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CC 2014-08-12_08.f. Sale of Lot 1 Old Ranch RoadMEMORANDUM TO: CITY COUNCIL FROM: STEVEN ADAMS, CITY MANAGER ~ SUBJECT: CONSIDERATION OF SALE OF PARCEL 007-011-052 ON OLD RANCH ROAD DATE: AUGUST 12, 2014 RECOMMENDATION: It is recommended the City Council approve the Vacant Land Purchase Agreement and Joint Escrow Instructions for sale of Parcel 007-011-052 (Old Ranch Road Lot #1 >for $289,ooo. - IMPACT ON FINANCIAL AND PERSONNEL RESOURCES: The sale of the lot is intended to ge·nerate revenue for construction of the Police· Station improvements. The net revenue anticipated from the sale i_s projected to be approximately $27 4,000, which will !3Xceed the revenue estimates for the Police _ Station upgrade project when combined with .the revenue from the sale of Lots #2 and #3. BACKGROUND: When the Recreation Center project was proposed at the City property on West Branch Street and Old Ranch Road, it was determined that the east portion of the property was not needed and could be better used to sell-for residential use. The excess portion of the City property was subdivided into four residential lots, each in . the range of 10,000 square feet. Three of the four lots were then approved to be sold to generate revenue for the Police Station project. The fourth lot was recommended to be retained in order to maintain maximum flexibility for potential parking and connection to the Woman's Club Community Center parking lot associated with the proposed recreation center or other future use. The sale of Lot #1 was approved by the City Council at the March 11', 2014 meeting for a price of $282,500. At the July 8, 2014 meeting, the City Council approved the sale of Lots #2 and #3 for $278,000 and $272,000. - ANALYSIS OF ISSUES: The original buyer of Lot #1 has notified the City that they are cancelling the purchase. However, the City has received two other offers. Staff is recommending Item 8.f. - Page 1 CITY COUNCIL CONSIDERATION OF SALE OF PARCEL 007-011-052 ON OLD RANCH ROAD AUGUST 12, 2014 PAGE 2of2 the City Council accept the highest offer, which is $6,500 over the prior contract price. ALTERNATIVES: The following alternatives are presented for consideration: • Approve the agreement; • Direct staff to reject the offer and entertain other offers; or • Provide staff other direction. ADVANTAGES: Approval of the sale will generate important revenue for the Police Station upgrade project. Staff believes the price received is very good given the experience in listing the properties, prior offers, and the prior sale price for Lot #1. The property is being purchased by a local family and the home should be a valuable addition to the community. DISADVANTAGES: No disadvantages have been identified. ENVIRONMENTAL REVIEW: Environmental review was accomplished through the subdivision process. PUBLIC NOTIFICATION AND COMMENTS: The agenda was posted in front of City Hall on Thursday, August 7, 2014 and on the City's website on Friday, August 8, 2014. No comments were received. Attachment: 1 . Letter from Buyer 2. Vacant Land Purchase Agreement and Joint Escrow Instructions for Parcel 007- 011-052 Item 8.f. - Page 2 July 25, 2014 An·oyo Grande City Manager & City Council 3 00 E. Branch Street Arroyo Grand~, CA 93420 Dear City Manager and Council Members, As you can see, we have made an offer on Lot # 1 of the three lots for sale on Old Ranch Road. We are very excited for the opportunity to build a home here in Arroyo Grande! We owned a home in Berry Gardens for four years and sold it last year. We have since been looking for the right opportunity to build a home. Olivia has lived in An·oyo Grande since 1986, moving here with her family when she was three years old. She is an Arroyo Grande High School graduate, and loved being raised in this wonderful town, marching in the Harvest Festival parade with Girl Scouts and working at Klondike's Pizza the summer after high school. Adam -& Olivia met at Cal Poly, San Luis Obispo, where they both graduated in 2004. Adam is employed at Diablo Canyon Nuclear Power Plant in Avila, as a Nuclear Operator. We both have a deep love for this community, and are instilling that love in our two children, J runes and Annabelle. We'd like nothing more than to build -a beautiful home here, which we hope would contribute to the beauty and chatm of the community. We have already consulted with local builder Greg Nester for the construction of the home, and have chosen a floor plan that we like and would work so well on the lot. We ask that you please consider our offer, and help provide us with this wonderful opportunity to build a home in Arroyo Grande. Thank you for your time in reading this letter, and for your consideration of our offer. ATTACHMENT 1 Item 8.f. - Page 3 ~mcere1y, Adam & Olivia Lyman Item 8.f. - Page 4 DocuSign Envelope ID: OA9373C3-9954-4417-9314-F4C26B53048C CALI FORNI A ASSOCIATION OF REALTORS® VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (C.A.R. Form VLPA, Revised 4/10) Date Jul.y 23, 2014 1. OFFER: A. THIS IS AN OFFER FROM Adam R. Lyman, 01.ivia L. Lyman ("Buyer"). B. THE REAL PROPERTY TO BE ACQUIRED is described as ~O~O=l.=d'-'R=an=c=h=---'R=d=---'L=o"-'t=---<#~1~---------------- Arroyo Grande, CA 93420 -------------------------, Assessor's Parcel No(s). -=o-=o-=o'---=o-=o-=o'---=o'""'o'""'o'---------- situated in Arrovo Grande , County of San Luis Obispo , California, ("Property"). C. THE PURCHASE PRICE offered is Two Hundred Eighty-Nine Thousand ------------------------------(Dollars$ 289, 000. 00 ). D. CLOSE OF ESCROW shall occur on-------------------(date) (or [81 45 Days After Acceptance). 2. AGENCY: A. POTENTIALLY COMPETING BUYERS AND SELLERS: Buyer and Seller each acknowledge receipt of a disclosure of the possibility of multiple representation by the Broker representing that principal. This disclosure may be part of a listing agreement, buyer representation agreement or separate document (C.A.R. Form DA). Buyer understands that Broker representing Buyer may also represent other potential buyers, who may consider, make offers on or ultimately acquire the Property. Seller understands that Broker representing Seller may also represent other sellers with competing properties of interest to this Buyer. B. CONFIRMATION: The following agency relationships are hereby confirmed for this transaction: Listing Agent Jones Goodel.l. & Assoc. Inc. (Print Firm Name) 1s the agent of (check one): [81 the Seller exclusively; or O both the Buyer and Seller. Selling Agent Cindy Bl.ankenb=g Properties (Print Firm Name) (1f not the same as the Listing Agent) is the agent of (check one): [81 the Buyer exclusively; or O the Seller exclusively; or O both the Buyer and Seller. Real Estate Brokers are not parties to the Agreement between Buyer and Seller. 3. FINANCE TERMS: Buyer represents that funds will be good when deposited with Escrow Holder. A. INITIAL DEPOSIT: Deposit shall be in the amount of .......................................... $ ____ 2~, _7_0_0_._0_0 (1) Buyer shall deliver deposit directly to Escrow Holder by personal check, O electronic funds transfer, O Other within 3 business days after acceptance (or D Other ); OR (2) (If checked) O Buyer has given the deposit by personal check (or O ) to the agent submitting the offer (or to O ), made payable to -----------------------. The deposit shall be held uncashed until Acceptance and then deposited with Escrow Holder (or O into Broker's trust account) wrthin 3 business days after Acceptance (or O Other ). B. INCREASED DEPOSIT: Buyer shall deposit with Escrow Holder an increased deposit in the amount of ..... $ --------- within Days After Acceptance, or O --------------------- C. LOAN(S) (1) FIRST LOAN in the amount of ...................................................... $ 119,000.00 This loan will be conventional financing or, 1f checked, O FHA, OVA, O Seller (C.A.R. Form SFA), O assumed financing (C.A.R. Form PAA), O Other . This loan shall be at a fixed rate not to exceed % or, O an adjustable rate loan with initial rate not to exceed _____ %. Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. (2) 0 SECOND LOAN in the amount of. . . . . . . . . . . . . . . . . . . ......................................... $ -------- This loan will be conventional financing or, if checked, O Seller (C.A.R. Form SFA), O assumed financing (C.A.R. Form PAA), O Other . This loan shall be at a fixed rate not to exceed _______ % or, O an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. D. ADDITIONAL FINANCING TERMS: ______________________ _ E. BALANCE OF PURCHASE PRICE OR DOWN PAYMENT in the amount of ................................. $ ___ 1_6_7~, 3_0_0_._0_0 to b• d•ped••<th E~1..-wtthlo •officioot Um• to cio" '"''°w. Buye~~ ~~:~~A EmCE ~~~; ..................................... ·S~ll~~·~·,~;t;~ls .( .......... i ( $ ____ 2)89, 000. 00 The copyright laws al the Unrted States (Title 17 U.S Code) forbid the unauthorized ~ reproduction of this form, or any portion thereof, by photocopy machine or any other 1.::.1 means, including facs1m1le or computenzed formats Copynght © 1996-2010, I Reviewed by Date EnUALHOUSING CALIFORNIA ASSOCIATION OF REALTORS®, INC. ALL RIGHTS RESERVED. _ OPPORTUNITY VLPA REVISED 4/10(PAGE1OF10) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 1 OF 10) Agent: Cindy Blankenburg Broker: Cind Blankenbur Phone: 805.710.3794 Fax: 800.781.8270 erties, 1052 E. Grand Ave. Arro o Grande, CA 93420 Prepared using zipForm® software ATTACHMENT 2 Item 8.f. - Page 5 DocuSign Envelope ID: OA9373C3-9954-4417-9314-F4C26B53048C Property: 0 01.d Ranch Rd Lot #1, Arroyo Grande, CA 93420 Date: Jul.y 23, 2014 G. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS: Buyer (or Buyer's lender or loan broker pursuant to 3H(1)) shall, within 7 (or D ) Days After Acceptance, Deliver to Seller written verification of Buyer's down payment and closing costs. (If checked, D verification attached.) H. LOAN TERMS: (1) LOAN APPLICATIONS: Within 7 (or D ) Days After Acceptance, Buyer shall Deliver to Seller a letter from lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified or preapproved for any NEW loan specified in 3C above. (If checked D letter attached.) (2) LOAN CONTINGENCY: Buyer shall act diligently and in good faith to obtain the designated loan(s) Obtaining the loan(s) specified above is a contingency of this Agreement unless otherwise agreed in writing. Buyer's contractual obligations to obtain and provide deposit, balance of down payment and closing costs are not contingencies of this Agreement. (3) LOAN CONTINGENCY REMOVAL: (i) Within 17 (or D ) Days After Acceptance, Buyer shall, as specified in paragraph 19, in writing remove the loan contingency or cancel this Agreement; OR (ii) if checked) D the loan contingency shall remain in effect until the designated loans are funded. (4) D NO LOAN CONTINGENCY (If checked): Obtaining any loan specified above is NOT a contingency of this Agreement. If Buyer does not obtain the loan and as a result Buyer does not purchase the Property, Seller may be entitled to Buyer's deposit or other legal remedies. I. APPRAISAL CONTINGENCY AND REMOVAL: This Agreement is (OR, if checked, 0 is NOT) contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the specified purchase price. If there is a loan contingency, Buyer's removal of the loan contingency shall be deemed removal of this appraisal contingency (or, D if checked, Buyer shall, as specified in paragraph 19B(3), in writing remove the appraisal contingency or cancel this Agreement within 17 (or D ) Days After Acceptance). If there is no loan contingency, Buyer shall, as specified in paragraph 19B(3), in writing remove the appraisal contingency or cancel this Agreement within 17 (or D ) Days After Acceptance. J. D ALL CASH OFFER (If checked): Buyer shall, within 7 (or D ) Days After Acceptance, Deliver to Seller written venf1cation of sufficient funds to close this transaction. (If checked D venfication attached.) K. BUYER STATED FINANCING: Seller has relied on Buyer's representation of the type of financing specified (including but not limited to, as applicable, amount of down payment, contingent or non contingent loan, or all cash). If Buyer seeks alternate financing, (i) Seller has no obligation to cooperate with Buyer's efforts to obtain such financing, and (ii) Buyer shall also pursue the financing method specified in this Agreement. Buyer's failure to secure alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement. L. SELLER FINANCING: The following terms (or D (if checked) the terms specified in the attached Seller Financing Addendum (C.A.R. Form SFA) apply ONLY to financing extended by Seller under this Agreement. (1) BUYER'S CREDIT-WORTHINESS: Buyer authorizes Seller and/or Brokers to obtain, at Buyer's expense, a copy of Buyer's credit report. Within 7 (or D ) Days After Acceptance, Buyer shall provide any supporting documentation reasonably requested by Seller. (2) TERMS: Buyer's promissory note, deed of trust and other documents as appropriate shall incorporate and implement the following additional terms: (i) the maximum interest rate specified in paragraph 3C shall be the actual fixed interest rate for Seller financing; (ii) deed of trust shall contain a REQUEST FOR NOTICE OF DEFAULT on senior loans; (iii) Buyer shall sign and pay for a REQUEST FOR NOTICE OF DELINQUENCY prior to Close Of Escrow and at any future time if requested by Seller; (iv) note and deed of trust shall contain an acceleration clause making the loan due, when permitted by law and at Seller's option, upon the sale or transfer of the Property or any interest in it; (v) note shall contain a late charge of 6% of the installment due (or D ) if the installment is not received within 1 O days of the date due; (vi) title insurance coverage in the form of a joint protection policy shall be provided insuring Seller's deed of trust interest in the Property (any increased cost over owner's policy shall be paid by Buyer); and (vii) tax service shall be obtained and paid for by Buyer to notify Seller if property taxes have not been paid. (3) ADDED, DELETED OR SUBSTITUTED BUYERS: The addition, deletion or subst1tut1on of any person or entity under this Agreement or to title prior to Close Of Escrow shall require Seller's written consent. Seller may grant or withhold consent in Seller's sole discretion. Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the same documentation as required for the original named Buyer. Seller and/or Brokers may obtain a credit report, at Buyer's expense, on any such person or entity. M. ASSUMED OR "SUBJECT TO" FINANCING: Seller represents that Seller is not delinquent on any payments due on any loans. Seller shall, within the time specified in paragraph 19, provide Copies of all applicable notes and deeds of trust, loan balances and current interest rates to Buyer. Buyer shall then, as specified in paragraph 19B(3), remove this contingency or cancel this Agreement. Differences between estimated and actual loan balances shall be adjusted at Close Of Escrow by cash down payment. Impound accounts, if any, shall be assigned and charged to Buyer and credited to Seller. Seller is advised that Buyer's assumption of an existing loan may not release Seller from liability on that loan. If this is an assumption of a VA Loan, the sale is contingent upon Seller being provided a release of liability and substitution of eligibility, unless otherwise agreed in writing. If the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regarding the ability of an ex~sting lender to call the loan due, and the consequences thereof. 4. ALLOCATION OF COSTS (If checked): Unless otherwise specified in wnt1ng, this paragraph only determines who is to pay for the inspection, test or service ("Report") mentioned; it does not determine who is to pay for any work recommended or identified in the Report. A. INSPECTIONS AND REPORTS: (1) D Buyer D Seller shall pay to have existing septic or private sewage disposal system, if any, inspected------------- (2) D Buyer D Seller shall pay for costs of testing to determine the suitability of soil for sewage disposal -------------- (3) D Buyer D Seller shall pay to have existing wells, if any, tested for water potability and productivity -------------- rn;~ rJ.ii Buyer's Initials ( ~ ) ( ) Seller's Initials ( ____ ) ( ___ _ ~ Copyright© 1996-2010, CALIFORNIA ASSOCIATION OF REAL TORS®, INC VLPA REVISED 4/10 (PAGE 2 OF 10) J Reviewed by VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 2OF10) Date EDUALHOUSING OPPORTUNITY Lyman land purchase Item 8.f. - Page 6 ---------------------------- DocuS1gn Envelope ID: OA9373C3-9954-4417-9314-F4C26B53048C Property: 0 01.d Ranch Rd Lot #1, Arroyo Grande, CA 93420 Date: Jul.y 23, 2014 (4) D Buyer ~ Seller shall pay to have Property corners identified -------------------------- (5) D Buyer ~ Seller shall pay for a natural hazard zone disclosure report prepared by any reputabl.e company (6) D Buyer D Seller shall pay for the following inspection or report------------------------- (?) D Buyer D Seller shall pay for the following inspection or report------------------------- 8. ESCROW AND TITLE: (1) ~ Buyer ~Seller shall pay escrow fee _1~/~2~a=n~d~1=/~2~--------------------------­ Escrow Holder shall be =s-=eo:l.o:l.=-=e=r,_'-=s"-'c"'h""o""'i=-· c=e-------------------------------- (2) D Buyer ~ Seller shall pay for owner's title insurance policy specified in paragraph 15E ----------------- Owner's title policy to be issued by ____________________________________ _ (Buyer shall pay for any title insurance policy insuring Buyer's Lender, unless otherwise agreed in writing.) C. OTHER COSTS: (1) D Buyer ~ Seller shall pay County transfer tax or transfer fee =i=f~a~P~P~l.~i_· c~ab~l.=e __________________ _ (2) D Buyer ~ Seller shall pay City transfer tax or transfer fee =io=f=--=a""p""p""l."'i""'· c"-'ab=l.=-e=--------------------- (3) D Buyer D Seller shall pay Homeowners' Association ("HOA") transfer fees -------------------- (4) D Buyer D Seller shall pay HOA document preparation fees-------------------------- (5) D Buyer D Seller shall pay for---------------------------------- (6) D Buyer D Seller shall pay for---------------------------------- 5. POSSESSION AND KEYS: Possession shall be delivered to Buyer at 5PM or D AM D PM, ~on the date of Close Of Escrow; D on ; or D no later than Days After Close Of Escrow. The Property shall be unoccupied, unless otherwise agreed in writing. Seller shall provide keys and/or means to operate all Property locks. If Property is located in a common interest subdivision, Buyer may be required to pay a deposit to the Homeowners' Association ("HOA") to obtain keys to accessible HOA facilities. 6. STATUTORY DISCLOSURES AND CANCELLATION RIGHTS: A. NATURAL AND ENVIRONMENTAL HAZARDS: Seller shall, within the time specified in paragraph 19, deliver to Buyer if required by Law: (i) earthquake guides (and questionnaire) and environmental hazards booklet; (ii) disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; Seismic Hazard Zone; and (iii) disclose any other zone as required by Law and provide any other information required for those zones. 8. WITHHOLDING TAXES: Within the time specified in paragraph 19A, to avoid required withholding, Seller shall Deliver to Buyer or qualified substitute, an affidavit sufficient to comply with federal (FIRPTA) and California withholding Law (C.A.R. Form AS or QS). C. MEGAN'S LAW DATABASE DISCLOSURE: Notice: Pursuant to Section 290.46 of the Penal Code, information about specified registered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice at www.meganslaw.ca.gov. Depending on an offender's criminal history, this information will include either the address at which the offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Brokers are required to check this website. If Buyer wants further information, Broker recommends that Buyer obtain information from this website during Buyer's inspection contingency period. Brokers do not have expertise in this area. 7. SELLER DOCUMENTATION AND ADDITIONAL DISCLOSURE: A. Within the time specified in paragraph 19, if Seller has actual knowledge, Seller shall provide to Buyer, in writing, the following information: (1) LEGAL PROCEEDINGS: Any lawsuits by or against Seller, threatening or affecting the Property, including any lawsuits alleging a defect or deficiency in the Property or common areas, or any known notices of abatement or citations filed, or issued against the Property. (2) AGRICULTURAL USE: Whether the Property is subject to restrictions for agricultural use pursuant to the Williamson Act (Government Code §§51200-51295). (3) DEED RESTRICTIONS: Any deed restrictions or obligations. (4) FARM USE: Whether the Property 1s in, or adjacent to, an area with Right to Farm rights (Civil Code §3482.5 and §3482.6). (5) ENDANGERED SPECIES: Presence of endangered, threatened, 'candidate' species, or wetlands on the Property. (6) ENVIRONMENTAL HAZARDS: Any substances, materials, or products that may be an environmental hazard including, but not limited to, asbestos, formaldehyde, radon gas, lead-based paint, fuel or chemical storage tanks, and contaminated srnl or water on the Property. (7) COMMON WALLS: Any features of the Property shared in common with adjoining landowners, such as walls, fences, roads, and driveways, and agriculture and domestic wells whose use or responsibility for maintenance may have an effect on the Property. (8) LANDLOCKED: The absence of legal or physical access to the Property. (9) EASEMENTS/ENCROACHMENTS: Any encroachments, easements or similar matters that may affect the Property. (10) SOIL FILL: Any fill (compacted or otherwise), or abandoned mining operations on the Property. (11) SOIL PROBLEMS: Any slippage, sliding, flooding, drainage, grading, or other soil problems. (12) EARTHQUAKE DAMAGE: Major damage to the Property or any of the structures from fire, earthquake, floods, or landslides. (13) ZONING ISSUES: Any zoning violations, non-conforming uses, or violations of "setback" requirements. (14) NEIGHBORHOOD PROBLEMS: Any neighborhood noise problems, or other nuisances B. RENTAL AND SERVICE AGREEMENTS: Within the time specified in paragraph 19, Seller shall make available to Buyer for inspection and review, all current leases, rental agreements, service contracts and other related agreements, licenses, and permits pertaining to the operation or use of the Property. C. D TENANT ESTOPPEL CERTIFICATES: (If checked) Within the time specified 1n paragraph 19, Seller shall deliver to Buyer tenant estoppel certificates (C.A.R. Form TEC) completed by Seller or Seller's agent, and signed by tenants, acknowledging: (i) that tenants' rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications); (ii) that no lessor defaults exist; and (iii) stating the amount of any prepaid rent or security deposit. D. MELLO-ROOS TAX; 1915 BOND ACT: Within the time specified in paragraph 19, Seller shall: (i) make a good faith effort to obtain a notice from any local agencies that levy a special tax or assessment on the Property (or, if allowed, substantially equivalent notice), pursuant to the Mello-Ro~munity F~~ct, and Improvement Bond Act of 1915, and (ii) promptly deliver to Buyer any such notice obtained. Buyer's Initials ( ~) ( ~) Seller's lrnt1als ( ) ( ) ~ Copyright© 1996-2010, CALIFORNIA ASSOCIATION OF REAL TORS®, INC. rou=usJNc VLPA REVISED 4/10 (PAGE 3 OF 10) J Reviewed by Date OPPORTUNITY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 3 OF 10) Lyman land purchase Item 8.f. - Page 7 DocuSign Envelope ID: OA9373C3-9954-4417-9314-F4C26853048C Property: 0 Old Ranch Rd Lot #1, Arroyo Grande, CA 93420 Date: Ju1.y 23, 2014 8. CONDOMINIUM/PLANNED UNIT DEVELOPMENT DISCLOSURES: A. SELLER HAS: 7 (or D ) Days After Acceptance to disclose to Buyer whether the Property is a condominium, or is located in a planned development or other common interest subdivision (C.A.R. Form VLQ). B. If the Property is a condominium, or located in a planned unit development or other common interest subdivision, Seller has 3 (or D ) Days After Acceptance to request from the HOA (C.A.R. Form HOA): (i) Copies of any documents required by Law; {ii) disclosure of any pending or anticipated claim or litigation by or against the HOA; {iii) a statement containing the location and number of designated parking and storage spaces; {iv) Copies of the most recent 12 months of HOA minutes for regular and special meetings; and (v) the names and contact information of all HOAs governing the Property (collectively, "Cl Disclosures") and {vi) the following 1f Seller has actual knowledge: {a) any material defects in the condition of common area (such as pools, tennis courts, walkways or other areas co-owned in undivided interest with other); and {b) possible lack of compliance with HOA requirements. Seller shall itemize and Deliver to Buyer all Cl Disclosures received from the HOA and any Cl Disclosures in Seller's possession. Buyer's approval of Cl Disclosures is a contingency of this Agreement as specified in paragraph 148(3). 9. SUBSEQUENT DISCLOSURES: In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly provide a subsequent or amended disclosure or notice, in writing, covering those items. However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies disclosed in reports ordered and paid for by Buyer. 10. CHANGES DURING ESCROW: A. Prior to Close Of Escrow, Seller may engage in the following acts, ("Proposed Changes"), subject to Buyer's rights in paragraph 19: {i) rent or lease any part of the premises; {ii) alter, modify or extend any existing rental or lease agreement; {iii) enter into, alter, modify or extend any service contract(s); or {iv) change the status of the condition of the Property. B. At least 7 {or D ) Days prior to any Proposed Changes, Seller shall give written notice to Buyer of such Proposed Changes. 11. ITEMS INCLUDED AND EXCLUDED: A. NOTE TO BUYER AND SELLER: Items listed as included or excluded in the MLS, flyers or marketing materials are not included in the purchase price or excluded from the sale unless specified in 11 B or C. B. ITEMS INCLUDED IN SALE: (1) All EXISTING fixtures and fittings that are attached to the Property; (2) The following items: ----------------------------------------- (3) Seller represents that all items included in the purchase price, unless otherwise specified, are owned by Seller. (4) All items included shall be transferred free of liens and without Seller warranty. C. ITEMS EXCLUDED FROM SALE:---------------------------------- 12. CONDITION OF PROPERTY: Unless otherwise agreed: {i) the Property is sold {a) in its PRESENT physical {"as-is") condition as of the date of Acceptance and {b) subject to Buyer Investigation rights; (ii) the Property is to be maintained in substantially the same cond1t1on as of the date of Acceptance and {iii) D (If checked) All debris and personal property not included in the sale shall be removed by Seller by Close Of Escrow. A. SELLER SHALL, within the time specified in paragraph 19, DISCLOSE .KNOWN MATERIAL FACTS AND DEFECTS AFFECTING THE PROPERTY AND MAKE ALL OTHER DISCLOSURES REQUIRED BY LAW. B. Buyer has the nght to inspect the Property and, as specified in paragraph 19B, based upon information discovered in those inspections: (i) cancel this Agreement; or (ii) request that Seller make Repairs or take other action. C. Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition. Seller may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. 13. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A. Buyer's acceptance of the condition of, and any other matter affecting the Property, is a contingency of this Agreement as specified in this paragraph and paragraph 19B. Within the time specified in paragraph 19B(1 ), Buyer shall have the right, at Buyer's expense unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies ("Buyer Investigations"), including, but not limited to, the right to. {i) inspect for lead-based paint and other lead-based paint hazards; {ii) inspect for wood destroying pests and organisms; {iii) review the registered sex offender database; {iv) confirm the insurability of Buyer and the Property; and {v) satisfy Buyer as to any matter specified in the attached Buyer's Inspection Advisory (C.A.R. Form BIA). Without Seller's prior written consent, Buyer shall neither make nor cause to be made: {i) invasive or destructive Buyer Investigations; or {ii) inspections by any governmental building or zoning inspector or government employee, unless required by Law. . B. Seller shall make the Property available for all Buyer Investigations. Buyer shall {i) as specified in paragraph 19B, complete Buyer Investigations and, either remove the contingency or cancel this Agreement, and {ii) give Seller, at no cost, complete Copies of all Investigation reports obtained by Buyer, which obligation shall survive the termination of this Agreement. C. Buyer indemnity and Seller protection for entry upon property: Buyer shall: (i) keep the Property free and clear of liens, (ii) repair all damage arising from Buyer Investigations; and (iii) indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs of Buyer's Investigations. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller 1s advised that certain protections may be afforded Seller by recording a "Notice of Non-responsibility" (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination or cancellation of this Agreement and Close Of Escrow. DS rt:ts/ Buyer's Initials ( W~~ ) ( ~ ) ' Copyright© 1996-2~RNIA ASSOCIATION OF REALTORS®, INC. VLPA REVISED 4/10 (PAGE 4 OF 10) Seller's Initials ( ____ ) ( ___ _ ~ j Reviewed by Date VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 4OF10) EQUAL HOUSING OPPORTUNITY Lyman land purchase Item 8.f. - Page 8 DocuSign Envelope ID. OA9373C3-9954-4417-9314-F4C26B53048C Property: 0 Dl.d Ranch Rd Lot #1, Arroyo Grande, CA 93420 Date: July 23, 2014 D. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ITEMS SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT TO LOCATE AND DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE AWARE THAT BROKERS DO NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY FOR, THE CONDITION OF THE PROPERTY. BROKERS HAVE NOT AND WILL NOT VERIFY ANY OF THE ITEMS IN THIS PARAGRAPH 13, UNLESS OTHERWISE AGREED IN WRITING. E. SIZE, LINES, ACCESS AND BOUNDARIES: Lot size, property lines, legal or physical access and boundaries including features of the Property shared in common with adjoining landowners, such as walls, fences, roads and driveways, whose use or responsibility for maintenance may have an effect on the Property and any encroachments, easements or similar matters that may affect the Property. (Fences, hedges, walls and other natural or constructed barriers or markers do not necessarily identify true Property boundanes. Property lines may be verified by survey.) (Unless otheiwise specified in writing, any numerical statements by Brokers regarding lot size are APPROXIMATIONS ONLY, which have not been and will not be verified, and should not be relied upon by Buyer ) F. ZONING AND LAND USE: Past, present, or proposed laws, ordinances, referendums, initiatives, votes, applications and permits affecting the current use of the Property, future development, zoning, building, size, governmental permits and inspections. Any zoning violations, non-conforming uses, or violations of "setback" requirements. (Buyer should also investigate whether these matters affect Buyer's intended use of the Property.) G. UTILITIES AND SERVICES: Availability, costs, restrictions and location of utilities and services, including but not limited to, sewerage, sanitation, septic and leach lines, water, electricity, gas, telephone, cable TV and drainage. H. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel, oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, including mold (airborne, toxic or otheiwise), fungus or similar contaminant, materials, products or conditions. I. GEOLOGIC CONDITIONS: Geologic/seismic conditions, soil and terrain stability, suitability and drainage including any slippage, sliding, flooding, drainage, grading, fill (compacted or otherwise), or other soil problems. J. NATURAL HAZARD ZONE: Special Flood Hazard Areas, Potential Flooding (Inundation) Areas, Very High Fire Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones, Seismic Hazard Zones, or any other zone for which disclosure is required by Law. K. PROPERTY DAMAGE: Major damage to the Property or any of the structures or non-structural systems and components and any personal property included in the sale from fire, earthquake, floods, landslides or other causes. L. NEIGHBORHOOD, AREA AND PROPERTY CONDITIONS: Neighborhood or area conditions, including Agricultural Use Restrictions pursuant to the Williamson Act (Government Code §§51200-51295), Right To Farm Laws (Civil Code §3482.5 and §3482.6), schools, proximity and adequacy of law enforcement, crime statistics, the proximity of registered felons or offenders, fire protection, other government services, availability, adequacy and cost of any speed-wired, wireless internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, abandoned mining operations on the Property, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. M. COMMON INTEREST SUBDIVISIONS: OWNER ASSOCIATIONS: Facilities and condition of common areas (facilities such as pools, tennis courts, walkways, or other areas co-owned in undivided interest with others), Owners' Association that has any authority over the subject property, CC&Rs, or other deed restrictions or obligations, and possible lack of compliance with any Owners' Association requirements. N. SPECIAL TAX: Any local agencies that levy a special tax on the Property pursuant to the Mello-Roos Community Facilities Act or Improvement Bond Act of 1915. 0. RENTAL PROPERTY RESTRICTIONS: Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants and the right of a landlord to terminate a tenancy. P. MANUFACTURED HOME PLACEMENT: Conditions that may affect the ability to place and use a manufactured home on the Property. 14. SELLER DISCLOSURES; ADDENDA; ADVISORIES; OTHER TERMS: A. Seller Disclosures (if checked): Seller shall, within the time specified in paragraph 19A, complete and provide Buyer with a: ~ Seller Vacant Land Questionaire (C.A.R. Form VLQ) B. Addenda (if checked): D Addendum# (C.A.R. Form ADM) D Wood Destroying Pest Inspection and Allocation of Cost Addendum (C.A.R. Form WPA) D Purchase Agreement Addendum (C.A.R Form PAA) D Septic, Well and Property Monument Addendum (C.A.R. Form SWPI) 0 Short Sale Addendum (C.A R. Form SSA) 0 Other C. Advisories (If checked): 0 Probate Advisory (C.A R. Form PAK) D Trust Advisory (C.A.R. Form TA) D. Other Terms: 1n;~ r;s/ Buyer's Initials ( ~) ( ~) Copyright© 1996-2010, CALIFORNIA ASSOCIATION OF REALTORS®, INC. VLPA REVISED 4/10 (PAGE 5OF10) D Buyer's Inspection Advisory (C.A.R. Form BIA) D Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) 0 RED Advisory (C.A.R. Form REO) Seller's Initials ( ____ ) ( ___ _ j Reviewed by Date Q:r EOUALHOUS!NG OPPORTUNITY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 5OF10) Lyman land purchase Item 8.f. - Page 9 DocuSign Envelope JD· OA9373C3-9954-4417-9314-F4C26B53048C Property· 0 oid Ranch Rd Lot #1, Arroyo Grande, CA 93420 Date: Jul.y 23, 2014 15. TITLE AND VESTING: A. Within the time specified in paragraph 19, Buyer shall be provided a current preliminary title report, which shall include a search of the General Index, Seller shall within 7 Days After Acceptance, give Escrow Holder a completed Statement of Information. The preliminary report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title. Buyer's review of the preliminary report and any other matters which may affect title are a contingency of this Agreement as specified in paragraph 19B. B. Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except: (i) monetary liens of record unless Buyer 1s assuming those obligations or taking the Property subject to those obligations; and (ii) those matters which Seller has agreed to remove in writing. C. Within the time specified in paragraph 19, Seller has a duty to disclose to Buyer all matters known to Seller affecting title, whether of record or not. D. At Close Of Escrow, Buyer shall receive a grant deed conveying title (or, for stock cooperative or long-term lease, an assignment of stock certificate or cif Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL. E. Buyer shall receive a standard coverage owner's CLTA policy of title insurance. An ALTA policy or the addition of endorsements may provide greater coverage for Buyer. A title company, at Buyer's request, can provide information about the availability, desirability, coverage, survey requirements, and cost of various title insurance coverages and endorsements. If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and pay any increase in cost. 16. SALE OF BUYER'S PROPERTY: A. This Agreement is NOT contingent upon the sale of any property owned by Buyer. OR B. D (If checked) The attached addendum (C.A.R. Form COP) regarding the contingency for the sale of property owned by Buyer is incorporated into this Agreement. 17. D MANUFACTURED HOME PURCHASE (If checked): The purchase of the Property is contingent upon Buyer acquiring a personal property manufactured home to be placed on the Property after Close Of Escrow. Buyer D has D has not entered into a contract for the purchase of a personal property manufactured home. Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement, (OR, if checked, D this contingency shall remain in effect until the Close Of Escrow of the Property). 18. D CONSTRUCTION LOAN FINANCING (If checked): The purchase of the Property is contingent upon Buyer obtaining a construction Joan. A draw from the construction Joan D will D will not be used to finance the Property. Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement (or, if checked, D this contingency shall remain in effect until Close Of Escrow of the Property). 19. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC). A. SELLER HAS: 7 (or D ) Days After Acceptance to Deliver to Buyer all Reports, disclosures and information for which Seller is responsible under paragraphs 3M, 4, 6A and B, 7, BA, 12A, 14A and B, and 15. Buyer may give Seller a Notice to Seller to Perform (C.A.R. Form NSP) if Seller has not Delivered the items within the time specified. B. (1) BUYER HAS: 17 (or D ) Days After Acceptance, unless otherwise agreed in writing, to complete all Buyer Investigations; approve all disclosures, reports and other applicable information, which Buyer receives from Seller; and approve all other matters affecting the Property (including lead-based paint and lead-based paint hazards as well as other information specified in paragraph 6 and insurability of Buyer and the Property). (2) Within the time specified in 19B(1 ), Buyer may request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer's requests. (3) Within the time specified in 19B(1) (or as otherwise specified in this Agreement), Buyer shall, Deliver to Seller either (i) a removal of the applicable contingency (C.A.R. Form CR), or (ii) a cancellation (C.A.R. Form CC) of this Agreement based upon a remaining contingency or Seller's failure to Deliver the specified items. However, if any report, disclosure or information for which Seller is responsible is not Delivered within the time specified in 19A, then Buyer has 5 (or D ) Days After Delivery of any such items, or the time specified in 19B(1), whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement (4) Continuation of Contingency: Even after the end of the time specified in 19B(1) and before Seller cancels this Agreement, 1f at all, pursuant to 19C, Buyer retains the right to either (i) in writing remove remaining contingencies, or (11) cancel this Agreement based upon a remaining contingency or Sellers failure to Deliver the specified items. Once Buyer's written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to 19C(1 ). C. SELLER RIGHT TO CANCEL: (1) Seller right to Cancel; Buyer Contingencies: If, within the time specified in this Agreement, Buyer does not, in writing, Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP) may cancel this Agreement. In such event, Seller shall authorize return of Buyer's deposit (2) Seller right to Cancel; Buyer Contract Obligations: Seller, after first Delivering to Buyer a NBP may cancel this Agreement for any of the following reasons: (i) if Buyer fails to deposit funds as required by 3A~or 3B; (ii) if the funds deposited pursuant to 3A or 3B are not good when deposited; (iii) if Buyer fails to Deliver a letter as required by 3H; (iv) if Buyer fails to Deliver verification as required by 3G or 3J; or (v) if Seller reasonably disapproves of the verification provided by 3G or 3J or the credit report or supporting documentation pursuant to 3M In such event, Seller shall authorize return of Buyer's deposit. (3) Notice To Buyer To Perform: The NBP shall: (i) be in writing; (ii) be signed by Seller; and (iii) give Buyer at least 2 (or D ) Days After Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A NBP may not be Delivered any earlier than 2 Days Prior to the expiration of the applicable time for Buyer to remove a contingency or cancel this Agreement or meet an obligation specified in 19C(2). D. EFFECT OF BUYER'S REMOVAL OF CONTINGENCIES: If Buyer removes, in writing, any contingency or cancellation rights, unless otherwise specified in a separate written agreement between Buyer and Seller, Buyer shall with regard to that contingency or cancellation right conclusively be deemed to have: (i) completed all Buyer Investigations, and review of reports and other applicable information and disclosures; (ii) elected to proceed~Itl'le tran~si; and (iii) assumed all liability, responsibility and expense for Repairs or corrections or for inability to obtain financing a~i LY-Li ~ Buyer's Initials ( ) ( ) Seller's Initials ( ) ( l.:J Copyright © 1996-201 o, CAUFORN IA ASSOCIATION OF REAL TORS®, INC. j j rnu=smc VLPA REVISED 4/10 (PAGE 6 OF 10) Reviewed by Date . OPPORTUNITY Lyman land purchase VACA~T LAND PURCHASE AGREEMENT (VLPA PAGE 6OF10) Item 8.f. - Page 10 DocuSign Envelope ID: OA9373C3-9954-4417-9314-F4C26853048C Property: 0 01.d Ranch Rd Lot #1, Arroyo Grande, CA 93420 Date: Jul.y 23, 2014 E. CLOSE OF ESCROW: Before Seller or Buyer may cancel this Agreement for failure of the other party to close escrow pursuant to this Agreement, Seller or Buyer must first give the other a demand to close escrow (C.A.R. Form DCE). F. EFFECT OF CANCELLATION ON DEPOSITS: If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, Buyer and Seller agree to Sign mutual instructions to cancel the sale and escrow and release deposits, if any, to the party entitled to the funds, less fees and costs incurred by that party. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. Release of funds will require mutual Signed release instructions from Buyer and Seller, judicial decision or arbitration award. 20. FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final inspection of the Property within 5 (or ) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: (i) the Property is maintained pursuant to paragraph 12; (ii) Repairs have been completed as agreed; and (iii) Seller has complied with Seller's other obligations under this Agreement (C.A.R. FORM VP). 21. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: (i) Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances; (ii) Broker(s) has/have made no representation concerning the applicability of any such Law to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement; (iii) Broker(s) has/have made no representation concerning the existence, testing, discovery, location and evaluation of/for, and nsks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property; and (iv) Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property. 22. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents, HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment District bonds and assessments that are a current lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and HOA special assessments that are a current hen but not yet due. The Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows: (i) for periods after Close Of Escrow, by Buyer; and (ii) for periods prior to Close Of Escrow, by Seller. See CAR.Form SPT or SBSA for further information. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month. 23. SELECTION OF SERVICE PROVIDERS: Brokers do not guarantee the performance of any vendors, service or product providers ("Providers"), whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing. 24. MULTIPLE LISTING SERVICE/PROPERTY DATA SYSTEM: If Broker is a participant of a Multiple Listing Service ("MLS") or Property Data System ("PDS"), Broker is authorized to report to the MLS or PDS a pending sale and, upon Close Of Escrow, the sales price and other terms of this transaction shall be produced to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS or PDS. 25. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local anti-discrimination Laws. 26. ATTORNEY FEES: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non-prevailing Buyer or Seller, except as provided in paragraph 31 A. 27. DEFINITIONS: As used in this Agreement: A. "Acceptance" means the time the offer or final counter offer is accepted in writing by a party and is delivered to and personally received by the other party or that party's authorized agent in accordance with the terms of this offer or a final counter offer. B. "C.A.R. Form" means the specific form referenced or another comparable form agreed to by the parties. C. "Close Of Escrow" means the date the grant deed, or other evidence of transfer of title, is recorded. D. "Copy" means copy by any means including photocopy, NCR, facsimile and electronic. E. "Days" means calendar days. However, after Acceptance, the last Day for performance of any act required by this Agreement (including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day. F. "Days After" means the specified number of calendar days after the occurrence of the event specified, not counting the calendar date on which the spec1f1ed event occurs, and ending at 11 :59 PM on the final day. G. "Days Prior" means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur. H. "Deliver", "Delivered" or "Delivery", regardless of the method used (i.e. messenger, mail, email, fax, other), means and shall be effective upon (i) personal receipt by Buyer or Seller or the individual Real Estate Licensee for that principal as specified in paragraph D of the section titled Real Estate Brokers on page 8; OR (ii) if checked, D per the attached addendum (C.A.R. Form RON). I. "Electronic Copy" or "Electronic Signature" means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other party. J. "Law" means any law, code, statute, ordinance, regulation, rule or order, which 1s adopted by a controlling city, county, state or federal legislative, Judicial or executive body or agency. K. "Repairs" means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement. L. "Signed" means either a handwritten or electronic signature on an original document, Copy or any counterpart. 28. BROKERS: A. BROKER COMPENSATION Seller or Buyer, or both, as applicable, agrees to pay compensation to Broker as specified in a separate W!itten agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. """"'' '"""'' I fl ..... ~0-s--'--)( ~'ii I Seller's Initials ( ____ ) ( ___ _ ~ Copyright© 1996-2010, CALIFORNIA ASSOCIATION OF REALTORS®, INC. VLPA REVISED 4/10 (PAGE 7OF10) J Reviewed by VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 7OF10) Date EQUAL HOUSING OPPORTUNITY Lyman land purchase Item 8.f. - Page 11 DocuSign Envelope ID: OA9373C3-9954-4417-9314-F4C26B53048C Property: 0 01d Ranch Rd Lot #1, Arroyo Grande, CA 93420 Date: Ju1y 23, 2014 B. SCOPE OF BROKER DUTY: Buyer and Seller acknowledge and agree that: Brokers: (i) do not decide what price Buyer should pay or Seller should accept; (ii) do not guarantee the condition of the Property; (iii) do not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others; (iv) shall not be responsible for identifying defects that are not known to Broker(s); (v) shall not be responsible for inspecting public records or permits concerning the title or use of the Property; (vi) shall not be responsible for identifying location of boundary lines or other items affecting title; (vii) shall not be responsible for verifying square footage, representations of others or information contained in inspection reports, MLS or PDS, advertisements, flyers or other promotional material, unless otherwise agreed in writing; (viii) shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller in the course of this representation; and (ix) shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals. 29. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: 1, 3, 4, 6B, 14B and D, 15, 16B, 17, 18, 19F, 22, 27, 28A, 29, 33, 35, and paragraph D of the section titled Real Estate Brokers on page 10. If a Copy of the separate compensation agreement(s) provided for in paragraph 28A, or paragraph D of the section titled Real Estate Brokers on page 1 O is deposited with Escrow Holder by Broker, Escrow Holder shall accept such agreement(s) and pay out of Buyer's or Seller's funds, or both, as applicable, the respective Broker's compensation provided for in such agreement(s). The terms and conditions of this Agreement not specifically referenced above in the specified paragraphs are add1t1onal matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder's general provisions directly from Escrow Holder and will execute such provisions upon Escrow Holder's request. To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow. B. A Copy of this Agreement shall be delivered to Escrow Holder within 3 business days after Acceptance (or D ------------ -------------------------). Escrow Holder shall provide Seller's Statement of Information to Title company when received from Seller. Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. C. Brokers are a party to the escrow for the sole purpose of compensation pursuant to paragraph 28A and paragraph D of the section titled Real Estate Brokers on page 10. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 28A, respectively, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement. Escrow Holder shall immediately notify Brokers. (i) if Buyer's initial or any additional deposit is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or (ii) 1f either Buyer or Seller instruct Escrow Holder to cancel escrow. D. A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 2 business days after mutual execution of the amendment. 30. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages, the deposit actually paid. Buyer and Seller agree that this amount is a reasonable sum given that it is impractical or extremely difficult to establish the amount of damages that would actually be SU by Seller . me event Buyer were to breach this Agreement. Release of funds will require mutual, Signed release instructions from ot yer and S r judicial decision or arbitration award. Buyer's Initial Seller's Initials 31. DISPUTE RESOLUTION: A. MEDIATION: Buyer and Seller agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action. Buyer and Seller also agree to mediate any disputes or claims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. Mediation fees, if any, shall be divided equally among the parties involved. If, for any dispute or claim to which this paragraph applies, any party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED. Exclusions from this mediation agreement are specified in paragraph 31C. B. ARBITRATION OF DISPUTES: Buyer and Seller agree that any. dispute or claim in Law or equity ansmg between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. Buyer and Seller also agree to arbitrate any disputes or claims with Broker(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of _ residential real estate Law experience, unless the parties mutually agree to a different arbitrator. The parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 31C. DS !t:ts/ Buyer's Initials ( _@__) ( ~) Seller's Initials ( ____ ) ( ___ _ ~ Copynght © 1996-2010, CALIFORNIA ASSOCIATION OF REAL TORS®, INC VLPA REVISED 4/10 (PAGE 8 OF 10) I Reviewed by VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 8OF10) Date EQUAL HOUSING OPPORTUNITY Lyman land purchase Item 8.f. - Page 12 DocuS1gn Envelope ID: OA9373C3-9954-4417-9314-F4C26B53048C Property: 0 01.d Ranch Rd Lot #1, Arroyo Grande, CA 93420 Date: JuJ.y 23, 2014 "NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION Of:= DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE :COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY." "WE HAVE READ AND UNDERSTAND THE REGOI AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN TH ' BIT 'A N OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION." Buyer's Initials Seller's Initials C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: (1) EXCLUSIONS: The following matters shall be excluded from mediation and arbitration: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; (iii) the filing or enforcement of a mechanic's lien; and (iv) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. The filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver or violation of the mediation and arbitration provisions. (2) BROKERS: Brokers shall not be obligated or compelled to mediate or arbitrate unless they agree to do so in writing. Any Broker(s) participating in mediation or arbitration shall not be deemed a party to the Agreement. 32. TERMS AND CONDITIONS OF OFFER: This is an offer to purchase the Property on the above terms and conditions. The liquidated damages paragraph or the arbitration of disputes paragraph is incorporated in this Agreement if initialed by all parties or if incorporated by mutual agreement in a counter offer or addendum. If at least one but not all parties initial such paragraph(s), a counter offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. 33. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the parties are incorporated in this Agreement. Its terms are intended by the parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as otherwise specified, this Agreement shall be interpreted and disputes shall be resolved in accordance wth the laws of the State of California. Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller. 34. EXPIRATION OF OFFER: This offer shall be deemed revoked and the deposit shall be returned unless the offer is Signed by Seller and a Copy of the Signed offer is personally received by Buyer, or by _____________________________ _ who is authorized to receive it, by 5:00 PM on the third Day after this offer is signed by Buyer (or, if checked, D by D AM D PM, on -----------(date)). Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the above confirmatiqn of agency relationships. Date 07 / _mifigned by: Date _D_7_/_2_3+--2-fi0~9/..,..,u~;-,'9_"+ed_b,y:~~.,------------- BUYER X lo\1.~ BUYER X Wik ' lo\1.~ ~-+-----~------------- Adam R. 01.ivia L. (Print name) (Print name) (Address) D Additional Signature Addendum attached (C.A.R. Form ASA). 35. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer, agrees to sell the Property on the above terms and conditions, and agrees to the above confirmation of agency relationships. Seller has read and acknowledges receipt of a Copy of this Agreement, and authonzes Broker to Deliver a Signed Copy to Buyer. 0 (If checked) SUBJECT TO ATTACHED COUNTER OFFER (C.A.R. Form CO) DATED:---------------- Date----------------------Date ---------------------- SELLER ____________________ _ SELLER __________ ~--------~ (Print name) (Print name) (Address) D Additional Signature Addendum attached {C.A.R. Form ASA). --..,,..--,! ) Confirmation of Acceptance: A Copy of Signed Acceptance was personally received by Buyer or Buyer's authorized agent (Initials) on (date) -at D AM D PM. A binding Agreement is created when a Copy of Signed Acceptance is personally received by Buyer or Buyer's authorized agent whether or not confirmed in os this doc iwt. Completion of this confirmation is not legally required in order to create a binding Agreement; it is ely i te/J-<f! to evidence the date that Confirmation of Acceptance has occurred. Buyer's Initials ( ) ( ) , Seller's Initials ( ) { ) tS:r Copyright© 1996-201 0, CALIFORNIA ASSOCIATION OF REAL TORS®, INC. I . Date EDU=S!NG VLPA REVISED 4/10 {PAGE 9 OF 10) _ Reviewed by OPPORTUNITY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 9OF10) Lyman land purchase Item 8.f. - Page 13 DocuSign Envelope fD· OA9373C3-9954-4417-9314-F4C26B53048C Property: 0 Ol.d Ranch Rd Lot #1, Arroyo Grande, CA 93420 Date: Jul.y 23, 2014 REAL ESTATE BROKERS: A. Real Estate Brokers are not parties to the Agreement between Buyer and Seller. B. Agency relationships are confirmed as stated in paragraph 2. C. If specified in paragraph 3A{2), Agent who submitted the offer for Buyer acknowledges receipt of deposit. D. COOPERATING BROKER COMPENSATION: Listing Broker agrees to pay Cooperating Broker {Selling Firm) and Cooperating Broker agrees to accept, out of Listing Broker's proceeds in escrow: {i) the amount specified in the MLS, provided Cooperating Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS; or (ii) D (if checked) the amount specified in a separate written agreement {C.A.R. Form CBC) between Listing Broker and Cooperating Broker. Declaration of License and Tax {C.A.R. Form DL T) may be used to document that tax reporting will be required or that an exemption exists. DocuSigned by: • Re I~ k r elling Firm) Cindy Bl.ankenburq Properties BRE Lie.# --"0""17'9,..=5""'0~9"'3~5~------ By Cind Blankenbur BRE Lie.# 01449256 Date _0_7.:..../_2_3.:..../_2_0_1_4 ______ _ Ad City Arroyo Grande State CA Zip -=-9=3~4=2=0 ___ _ ....i...=c.::..::"--'-=='--='--'-='-=----Fax E-mail Cindy@CindvBlankenburq.com Real Estate Broker (Listing Firm) Jones, Goodell. & Assoc. Inc. BRE Lie. # ..::0:...=0:...=8:...:4:..::6:..::9c:3:..::1=--------- By Lenny Jones BRE Lie.# 01199165 Date ------------- Address 290 Station Way Ste. A City Arroyo Grande State~CA~---Zip 93420 Telephone (805) 481-1000 Fax (805) 481-1191 E-mail =l'-=e'"'nn:.:..i:n ..... ·c:o,,,,n=e=s:...@..:l.=e=nn==y'-1....,· ·c...:c=o=m=------------ ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, {1f checked, D a deposit in the amount of$ ), counter offer{s) numbered D Seller's Statement of Information and D Other , and agrees to act as Escrow Holder subject to paragraph 29 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions, if any. Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder Escrow# By Date Address Phone/Fax/E-mail Escrow Holder is licensed by the California Department of D Corporations, D Insurance, D Real Estate. License# PRESENTATION OF OFFER: ( __________ ) Listing Broker presented this offer to Seller on ------------{date). Broker or Desi nee Initials REJECTION OF OFFER: ( __ )( ___ ) No counter offer is being made. This offer was rejected by Seller on -----------(date). Seller's lrntials Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the CALIFORNIA ASSOCIATION OF REAL TORS® '" 525 South Virgil Avenue, Los Angeles, California 90020 LI :_::Re:,:v::ie::w::e:::_d ~by~====....::D::.::a::te:_:=====....J ~ EOUALHDUSING OPPORTUNITY VLPA REVISED 4110 (PAGE 10of10) VACANT LAND PURCHASE AGREEMENT {VLPA PAGE 10OF10) Lyman land Item 8.f. - Page 14