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CC 2014-06-24_08.e. Agreements for Sale of Old Ranch Road Properties p,RROYO INCORPORATED 9 � Z U v JULY 10. 1911 c441FOftN\P MEMORANDUM TO: CITY COUNCIL FROM: STEVEN ADAMS, CITY MANAGER SUBJECT: CONSIDERATION OF LISTING AGREEMENTS FOR SALE OF OLD RANCH ROAD PROPERTIES DATE: JUNE 24, 2014 RECOMMENDATION: It is recommended the City Council: 1) approve exclusive listing agreements with Lenny Jones of Jones Goodell & Associates to sell two City-owned lots on Old Ranch Road; and 2) approve listing prices of $285,000 and $279,000 for the two lots. IMPACT ON FINANCIAL AND PERSONNEL RESOURCES: The sale of the lots is intended to generate revenue for construction of the new police station. The net revenue included in the Police Station funding plan for the three lots was $580,000. 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 to generate revenue for the project. The property narrows as it extends up Old Ranch Road, and providing property for future residential development can create a buffer between the existing residences and whatever project is constructed on the main portion of the City parcel. 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. At the March 26, 2013 meeting, the Council approved the proposed listing prices, approved an exclusive listing agreement with Lenny Jones of Jones Goodell & Associates, and authorized the City Manager to approve counter offers contingent upon City Council approval. The City Council subsequently approved a reduction in Item 8.e. - Page 1 CITY COUNCIL CONSIDERATION OF LISTING AGREEMENTS FOR SALE OF OLD RANCH ROAD PROPERTIES JUNE 24, 2014 PAGE 2 the listing prices at the July 9, 2013 meeting. The listing agreement with Jones Goodell & Associates expired on September 26, 2013. At the March 26, 2013 meeting, the City Council also appropriated funds to install utility connections to the lots. The City Council increased the funding and awarded the contract at the June 10, 2014 meeting. At the March 11, 2014 meeting, the City Council approved the sale of Lot 1 for $282,500. The sale is currently in escrow and expected to close in early August. ANALYSIS OF ISSUES: Lenny Jones was originally selected through a Request for Proposal process based on recommendations of a selection committee. When the listing agreement expired, the City Council directed staff to delay relisting the property until the utilities are installed in order to better market the lots to individual buyers. Staff now recommends relisting the properties now that utility installation work is under way. The new listing prices recommended for the remaining two lots were based on the price received for the sale of the first lot. ALTERNATIVES: The following alternatives are presented for consideration: • Approve staffs recommendations; • Modify the sales prices and approve the exclusive listing agreements; • Direct staff to further delay relisting the properties; • Direct staff to provide other realtor proposals for consideration; • Do not approve staff's recommendation to proceed; • Provide staff other direction. ADVANTAGES: Approval of staff's recommendations will enable the City to proceed with sale of the lots to generate revenue for the Police Station project and will likely result in the highest value for the properties. DISADVANTAGES: Properties could potentially continue to increase in value if relisting was further delayed, but staff believes the timing is good to move forward. 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, June 19, 2014 and on the City's website on Friday, June 20, 2014. Item 8.e. - Page 2 CITY COUNCIL CONSIDERATION OF LISTING AGREEMENTS FOR SALE OF OLD RANCH ROAD PROPERTIES JUNE 24, 2014 PAGE 3 Attachments: 1. Exclusive Listing Agreements i Item 8.e. - Page 3 I ATTACHMENT 1 C A L I F o R N I A VACANT LAND LISTING AGREEMENT ASSOCIATION 3 OF R E A L T O R S® (C.A.R.Form VLL, Revised 7/13) 1, EXCLUSIVE AUTHORIZATION: City of Arroyo Grande ("Owner") hereby employs and grants Jones Goodell & Associates Inc ("Broker")beginning (date) June 24, 2014 and ending at 11:59 P.M. on (date) October 31, 2014 ("Listing Period")the exclusive and irrevocable right to: ❑ SELL, ❑ LEASE, ❑ EXCHANGE, ❑ OPTION, or ❑ OTHER the real property in the City of Arroyo Grande County of San Luis Obispo California, Assessor's Parcel No.: , described as: Lot #2 Old Ranch Road ("Property"). 2. ITEMS EXCLUDED AND INCLUDED: Unless otherwise specified in an agreement between Owner and transferee, all fixtures and fittings that are attached to the Property are included, and personal property items are excluded from the price. ADDITIONAL ITEMS EXCLUDED: ADDITIONAL ITEMS INCLUDED: Owner intends that the above items be excluded or included in listing the Property, but understands that: (i) the Agreement between owner and transferee supersedes any intention expressed above and will ultimately determine which items are excluded and included in the transaction; and (ii) Broker is not responsible for and does not guarantee that the above exclusions and/or inclusions will be in the Agreement between Owner and transferee. 3. LISTING PRICE AND TERMS: A. The listing price shall be Two Hundred Eighty-Five Thousand Dollars ($ 285,000. 00 ). B. Additional Terms: 4. COMPENSATION TO BROKER: Notice:The amount or rate of real estate commissions is not fixed by law.They are set by each Broker individually and may be negotiable between Owner and Broker(real estate commissions include all compensation and fees to Broker). A. Owner agrees to pay to Broker as compensation for services irrespective of agency relationship(s): ® 4.500 percent of the listing price (or if an agreement is entered into, of the contract price), ❑$ OR❑ in accordance with Broker's attached schedule of compensation;as follows: (1) If during the Listing Period, or any extension, Broker, cooperating broker, Owner or any other person procures a ready, willing, and able buyer(s) whose offer to purchase the Property on any price and terms is accepted by Owner, provided the Buyer completes the transaction or is prevented from doing so by Owner. (Broker is entitled to compensation whether any escrow resulting from such offer closes during or after the expiration of the Listing Period, or any extension.) (2) If within 30 calendar days after the end of the Listing Period or any extension, Owner enters into a contract to sell, lease, exchange, option, convey or otherwise transfer the Property to anyone ("Prospective Transferee") or that person's related entity:(i)who physically entered and was shown the Property during the Listing Period, or any extension by Broker or a cooperating broker; or (ii) for whom Broker or any cooperating broker submitted to Owner a signed, written offer to acquire, lease, exchange or obtain an option on the Property. Owner, however, shall have no obligation to Broker under this paragraph 4A(2) unless, not later than 3 calendar days after the end of the Listing Period or any extension thereof, Broker has given Owner a written notice of the names of such Prospective Transferees. (3) If, without Broker's prior written consent, the Property is withdrawn from sale, lease, exchange, option or other, as specified in paragraph 1, or is sold, conveyed, leased, rented, exchanged, optioned or otherwise transferred, or made unmarketable by a voluntary act of Owner during the Listing Period, or any extension thereof. B. If completion of the transaction is prevented by a party to the transaction other than Owner, then compensation due under paragraph 4A shall be payable only if and when Owner collects damages by suit, arbitration, settlement, or otherwise, and then in an amount equal to the lesser of one-half of the damages recovered or the above compensation, after first deducting title and escrow expenses and the expenses of collection, if any. C. In addition, Owner agrees to pay Broker: D. (1) Broker is authorized to cooperate and compensate brokers participating through the multiple listing service(s) ("MLS"): (i) by offering MILS brokers either: ® 2.500 percent of the purchase price, or ❑$ ;OR(ii) (if checked) ❑as per Broker's policy. (2) Broker is authorized to cooperate and compensate brokers operating outside the MLS as per Broker's policy. E. Owner hereby irrevocably assigns to Broker the above compensation from Owner's funds and proceeds in escrow. Broker may submit this Listing Agreement, as instructions to compensate Broker pursuant to paragraph 4A, to any escrow regarding the Property involving Owner and a buyer, transferee or Prospective Transferee. F. (1) Owner represents that Owner has not previously entered into a listing agreement with another broker regarding the Property, unless specified as follows: (2) Owner warrants that Owner has no obligation to pay compensation to any other broker regarding the Property unless the Property is transferred to any of the following Prospective Transferees: (3) If the Property is transferred to anyone listed above during the time Owner is obligated to compensate another broker:(i)Broker is not entitled to compensation under this Listing Agreement; and (ii) Broker is not obligated to represent Owner in such transaction. Owner's Initials( X )( ) ©2013,California Association of REALTORS®,Inc. Date s VLL REVISED 7/13(PAGE 1 OF 5) Reviewed by_ EQUAL HOUSING VACANT LAND LISTING AGREEMENT(VLL PAGE 1 OF 5) OPPORTUNITY Agent: Lenny Jones Phone:805.441.5100 Fax:866.805.8431 Prepared using zipForm®software Broker: Jones,Goodell,290 Station Way Suite A Arroyo Grande CA 93420 Item 8.e. - Page 4 Lot #2 Old Ranch Road Property Address: Arroyo Grande, Date: June 24 2014 5. MULTIPLE LISTING SERVICE: A. Broker is a participant/subscriber to Multiple Listing Service (MLS)and possibly others. Unless otherwise instructed in writing the Property will be listed with the MLS(s) specified above. That MLS is (or if checked❑ is not) the primary MLS for the geographic area of the Property. All terms of the transaction, including sales price and financing, if applicable, (i) will be provided to the MLS in which the property is listed for publication, dissemination and use by persons and entities on terms approved by the MLS and (III) may be provided to the MLS even if the Property is not listed with the MLS. BENEFITS OF USING THE MLS; IMPACT OF OPTING OUT OF THE MLS; PRESENTING ALL OFFERS WHAT IS AN MLS? The MLS is a database of properties for sale that is available and disseminated to and accessible by all other real estate agents who are participants or subscribers to the MILS. Property information submitted to the MLS describes the price, terms and conditions under which the Owner's property is offered for sale (including but not limited to the listing broker's offer of compensation to other brokers). It is likely that a significant number of real estate practitioners in any given area are participants or subscribers to the MLS. The MLS may also be part of a reciprocal agreement to which other multiple listing services belong. Real estate agents belonging to other multiple listing services that have reciprocal agreements with the MLS also have access to the information submitted to the MLS. The MLS may further transmit the MLS database to Internet sites that post property listings online. EXPOSURE TO BUYERS THROUGH MLS: Listing property with an MLS exposes a seller's property to all real estate agents and brokers (and their potential buyer clients)who are participants or subscribers to the MLS or a reciprocating MLS. CLOSED/PRIVATE LISTING CLUBS OR GROUPS: Closed or private listing clubs or groups are not the same as the MLS. The MLS referred to above is accessible to all eligible real estate licensees and provides broad exposure for a listed property. Private or closed listing clubs or groups of licensees may have been formed outside the MLS. Private or closed listing clubs or groups are accessible to a more limited number of licensees and generally offer less exposure for listed property. Whether listing property through a closed, private network - and excluding it from the MLS - is advantageous or disadvantageous to an owner, and why, should be discussed with the agent taking the Owner's listing. NOT LISTING PROPERTY IN A LOCAL MLS: If the Property is listed in an MLS which does not cover the geographic area where the Property is located then real estate agents and brokers working that territory, and Buyers they represent looking for property in the neighborhood, may not be aware the Property is for sale. OPTING OUT OF MLS: If Owner elects to exclude the Property from the MLS, Owner understands and acknowledges that: (a) real estate agents and brokers from other real estate offices, and their buyer clients, who have access to that MLS may not be aware that Owner's Property is offered for sale; (b) Information about Owner's Property will not be transmitted to various real estate Internet sites that are used by the public to search for property listings; (c) real estate agents, brokers and members of the public may be unaware of the terms and conditions under which Owner is marketing the Property. REDUCTION IN EXPOSURE: Any reduction in exposure of the Property may lower the number of offers and negatively impact the sales price. PRESENTING ALL OFFERS: Owner understands that Broker must present all offers received for Owner's Property unless Owner gives Broker written instructions to the contrary. Owner's Initials / Broker's Initials / B. MLS rules generally provide that residential real property and vacant lot listings be submitted to the MLS within 2 days or some other period of time after all necessary signatures have been obtained on the listing agreement. Broker will not have to submit this listing to the MLS if, within that time, Broker submits to the MLS a form signed by Owner (C.A.R. Form SELM or the local equivalent form). C. MLS rules allow MLS data to be made available by the MLS to additional Internet sites unless Broker gives the MLS instructions to the contrary. Owner acknowledges that for any of the below opt-out instructions to be effective, Owner must make them on a separate instruction to Broker signed by Owner (C.A.R. Form SELI or the local equivalent form). Specific information that can be excluded from the Internet as permitted by(or in accordance with)the MLS is as follows: (1) Property Availability: Owner can instruct Broker to have the MLS not display the Property on the Internet. (2) Property Address: Owner can instruct Broker to have the MLS not display the Property address on the Internet. Owner understands that the above opt-outs would mean consumers searching for listings on the Internet may not see the Property or Property's address in response to their search. (3) Feature Opt-Outs: Owner can instruct Broker to advise the MLS that Owner does not want visitors to MLS Participant or Subscriber Websites or Electronic Displays that display the Property listing to have the features below. Owner understands (i) that these opt-outs apply only to Websites or Electronic Displays of MLS Participants and Subscribers who are real estate broker and agent members of the MLS; (ii) that other Internet sites may or may not have the features set forth herein; and (iii) that neither Broker nor the MLS may have the ability to control or block such features on other Internet sites. (a) Comment And Reviews: The ability to write comments or reviews about the Property on those sites; or the ability to link to another site containing such comments or reviews if the link is in immediate conjunction with the Property. (b) Automated Estimate Of Value: The ability to link to another site containing such automated estimate of value if the link is in immediate conjunction with the Property. I Owner's Initials ( X )( ) EQUAL VLL REVISED 7/13(PAGE 2 OF 5) Reviewed by_ Date OPPORTWANG OPPORTUNITY VACANT LAND LISTING AGREEMENT(VLL PAGE 2 OF 5) Lot 92 Item 8.e. - Page 5 Lot #2 Old Ranch Road Property Address: Arroyo Grande, Date: June 24, 2014 6. OWNER REPRESENTATIONS: Owner represents that, unless otherwise specified in writing, Owner is unaware of: (i) any Notice of Default recorded against the Property; (ii) any delinquent amounts due under any loan secured by, or other obligation affecting, the Property; (iii) any bankruptcy, insolvency or similar proceeding affecting the Property; (iv) any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that affects or may affect the Property or Owner's ability to transfer it;and (v) any current, pending or proposed special assessments affecting the Property. Owner shall promptly notify Broker in writing if Owner becomes aware of any of these items during the Listing Period or any extension thereof. 7. BROKER'S AND OWNER'S DUTIES: Broker agrees to exercise reasonable effort and due diligence to achieve the purposes of this Listing Agreement. Unless Owner gives Broker written instructions to the contrary, Broker is authorized to order reports and disclosures as appropriate or necessary, and advertise and market the Property in any method and medium, including the Internet, selected by Broker, and, to the extent permitted by these media, including MLS, control the dissemination of the information submitted to any medium. Owner agrees to consider offers presented by Broker, and to act in good faith toward accomplishing the transfer of the Property by, among other things, making the Property available for showing at reasonable times and referring to Broker all inquiries of any party interested in the Property. Owner agrees to provide Broker and transferee(s) all written disclosures, as required by law. Owner further agrees to immediately disclose in writing any condition known to Owner that affects the Property, including, but not limited to, any past or current generation, storage, release, threatened release, disposal, and presence and location of asbestos, PCB transformers, petroleum products, flammable explosives, underground storage tanks and other hazardous, toxic or contaminated substances or conditions in, on, or about the Property. Owner shall maintain public liability and property damage insurance on the Property during the Listing Period or any extension. Owner waives all subrogation rights under any insurance against Broker, cooperating brokers or employees. Owner is responsible for determining at what price to list and transfer the Property. Owner further agrees to indemnify, defend and hold Broker harmless from all claims, disputes, litigation, judgments and attorney's fees arising from any incorrect information supplied by Owner, or from any material facts that Owner knows but fails to disclose. ❑ (If checked) The attached property disclosure is part of this Listing Agreement and may be provided to Prospective Transferees. 8. DEPOSIT: Broker is authorized to accept and hold on Owner's behalf any deposits to be applied toward the contract price. 9. AGENCY RELATIONSHIPS: A. Disclosure: If the Property includes residential property with one to four dwelling units and this Listing Agreement is used to list the Property for sale, exchange or lease for a period of greater than one year, a "Disclosure Regarding Agency Relationships" (C.A.R. Form AD)is required to be provided to Owner prior to entering into this Listing Agreement. B. Owner Representation: Broker shall represent Owner in any resulting transaction, except as specified in paragraph 4F. C. Possible Dual Agency With Buyer: Depending upon the circumstances, it may be necessary or appropriate for Broker to act as an agent for both Owner and buyer, exchange party, or one or more additional parties ("Buyer"). Broker shall, as soon as practicable, disclose to Owner any election to act as a dual agent representing both Owner and Buyer. If a Buyer is procured directly by Broker or an associate licensee in Broker's firm, Owner hereby consents to Broker acting as a dual agent for Owner and such Buyer. In the event of an exchange, Owner hereby consents to Broker collecting compensation from additional parties for services rendered, provided there is disclosure to all parties of such agency and compensation. Owner understands and agrees that: (i) Broker, without the prior written consent of Owner, will not disclose to Buyer that Owner is willing to transfer the Property at a price less than the listing price; (ii) Broker, without the prior written consent of Buyer, will not disclose to Owner that Buyer is willing to pay a price greater than the offered price; and (iii) except for (i) and (ii) above, a dual agent is obligated to disclose known facts materially affecting the value or desirability of the Property to both parties. D. Other Owners: Owner understands that Broker may have or obtain listings on other properties, and that potential buyers may consider, make offers on, or acquire through Broker, property the same as or similar to Owner's Property. Owner consents to Broker's representation of owners and buyers of other properties before, during, and after the end of this Listing Agreement. E. Confirmation: If the Property includes residential property with one to four dwelling units, Broker shall confirm the agency relationship described above, or as modified, in writing, prior to or concurrent with Owner's execution of an agreement to sell. 10. SECURITY AND INSURANCE: Broker is not responsible for loss of or damage to personal or real property or person, whether attributable to use of a keys afe/lockbox, a showing of the Property, or otherwise. Third parties, including but not limited to, appraisers, inspectors, brokers and prospective buyers, may have access to, and take videos and photographs of the Property. Owner agrees: (i) to take reasonable precautions to safeguard and protect valuables that might be accessible during showings of the Property; and (ii) to obtain insurance to protect against these risks. Broker does not maintain insurance to protect Owner. 11. KEYSAFE/LOCKBOX: A keysafe/lockbox is designed to hold a key to the Property to permit access to the Property by Broker, cooperating brokers, MLS participants, their authorized licensees and representatives, authorized inspectors and accompanying prospective buyers. Broker, cooperating brokers, MLS and Associations/Boards of REALTORS® are not insurers against injury, theft, loss, vandalism, or damage attributed to the use of a keysafe/lockbox. Owner does (or if checked❑does not) authorize Broker to install a keysafe/lockbox. If Owner does not occupy the Property, Owner shall be responsible for obtaining occupant(s)' written permission for use of a keysafe/lockbox. 12. SIGN: Owner authorizes Broker to install a FOR SALE/SOLD/LEASE sign on the Property unless otherwise indicated in writing. 13. EQUAL HOUSING OPPORTUNITY:The Property is offered in compliance with federal, state and local anti-discrimination laws. 14. ATTORNEY'S FEES: In any action, proceeding, or arbitration between Owner and Broker regarding the obligation to pay compensation under this Listing Agreement, the prevailing Owner or Broker shall be entitled to reasonable attorney's fees and costs, except as provided in paragraph 18A. 15. ADDITIONAL TERMS: ❑ REOL ❑ SSIA Owner's Initials ( X ) ( ) VLL REVISED 7/13(PAGE 3 OF 5) Reviewed by_ Date EOUAL HOUSING OPPORTUNITY VACANT LAND LISTING AGREEMENT(VLL PAGE 3 OF 5) Lot#2 Item 8.e. - Page 6 Lot #2 Old Ranch Road Property Address: Arroyo Grande, Date: June 24, 2014 16. MANAGEMENT APPROVAL: If an associate-licensee in Broker's office (salesperson or broker-associate) enters into this Listing Agreement on Broker's behalf, and Broker or Manager does not approve of its terms, Broker or Manager has the right to cancel this Listing Agreement, in writing,within 5 days after its execution. 17. SUCCESSORS AND ASSIGNS:This Listing Agreement shall be binding upon Owner and Owner's successors and assigns. 18. DISPUTE RESOLUTION: A. MEDIATION: Owner and Broker agree to mediate any dispute or claim arising between them regarding the obligation to pay compensation under this Agreement, before resorting to arbitration or court action. 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 18C. B. ARBITRATION OF DISPUTES: Owner and Broker agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. 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 18C. "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 FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE `ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION." Owner's Initials / Broker's Initials / C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: 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. Owner's Initials ( X )( ) 0 VLL REVISED 7/13(PAGE 4 OF 5) Reviewed by_ Date OPPORTUNITY VACANT LAND LISTING AGREEMENT(VLL PAGE 4 OF 5) Lot H2 Item 8.e. - Page 7 Lot #2 Old Ranch Road Property Address: Arroyo Grande, Date: June 24 2014 19. ENTIRE CONTRACT: All prior discussions, negotiations, and agreements between the parties concerning the subject matter of this Listing Agreement are superseded by this Listing Agreement, which constitutes the entire contract and a complete and exclusive expression of their agreement, 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. This Listing Agreement and any supplement, addendum, or modification, including any photocopy or facsimile, may be executed in counterparts. 20. OWNERSHIP,TITLE AND AUTHORITY: Owner warrants that: (i)Owner is the owner of the Property; (ii) no other persons or entities have title to the Property, and (iii) Owner has the authority to both execute this Listing Agreement and transfer the Property. Exceptions to ownership, title and authority are as follows: By signing below, Owner acknowledges that Owner has read, understands, received a copy of and agrees to the terms of this Listing Agreement and any attached schedule of compensation. Date 0512812014 at Owner City of Arroyo Grande By X Title Address City State Zip Telephone Fax Email sa dams @arroyogrande.org Date at Owner By Title Address City State Zip Telephone Fax Email Date at Owner By Title Address City State Zip Telephone Fax Email Real Estate Broker(Firm) Jones Goodell & Associates Inc BRE Lic. # 011991654 By(Agent) Lenny Jones BRE Lic. # 00846931 Date 0512812014 Address 290 Station Way A City Arroyo Grande State CA Zip 93420 Telephone (805)489-9000 Fax (866)805-8431 Email lennyj ones @lennyj.com ©2013,California Association of REALTORS®,Inc.United States copyright law(Title 17 U.S.Code)forbids the unauthorized distribution,display and reproduction of this form,or any portion thereof,by photocopy machine or any other means,including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®(C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS.IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS& It is not intended to identify the user as a REALTOR®. REALTOR®is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS®who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES,INC. a subsidiary of the California Association of REALTORS® ` 0 525 South Virgil Avenue,Los Angeles,California 90020 Reviewed by_ Date EQUAL HONING VLL REVISED 7/13(PAGE 5 OF 5) OPPORTUNITY VACANT LAND LISTING AGREEMENT(VLL PAGE 5 OF 5) Lot#2 Item 8.e. - Page 8 C A L I F o R N I A VACANT LAND LISTING AGREEMENT 0 ASSOCIATION �� OF REALTORS® (C.A.R.Form VLL, Revised 7/13) 1. EXCLUSIVE AUTHORIZATION: City of Arroyo Grande ("Owner") hereby employs and grants Jones Goodell & Associates Inc ("Broker") beginning (date) June 24, 2014 and ending at 11:59 P.M. on (date) October 31, 2014 ("Listing Period") the exclusive and irrevocable right to: ❑ SELL, ❑ LEASE, ❑ EXCHANGE, ❑ OPTION, or ❑OTHER the real property in the City of Arroyo Grande , County of San Luis Obispo California, Assessor's Parcel No.: , described as: Lot #3 old Ranch Road ("Property"). 2. ITEMS EXCLUDED AND INCLUDED: Unless otherwise specified in an agreement between Owner and transferee, all fixtures and fittings that are attached to the Property are included, and personal property items are excluded from the price. ADDITIONAL ITEMS EXCLUDED: ADDITIONAL ITEMS INCLUDED: Owner intends that the above items be excluded or included in listing the Property, but understands that: (i) the Agreement between owner and transferee supersedes any intention expressed above and will ultimately determine which items are excluded and included in the transaction; and (ii) Broker is not responsible for and does not guarantee that the above exclusions and/or inclusions will be in the Agreement between Owner and transferee. 3. LISTING PRICE AND TERMS: A. The listing price shall be Two Hundred Seventy-Nine Thousand Dollars ($ 279,000.00 ), B. Additional Terms: 4. COMPENSATION TO BROKER: Notice: The amount or rate of real estate commissions is not fixed by law.They are set by each Broker individually and may be negotiable between Owner and Broker(real estate commissions include all compensation and fees to Broker). A. Owner agrees to pay to Broker as compensation for services irrespective of agency relationship(s): ® 4.500 percent of the listing price (or if an agreement is entered into,of the contract price), ❑ $ OR❑ in accordance with Broker's attached schedule of compensation; as follows: (1) If during the Listing Period, or any extension, Broker, cooperating broker, Owner or any other person procures a ready, willing, and able buyer(s) whose offer to purchase the Property on any price and terms is accepted by Owner, provided the Buyer completes the transaction or is prevented from doing so by Owner. (Broker is entitled to compensation whether any escrow resulting from such offer closes during or after the expiration of the Listing Period, or any extension.) (2) If within calendar days after the end of the Listing Period or any extension, Owner enters into a contract to sell, lease, exchange, option, convey or otherwise transfer the Property to anyone ("Prospective Transferee") or that person's related entity: (i)who physically entered and was shown the Property during the Listing Period, or any extension by Broker or a cooperating broker; or (ii) for whom Broker or any cooperating broker submitted to Owner a signed, written offer to acquire, lease, exchange or obtain an option on the Property. Owner, however, shall have no obligation to Broker under this paragraph 4A(2) unless, not later than 3 calendar days after the end of the Listing Period or any extension thereof, Broker has given Owner a written notice of the names of such Prospective Transferees. (3) If, without Broker's prior written consent, the Property is withdrawn from sale, lease, exchange, option or other, as specified in paragraph 1, or is sold, conveyed, leased, rented, exchanged, optioned or otherwise transferred, or made unmarketable by a voluntary act of Owner during the Listing Period, or any extension thereof. B. If completion of the transaction is prevented by a party to the transaction other than Owner, then compensation due under paragraph 4A shall be payable only if and when Owner collects damages by suit, arbitration, settlement, or otherwise, and then in an amount equal to the lesser of one-half of the damages recovered or the above compensation, after first deducting title and escrow expenses and the expenses of collection, if any. C. In addition, Owner agrees to pay Broker: D. (1) Broker is authorized to cooperate and compensate brokers participating through the multiple listing service(s) ("MLS"): (i) by offering MLS brokers either: FA 2.500 percent of the purchase price, or ❑$ ; OR(ii) (if checked) ❑as per Broker's policy. (2) Broker is authorized to cooperate and compensate brokers operating outside the MLS as per Broker's policy. E. Owner hereby irrevocably assigns to Broker the above compensation from Owner's funds and proceeds in escrow. Broker may submit this Listing Agreement, as instructions to compensate Broker pursuant to paragraph 4A, to any escrow regarding the Property involving Owner and a buyer,transferee or Prospective Transferee. F. (1) Owner represents that Owner has not previously entered into a listing agreement with another broker regarding the Property, unless specified as follows: (2) Owner warrants that Owner has no obligation to pay compensation to any other broker regarding the Property unless the Property is transferred to any of the following Prospective Transferees: (3) If the Property is transferred to anyone listed above during the time Owner is obligated to compensate another broker:(i)Broker is not entitled to compensation under this Listing Agreement; and (ii) Broker is not obligated to represent Owner in such transaction. ( )( ) ©2013,California Association of REALTORS®,Inc. Owner's Initials X � VL Reviewed by_ Date L REVISED 7/13(PAGE 1 OF 5) EOUAL HOUSING VACANT LAND LISTING AGREEMENT(VLL PAGE 1 OF 5) OPPORTUNITY Agent: Lenny Jones Phone:805.441.5100 Fax:866.805.8431 Prepared using zipFormO software Broker: Jones,Goodell,290 Station Way Suite A Arroyo Grande CA 93420 Item 8.e. - Page 9 I Lot #3 Old Ranch Road Property Address: Arrovo Grande, Date: June 10 2014 5. MULTIPLE LISTING SERVICE: A. Broker is a participant/subscriber to Multiple Listing Service (MLS) and possibly others. Unless otherwise instructed in writing the Property will be listed with the MLS(s) specified above. That MLS is (or if checked❑ is not) the primary MLS for the geographic area of the Property. All terms of the transaction, including sales price and financing, if applicable, (i) will be provided to the MLS in which the property is listed for publication, dissemination and use by persons and entities on terms approved by the MILS and(ii) may be provided to the MLS even if the Property is not listed with the MLS. BENEFITS OF USING THE MLS; IMPACT OF OPTING OUT OF THE MLS; PRESENTING ALL OFFERS WHAT IS AN MLS? The MLS is a database of properties for sale that is available and disseminated to and accessible by all other real estate agents who are participants or subscribers to the MLS. Property information submitted to the MILS describes the price, terms and conditions under which the Owner's property is offered for sale (including but not limited to the listing broker's offer of compensation to other brokers). It is likely that a significant number of real estate practitioners in any given area are participants or subscribers to the MLS. The MLS may also be part of a reciprocal agreement to which other multiple listing services belong. Real estate agents belonging to other multiple listing services that have reciprocal agreements with the MLS also have access to the information submitted to the MLS. The MLS may further transmit the MLS database to Internet sites that post property listings online. EXPOSURE TO BUYERS THROUGH MLS: Listing property with an MLS exposes a seller's property to all real estate agents and brokers (and their potential buyer clients)who are participants or subscribers to the MLS or a reciprocating MLS. CLOSED/PRIVATE LISTING CLUBS OR GROUPS: Closed or private listing clubs or groups are not the same as the MLS. The MLS referred to above is accessible to all eligible real estate licensees and provides broad exposure for a listed property. Private or closed listing clubs or groups of licensees may have been formed outside the MLS. Private or closed listing clubs or groups are accessible to a more limited number of licensees and generally offer less exposure for listed property. Whether listing property through a closed, private network - and excluding it from the MLS - is advantageous or disadvantageous to an owner, and why, should be discussed with the agent taking the Owner's listing. NOT LISTING PROPERTY IN A LOCAL MLS: If the Property is listed in an MLS which does not cover the geographic area where the Property is located then real estate agents and brokers working that territory, and Buyers they represent looking for property in the neighborhood, may not be aware the Property is for sale. OPTING OUT OF MLS: If Owner elects to exclude the Property from the MLS, Owner understands and acknowledges that: (a) real estate agents and brokers from other real estate offices, and their buyer clients, who have access to that MLS may not be aware that Owner's Property is offered for sale; (b) Information about Owner's Property will not be transmitted to various real estate Internet sites that are used by the public to search for property listings; (c) real estate agents, brokers and members of the public may be unaware of the terms and conditions under which Owner is marketing the Property. REDUCTION IN EXPOSURE: Any reduction in exposure of the Property may lower the number of offers and negatively impact the sales price. PRESENTING ALL OFFERS: Owner understands that Broker must present all offers received for Owner's Property unless Owner gives Broker written instructions to the contrary. Owner's Initials�_/ Broker's Initials / B. MLS rules generally provide that residential real property and vacant lot listings be submitted to the MLS within 2 days or some other period of time after all necessary signatures have been obtained on the listing agreement. Broker will not have to submit this listing to the MLS if, within that time, Broker submits to the MLS a form signed by Owner(C.A.R. Form SELM or the local equivalent form). C. MLS rules allow MLS data to be made available by the MLS to additional Internet sites unless Broker gives the MLS instructions to the contrary. Owner acknowledges that for any of the below opt-out instructions to be effective, Owner must make them on a separate instruction to Broker signed by Owner (C.A.R. Form SELI or the local equivalent form). Specific information that can be excluded from the Internet as permitted by (or in accordance with) the MLS is as follows: (1) Property Availability:Owner can instruct Broker to have the MLS not display the Property on the Internet. (2) Property Address: Owner can instruct Broker to have the MLS not display the Property address on the Internet. Owner understands that the above opt-outs would mean consumers searching for listings on the Internet may not see the Property or Property's address in response to their search. (3) Feature Opt-Outs: Owner can instruct Broker to advise the MLS that Owner does not want visitors to MLS Participant or Subscriber Websites or Electronic Displays that display the Property listing to have the features below. Owner understands (i) that these opt-outs apply only to Websites or Electronic Displays of MLS Participants and Subscribers who are real estate broker and agent members of the MLS; (ii) that other Internet sites may or may not have the features set forth herein; and (iii) that neither Broker nor the MLS may have the ability to control or block such features on other Internet sites. (a) Comment And Reviews: The ability to write comments or reviews about the Property on those sites; or the ability to link to another site containing such comments or reviews if the link is in immediate conjunction with the Property. (b) Automated Estimate Of Value: The ability to link to another site containing such automated estimate of value if the link is in immediate conjunction with the Property. Owner's Initials ( X ) ( ) VLL REVISED 7/13(PAGE 2 OF 5) Reviewed by_ Date O HOUSING OPPORTUNITY VACANT LAND LISTING AGREEMENT(VLL PAGE 2 OF 5) Lot 93 Item 8.e. - Page 10 Lot #3 Old Ranch Road Property Address: Arrovo Grande, Date: June 10 2014 6. OWNER REPRESENTATIONS: Owner represents that, unless otherwise specified in writing, Owner is unaware of: (i) any Notice of Default recorded against the Property; (ii) any delinquent amounts due under any loan secured by, or other obligation affecting, the Property; (iii) any bankruptcy, insolvency or similar proceeding affecting the Property; (iv) any litigation, arbitration, administrative action, government investigation, or other pending or threatened action that affects or may affect the Property or Owner's ability to transfer it; and(v) any current, pending or proposed special assessments affecting the Property. Owner shall promptly notify Broker in writing if Owner becomes aware of any of these items during the Listing Period or any extension thereof. 7. BROKER'S AND OWNER'S DUTIES: Broker agrees to exercise reasonable effort and due diligence to achieve the purposes of this Listing Agreement. Unless Owner gives Broker written instructions to the contrary, Broker is authorized to order reports and disclosures as appropriate or necessary, and advertise and market the Property in any method and medium, including the Internet, selected by Broker, and, to the extent permitted by these media, including MILS, control the dissemination of the information submitted to any medium. Owner agrees to consider offers presented by Broker, and to act in good faith toward accomplishing the transfer of the Property by, among other things, making the Property available for showing at reasonable times and referring to Broker all inquiries of any party interested in the Property. Owner agrees to provide Broker and transferee(s) all written disclosures, as required by law. Owner further agrees to immediately disclose in writing any condition known to Owner that affects the Property, including, but not limited to, any past or current generation, storage, release, threatened release, disposal, and presence and location of asbestos, PCB transformers, petroleum products, flammable explosives, underground storage tanks and other hazardous, toxic or contaminated substances or conditions in, on, or about the Property. Owner shall maintain public liability and property damage insurance on the Property during the Listing Period or any extension. Owner waives all subrogation rights under any insurance against Broker, cooperating brokers or employees. Owner is responsible for determining at what price to list and transfer the Property. Owner further agrees to indemnify, defend and hold Broker harmless from all claims, disputes, litigation, judgments and attorney's fees arising from any incorrect information supplied by Owner, or from any material facts that Owner knows but fails to disclose. ❑ (If checked) The attached property disclosure is part of this Listing Agreement and may be provided to Prospective Transferees. 8. DEPOSIT: Broker is authorized to accept and hold on Owner's behalf any deposits to be applied toward the contract price. 9. AGENCY RELATIONSHIPS: A. Disclosure: If the Property includes residential property with one to four dwelling units and this Listing Agreement is used to list the Property for sale, exchange or lease for a period of greater than one year, a "Disclosure Regarding Agency Relationships" (C.A.R. Form AD) is required to be provided to Owner prior to entering into this Listing Agreement. B. Owner Representation: Broker shall represent Owner in any resulting transaction, except as specified in paragraph 4F. C. Possible Dual Agency With Buyer: Depending upon the circumstances, it may be necessary or appropriate for Broker to act as an agent for both Owner and buyer, exchange party, or one or more additional parties ("Buyer"). Broker shall, as soon as practicable, disclose to Owner any election to act as a dual agent representing both Owner and Buyer. If a Buyer is procured directly by Broker or an associate licensee in Broker's firm, Owner hereby consents to Broker acting as a dual agent for Owner and such Buyer. In the event of an exchange, Owner hereby consents to Broker collecting compensation from additional parties for services rendered, provided there is disclosure to all parties of such agency and compensation. Owner understands and agrees that: (i) Broker, without the prior written consent of Owner, will not disclose to Buyer that Owner is willing to transfer the Property at a price less than the listing price; (ii) Broker,without the prior written consent of Buyer, will not disclose to Owner that Buyer is willing to pay a price greater than the offered price; and (iii) except for (i) and (ii) above, a dual agent is obligated to disclose known facts materially affecting the value or desirability of the Property to both parties. D. Other Owners: Owner understands that Broker may have or obtain listings on other properties, and that potential buyers may consider, make offers on, or acquire through Broker, property the same as or similar to Owner's Property. Owner consents to Broker's representation of owners and buyers of other properties before, during, and after the end of this Listing Agreement. E. Confirmation: If the Property includes residential property with one to four dwelling units, Broker shall confirm the agency relationship described above, or as modified, in writing, prior to or concurrent with Owner's execution of an agreement to sell. 10. SECURITY AND INSURANCE: Broker is not responsible for loss of or damage to personal or real property or person, whether attributable to use of a keysafe/lockbox, a showing of the Property, or otherwise. Third parties, including but not limited to,appraisers, inspectors, brokers and prospective buyers, may have access to, and take videos and photographs of the Property. Owner agrees: (i) to take reasonable precautions to safeguard and protect valuables that might be accessible during showings of the Property; and (ii) to obtain insurance to protect against these risks. Broker does not maintain insurance to protect Owner. 11. KEYSAFE/LOCKBOX: A keysafe/lockbox is designed to hold a key to the Property to permit access to the Property by Broker, cooperating brokers, MILS participants, their authorized licensees and representatives, authorized inspectors and accompanying prospective buyers. Broker, cooperating brokers, MLS and Associations/Boards of REALTORS® are not insurers against injury, theft, loss, vandalism, or damage attributed to the use of a keysafe/lockbox. Owner does (or if checked❑ does not) authorize Broker to install a keys afe/lockbox. If Owner does not occupy the Property, Owner shall be responsible for obtaining occupant(s)' written permission for use of a keysafe/lockbox. 12. SIGN: Owner authorizes Broker to install a FOR SALE/SOLD/LEASE sign on the Property unless otherwise indicated in writing. 13. EQUAL HOUSING OPPORTUNITY:The Property is offered in compliance with federal, state and local anti-discrimination laws. 14. ATTORNEY'S FEES: In any action, proceeding, or arbitration between Owner and Broker regarding the obligation to pay compensation under this Listing Agreement, the prevailing Owner or Broker shall be entitled to reasonable attorney's fees and costs, except as provided in paragraph 18A. 15. ADDITIONAL TERMS: ❑ REOL ❑ SSIA Owner's Initials ( X )( ) VLL REVISED 7/13(PAGE 3 OF 5) Reviewed by_ Date EOUAI HOUSING OPPORTUNITY VACANT LAND LISTING AGREEMENT(VLL PAGE 3 OF 5) Lot#3 Item 8.e. - Page 11 Lot //3 Old Ranch Road Property Address: Arroyo Grande, Date: June 10 2014 16. MANAGEMENT APPROVAL: If an associate-licensee in Broker's office (salesperson or broker-associate) enters into this Listing Agreement on Broker's behalf, and Broker or Manager does not approve of its terms, Broker or Manager has the right to cancel this Listing Agreement, in writing,within 5 days after its execution. 17. SUCCESSORS AND ASSIGNS:This Listing Agreement shall be binding upon Owner and Owner's successors and assigns. 18. DISPUTE RESOLUTION: A. MEDIATION: Owner and Broker agree to mediate any dispute or claim arising between them regarding the obligation to pay compensation under this Agreement, before resorting to arbitration or court action. 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 18C. B. ARBITRATION OF DISPUTES: Owner and Broker agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. 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 18C. "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 FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE `ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION." Owner's Initials / Broker's Initials / C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: 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. Owner's Initials ( X )( ) �_ VLL REVISED 7/13(PAGE 4 OF 5) Reviewed by_ Date OOPOR si"Y VACANT LAND LISTING AGREEMENT(VLL PAGE 4 OF 5) Lot 43 Item 8.e. - Page 12 Lot #3 Old Ranch Road Property Address: Arroyo Grande, Date: June 10 2014 19. ENTIRE CONTRACT: All prior discussions, negotiations, and agreements between the parties concerning the subject matter of this Listing Agreement are superseded by this Listing Agreement, which constitutes the entire contract and a complete and exclusive expression of their agreement, 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. This Listing Agreement and any supplement, addendum, or modification, including any photocopy or facsimile, may be executed in counterparts. 20. OWNERSHIP, TITLE AND AUTHORITY: Owner warrants that: (i) Owner is the owner of the Property; (ii) no other persons or entities have title to the Property, and (iii) Owner has the authority to both execute this Listing Agreement and transfer the Property. Exceptions to ownership, title and authority are as follows: By signing below, Owner acknowledges that Owner has read, understands, received a copy of and agrees to the terms of this Listing Agreement and any attached schedule of compensation. Date at Owner City of Arroyo Grande By X Title Address City State Zip Telephone Fax Email sadams@arroyogrande.org Date at Owner By Title Address City State Zip Telephone Fax Email Date at Owner By Title Address City State Zip Telephone Fax Email Real Estate Broker(Firm) Jones Goodell & Associates Inc BRE Lic. # 011991654 By(Agent) Lenny Jones BRE Lic.# 00846931 Date Address 290 Station Way A City Arroyo Grande State CA Zip 93405 Telephone (805)489-9000 Fax (866)805-8431 Email lennyj ones @lennyj.com ©2013,California Association of REALTORS®,Inc.United States copyright law(Title 17 U.S.Code)forbids the unauthorized distribution,display and reproduction of this form,or any portion thereof,by photocopy machine or any other means,including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®(C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON OUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS.IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS& It is not intended to identify the user as a REALTOR®. REALTOR®is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS®who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES,INC. a subsidiary of the California Association of REAL TORSO ` ® 525 South Virgil Avenue,Los Angeles,California 90020 VLL REVISED 7/13(PAGE 5 OF 5) Reviewed by_ Date OOUALHOUANG OPPORTUNITY VACANT LAND LISTING AGREEMENT(VLL PAGE 5 OF 5) Lot 93 IItem 8.e. - Page 13 THIS PAGE INTENTIONALLY LEFT BLANK Item 8.e. - Page 14