Above:
Capacity(ies) Claimed by Signer(s) '
Signer's Name: Signer's Name:
l, Intlividual ❑ Individual
❑ Corporaie Ofiicer—Title(s): ❑Corporate Otficer—Title(s):
q Pariner —p Limited ❑ General . :._ i]Pariner—p Limited O General
❑ Anomey in Fact • � ��' ❑Anorney in Fact � _� ��
❑ TruS�BC 7on et�humb Mie Top ol�numb n�)ie
❑TfUSiCC'
❑ Guardian or Conservator ❑Guardian or Conservator
❑ Other. ❑Olher.
Signer Is Representing: Signer Is Representing:
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EXHIBIT C
• PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreemeni") is enlered inio as of
this day of , 20 (the "EfFective Date") by and between Jesse Jacobson
(referred to herein as "Seller") and the City of Arroyo Grande, a municipai corporation of
the State of California (collectively referred to herein as "Buyer").
Recitals
WHEREAS, Seller is the owner of certain real propeRy localed in the City of Arroyo
Grande, California, commonly referred to as 132 Le Point Street (the "Property") and
more particularly described in Exhibit A attached hereto and incorporated herein; and
WHEREAS, by this Agreement, the parties wish to provide terms and conditions for
Buyer's purchase of the Property from Seller.
NOW, THEREFORE, for good and valuable consideration, the receipt and suificiency of
which are acknowledged, the parties agree as follows:
SECTION 1
Purchase and Sale. •
Purchase and Sale. Seller shail sell the Property to Buyer and Buyer shall
purchase the Property from Seller on the terms and conditions stated in this Agreement.
' SECTION 2
Purchase Price.
� Purchase Price. The purchase price for the Property shall be
($ ) ("Purchase Price").
� SECTION 3
Due Diiigence.
There shall be no due diligence period ior this transaction. 8uyer acknowledges that
it has had sufficient opportunity to inspect the Property and hereby waives all due
diligence contingencies.
SECTION 4 .
Escrow.
Upon execution of this Agreement, Selier and Buyer shall establish an escrow for the
close of the sale of the Property ("Escrow") with First American Title Company, Arroyo
Grande, CA 93420 ("Escrow AgenP'). If the Escrow Agent is unwilling or unable to
perform, Buyer shall designate another Escrow Agent. A grant deed ("Grant Deed")
shall be recorded and the Property transferred from Seller to Buyer ten (10) days after '
the Effeciive Date ("Close of Escrow").
SECTION 5
Closing Deposits.
On or before Close of Escrow, Seller and Buyer shall deposit with Escrow Agent the
following documents and funds:
(a) Seller's Deposits. Seller shall deposit with Escrow Agent the following:
(i) Deed. The original executed and acknowledged Grant Deed conveying the
Property to Buyer ("Grant Deed");
(ii) Nonforeign Affidavit. The original Nonforeign Affidavit executed by Seller;
and
(iii) Additional Documenls. Any other documenis or funds required of Seller to
close Escrow in accordance with this Agreement.
(b} f3uyers Deposits. On or before the Ciose of Escrow, 8uyer shali deposit with
Escrow Agent the following:
(i) The Purchase Price;
(ii) Closing Costs. Additional cash in the amount necessary to•pay Buyer's share .
of closing costs, as set forth in Section 6; and
(iii) Additional Documents. Any other documents or funds required of Buyer to
close Escrow in accordance with this Agreement.
SECTION 6.
Closing Costs.
Buyer shall pay all escrow fees, costs of any titie insurance and any endorsements
and the costs of recording the Grant Deed.
2
SECTION 7
Prorations.
Real property taxes, assessments, property operafion expenses and other
recurring costs shall be prorated as oF ihe Close of Escrow.
SECTION 8
Seller's Warranties.
Seller warrants and represents to Buyer that as of the date of this Agreement and as
of the Closing:
(a) That the Escrow instructions have been, and all the documents to be delivered
by Seiler to Buyer at Closing shall be, duly authorized, executed, and delivered by
Seller, are or shall be legal and binding obligations of Seller, shall be sufficient to
convey title, are or shall be enforceable in accordance with their respective terms,
and do not and shall not at Closing violate any provisions of any agreement to which
Seller is a party;
(b) That at the Closing there shall be no outstanding contracts made by Seller
regarding the Property and that Seller shall cause to be discharged all encumbrances
and liens including, but not limited to all trust deeds, mortgages, mechanics' and
materialmen's liens arising from any labor or materials furnished prior to Closing
which pertain to the Property; and
(c) That Seller is not a "foreign person" within the meaning of section 1445(�(3) of
the Internal Revenue Code of 1954, as amended, and that Seller shall furnish to
B'uyer, prior to Closing, an affidavit in a form satisfactory io Buyer confirming the
same.
The continued accuracy in alt respects of Seller's representations and warranties
shall be a condition precedent to Buyers obligation to close. All representations and
warranties contained in this Agreement shall be deemed remade as of the date of
Closing and shall survive the Closing.
SECTION 9
Indemnification.
Seller agrees to indemnify and hold Buyer free and harmiess from any losses,
damages, cosis, or expenses (including attorney fees) resulting from any inaccuracy in
or breach of any representation or warranty of Seller and any breach or default by Seller
under any of Seller's covenants or agreements under this Agreement.
3
Section 10
Notices.
Except as otherwise provided hereunder; any notice or communication to Seller
or Buyer shail be in writing and be mailed by certified mail, postage prepaid. Notices or
communications shall be addressed as follows:
To Jacobson: To City:
City of Arroyo Grande
Attn: City Manager
300 Easi Branch Sireet
Arroyo Grande, CA 93420
With Copy to:
Carmel & Naccasha LLP
Attn: Timothy J. Carmel
1410 Marsh Street �
San Luis Obispo, CA 9340�
Section 11
Liquidated Damages.
IF BUYER FAILS TO COMPLETE THE PURCHASE PROVIDED FOR IN THIS
AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE
RELEASED FROM SELLER'S OBLIGATION TO SELL THE PROPERTY TO BUYER
AND tv1AY PROCEED AGAINST BUYER UPON ANY CLAIM OR REMEDY THAT
SELLER MAY HAVE IN LAW OR EQUITY; PROVIDED, HOWEV[R, THAT, BY
INITIALING THIS SECTION 11, BUYER AND SELLER AGREE THAT IN THE EVENT
OF DEFAULT BY BUYER, (A) IT WOULD BE IMPRACTICAL OR EXTREMELY
DIFFICULT TO FIX ACTUAL DAMAGES; (B) THE SUM OF FIVE PERCENT (5%) OF
THE PURCHASE PRICE SHALL CONSTITUTE LIQUIDATED DAMAGES PAYABLE
TO SELLER; (C) THE PAYMENT OF THE LIQUIDATED DAMAGES TO SELLER
SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER; (D) SELLER MAY
RETAIN THAT FIVE PERCENT �(5%) OF THE PURCHASE PRICE FOR Tf-IE
PROPERTY AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THAT SUM TO
SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR
PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275
OR 3369, BUT INSTEFID, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES
. TO SELLER PURSUANT TO SECTIONS 1671, 1676, AND 1677 OF THE
CALIFORNIA CIVIL CODE.
/ INITIALS
�a
Section 12
Attorney Fees; Liligation Costs.
If any leaal action or other proceeding, including arbitration or an action for
declaratory relief, is brought to enforce this Agreement or because of a dispute, breach,
default, or misrepresentation in connection with this Agreement, the prevailing party
shall be entitled to recover reasonable attorney fees and other cosis, in addition to any
other proper relief.
Section 13
Severability.
If any ferm or provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall not be affected.
Section 14
Waivers.
No waiver or breach of any provision shail be deemed a waiver of any other
provision, and no waiver shall be valid unless it is in writing and executed by the waiving
party. No extension of time for performance of any obligation or act shall be deemed an
exiension of time for any other obligation or act.
Section 15
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original and all of which taken iogether shall constitute one and the same
instrument. The execution ot this Agreement shall be deemed to have occurred, and
this Agreement shall be enforceable and effective, only iipon the complete execution of
this Agreement by Seller and Buyer.
� Section 16.
� Governing Law.
This Agreement shail be governed by and construed in accordance with California
law. .
[Signatures are on the following page]
5
IN WITNESS WHEREOF, ihe par�ies have executed tfiis Agreement as of the
date first written above.
CITY OF ARROYO GRANDE JACOBSON:
Tony �errara, Mayor Jesse Jacobson'
Approved as to Content:
Steve Adams, City Manager
Attesi: �
Kelly Wetmore, City Clerk
Approved as to Form:
Timothy J. Carmel, City Attorney
. G
EXHlBIT "D"
Restrictio�s, �eases, LBens, a�td other Encui7brances
A Deed of Trust to securz an original indebtedness oF 5210,090.00 recorded April 25,
2008 as Instrument No. 08-21370 of Officiai Records.
Dated: Apri�09, 2008 �
Trus;or: )esse A]ambson, sinale man
Trustee: ReconTrust Company, N.A.
Benefidary: Countrywide 8ank, F58