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Item 9.d. - Page 1
CITY COUNCIL
APPROVAL OF PURCHASE AND SALE AGREEMENTS FOR LE POINT STREET
PROPERTIES
OCTOBER 11, 2016
PAGE 2
ALTERNATIVES:
The following alternatives are provided for City Council consideration:
1. Approve the Purchase and Sale Agreements and authorize the Mayor to execute
them;
2. Do not approve the Purchase and Sale Agreements; or
3. Provide direction to staff.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted at City Hall and on the City’s website in accordance with
Government Code Section 54954.2.
ATTACHMENTS:
1. Purchase and Sale Agreement – 202 Le Point Street property
2. Purchase and Sale Agreement – 132 Le Point Street property
Item 9.d. - Page 2
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of
this ___ day of , 2016 (the “Effective Date”) by and between John P.
Gutierrez and Maureen T. Gutierrez, Trustees of the Gutierrez Family Trust dated April
6, 2006 (collectively referred to herein as "Seller") and the City of Arroyo Grande, a
municipal corporation of the State of California (collectively referred to herein as
"Buyer").
Recitals
WHEREAS, Seller is the owner of certain real property located in the City of Arroyo
Grande, California, commonly referred to as 202 Le Point Street (the “Property”) and
more particularly depicted as Areas B, C, D and E in Exhibit A and described in Exhibit
B both of which are attached hereto and incorporated herein; and
WHEREAS, by this Agreement, the parties wish to provide terms and conditions for
Buyer's purchase of the Property from Seller.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
SECTION 1
Purchase and Sale.
Purchase and Sale. Seller shall sell the Property to Buyer and Buyer shall
purchase the Property from Seller on the terms and conditions stated in this Agreement.
SECTION 2
Purchase Price.
Purchase Price. The purchase price for the Property shall be Four Hundred
Seventy Thousand Dollars ($470,000) ("Purchase Price").
SECTION 3
Due Diligence.
There shall be no due diligence period for this transaction. Buyer acknowledges that
it has had sufficient opportunity to inspect the Property and hereby waives all due
diligence contingencies.
ATTACHMENT 1
Item 9.d. - Page 3
2
SECTION 4
Escrow.
Upon execution of this Agreement, Seller and Buyer shall establish an escrow for the
close of the sale of the Property ("Escrow") with First American Title Company, Arroyo
Grande, CA 93420 ("Escrow Agent"). If the Escrow Agent is unwilling or unable to
perform, Buyer shall designate another Escrow Agent. A grant deed (“Grant Deed”)
shall be recorded and the Property transferred from Seller to Buyer within ninety (90)
days after the Effective Date ("Close of Escrow"). The Close of Escrow may be
extended by mutual agreement of the parties.
SECTION 5
Closing Deposits.
On or before Close of Escrow, Seller and Buyer shall deposit with Escrow Agent the
following documents and funds:
(a) Seller's Deposits. Seller shall deposit with Escrow Agent the following:
(i) Deed. The original executed and acknowledged Grant Deed conveying the
Property to Buyer ("Grant Deed");
(ii) Nonforeign Affidavit. The original Nonforeign Affidavit executed by Seller;
and
(iii) Additional Documents. Any other documents or funds required of Seller to
close Escrow in accordance with this Agreement.
(b) Buyer's Deposits. On or before the Close of Escrow, Buyer shall deposit with
Escrow Agent the following:
(i) The Purchase Price;
(ii) Closing Costs. Additional cash in the amount necessary to pay Buyer's share
of closing costs, as set forth in Section 6; and
(iii) Additional Documents. Any other documents or funds required of Buyer to
close Escrow in accordance with this Agreement.
SECTION 6.
Closing Costs.
Buyer shall pay all escrow fees, costs of any title insurance and any endorsements
and the costs of recording the Grant Deed.
Item 9.d. - Page 4
3
SECTION 7
Prorations.
Real property taxes, assessments, property operation expenses and other
recurring costs shall be prorated as of the Close of Escrow.
SECTION 8
Seller's Warranties.
Seller warrants and represents to Buyer that as of the date of this Agreement and as
of the Closing:
(a) That the Escrow instructions have been, and all the documents to be delivered
by Seller to Buyer at Closing shall be, duly authorized, executed, and delivered by
Seller, are or shall be legal and binding obligations of Seller, shall be sufficient to
convey title, are or shall be enforceable in accordance with their respective terms,
and do not and shall not at Closing violate any provisions of any agreement to which
Seller is a party;
(b) That at the Closing there shall be no outstanding contracts made by Seller
regarding the Property and that Seller shall cause to be discharged all encumbrances
and liens including, but not limited to all trust deeds, mortgages, mechanics' and
materialmen's liens arising from any labor or materials furnished prior to Closing
which pertain to the Property; and
(c) That Seller is not a "foreign person" within the meaning of section 1445(f)(3) of
the Internal Revenue Code of 1954, as amended, and that Seller shall furnish to
Buyer, prior to Closing, an affidavit in a form satisfactory to Buyer confirming the
same.
The continued accuracy in all respects of Seller's representations and warranties
shall be a condition precedent to Buyer's obligation to close. All representations and
warranties contained in this Agreement shall be deemed remade as of the date of
Closing and shall survive the Closing.
SECTION 9
Indemnification.
Seller agrees to indemnify and hold Buyer free and harmless from any losses,
damages, costs, or expenses (including attorney fees) resulting from any inaccuracy in
or breach of any representation or warranty of Seller and any breach or default by Seller
under any of Seller's covenants or agreements under this Agreement.
Item 9.d. - Page 5
4
Section 10
Notices.
Except as otherwise provided hereunder; any notice or communication to Seller
or Buyer shall be in writing and be mailed by certified mail, postage prepaid. Notices or
communications shall be addressed as follows:
To Gutierrez:
John and Maureen Gutierrez
492 Printz Road
Arroyo Grande, CA 93420
With Copy to:
Tom Gutierrez
1615 Payton Way
Nipomo, CA 93444-6614
To City:
City of Arroyo Grande
Attn: City Manager
300 E. Branch Street
Arroyo Grande, CA 93420
With Copy to:
Carmel & Naccasha LLP
Attn: Heather K. Whitham
1410 Marsh Street
San Luis Obispo, CA 93401
Section 11
Liquidated Damages.
IF BUYER FAILS TO COMPLETE THE PURCHASE PROVIDED FOR IN THIS
AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE
RELEASED FROM SELLER’S OBLIGATION TO SELL THE PROPERTY TO BUYER
AND MAY PROCEED AGAINST BUYER UPON ANY CLAIM OR REMEDY THAT
SELLER MAY HAVE IN LAW OR EQUITY; PROVIDED, HOWEVER, THAT, BY
INITIALING THIS SECTION 11, BUYER AND SELLER AGREE THAT IN THE EVENT
OF DEFAULT BY BUYER, (A) IT WOULD BE IMPRACTICAL OR EXTREMELY
DIFFICULT TO FIX ACTUAL DAMAGES; (B) THE SUM OF FIVE PERCENT (5%) OF
THE PURCHASE PRICE SHALL CONSTITUTE LIQUIDATED DAMAGES PAYABLE
TO SELLER; (C) THE PAYMENT OF THE LIQUIDATED DAMAGES TO SELLER
SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER; (D) SELLER MAY
RETAIN THAT FIVE PERCENT (5%) OF THE PURCHASE PRICE FOR THE
PROPERTY AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THAT SUM TO
SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR
PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275
OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES
TO SELLER PURSUANT TO SECTIONS 1671, 1676, AND 1677 OF THE
CALIFORNIA CIVIL CODE.
__________/ __________ INITIALS
Item 9.d. - Page 6
5
Section 12
Attorney Fees; Litigation Costs.
If any legal action or other proceeding, including arbitration or an action for
declaratory relief, is brought to enforce this Agreement or because of a dispute, breach,
default, or misrepresentation in connection with this Agreement, the prevailing party
shall be entitled to recover reasonable attorney fees and other costs, in addition to any
other proper relief.
Section 13
Severability.
If any term or provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall not be affected.
Section 14
Waivers.
No waiver or breach of any provision shall be deemed a waiver of any other
provision, and no waiver shall be valid unless it is in writing and executed by the waiving
party. No extension of time for performance of any obligation or act shall be deemed an
extension of time for any other obligation or act.
Section 15
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original and all of which taken together shall constitute one and the same
instrument. The execution of this Agreement shall be deemed to have occurred, and
this Agreement shall be enforceable and effective, only upon the complete execution of
this Agreement by Seller and Buyer.
Section 16.
Governing Law.
This Agreement shall be governed by and construed in accordance with California
law.
[Signatures are on the following page]
Item 9.d. - Page 7
6
The parties have executed this Agreement as of the date first above written.
BUYER:
CITY OF ARROYO GRANDE
__________________________
Jim Hill, Mayor
Approved as to Content:
__________________________
Bob McFall, Interim City Manager
Attest:
__________________________
Kelly Wetmore, City Clerk
Approved as to Form:
__________________________
Heather K. Whitham, City Attorney
SELLER:
Gutierrez Family Trust Dated April 06,
2006
__________________________
John P. Gutierrez, Trustee
__________________________
Maureen T. Gutierrez, Trustee
Item 9.d. - Page 8
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OFFER OF
DEDICATION
2011-005782 OR
EXHIBIT 'A'
Item 9.d. - Page 9
LEGAL DESCRIPTION
A portion of Lot 1 of the Home Tract according to the map thereof recorded December
21, 1907 in Book 1 at Page 102 of Licensed Surveys in office of the County Recorder, San Luis
Obispo County, State of California and being more particularly described as follows:
Beginning at a point in the northeasterly line of said Lot 1 which is 20.44
feet southeasterly of the northerly most corner thereof, also being the easterly
most corner of the Offer of Dedication described in Document No. 2011-005782
recorded February 2, 2011, Official Records of said County;
Thence along the northeasterly line of said Lot 1, S32°45’30”E, 214.97
feet;
Thence leaving said northeasterly line, S60°06’32”W, 49.95 feet to the
southwesterly line of said Lot 1;
Thence along said southwesterly line, N32°45’37”W, 193.83 feet to the
southerly most corner of said Offer of Dedication;
Thence along the southeasterly line of said Offer of Dedication,
N36°45’13”E, 53.26 feet to the Point of Beginning and containing 10,197 square
feet more or less and as shown on Exhibit ‘A’ attached hereto and by reference
made a part hereof.
END DESCRIPTION
Prepared by:
___________________________________
William R. Dyer, LS 5661, Lic. Exp. 9/30/17
Date: __________________
EXHIBIT ‘B’
Item 9.d. - Page 10
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as
of this ___ day of _________, 2016 (the “Effective Date”) by and between Jesse Amor
Jacobson (referred to herein as "Seller") and the City of Arroyo Grande, a municipal
corporation of the State of California (collectively referred to herein as "Buyer").
Recitals
WHEREAS, Seller is the owner of certain real property located in the City of Arroyo
Grande, California, commonly referred to as 132 Le Point Street (the “Property”) and
more particularly described in Exhibits A and B attached hereto and incorporated
herein; and
WHEREAS, by this Agreement, the parties wish to provide terms and conditions for
Buyer's purchase of the Property from Seller.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
SECTION 1
Purchase and Sale.
Purchase and Sale. Seller shall sell the Property to Buyer and Buyer shall
purchase the Property from Seller on the terms and conditions stated in this Agreement.
SECTION 2
Purchase Price.
Purchase Price. The purchase price for the Property shall be One Hundred Forty
Five Thousand Dollars ($145,000) ("Purchase Price").
SECTION 3
Due Diligence.
There shall be no due diligence period for this transaction. Buyer acknowledges that
it has had sufficient opportunity to inspect the Property and hereby waives all due
diligence contingencies.
SECTION 4
Escrow.
Upon execution of this Agreement, Seller and Buyer shall establish an escrow for the
close of the sale of the Property ("Escrow") with First American Title Company, 899
Pacific Street, San Luis Obispo, CA 93401 ("Escrow Agent"). If the Escrow Agent is
ATTACHMENT 2
Item 9.d. - Page 11
2
unwilling or unable to perform, Buyer shall designate another Escrow Agent. A grant
deed (“Grant Deed”) shall be recorded and the Property transferred from Seller to Buyer
within ninety (90) days after the Effective Date ("Close of Escrow"). The Close of
Escrow may be extended by mutual agreement of the parties.
SECTION 5
Closing Deposits.
On or before Close of Escrow, Seller and Buyer shall deposit with Escrow Agent the
following documents and funds:
(a) Seller's Deposits. Seller shall deposit with Escrow Agent the following:
(i) Deed. The original executed and acknowledged Grant Deed conveying the
Property to Buyer ("Grant Deed");
(ii) Nonforeign Affidavit. The original Nonforeign Affidavit executed by Seller;
and
(iii) Additional Documents. Any other documents or funds required of Seller to
close Escrow in accordance with this Agreement.
(b) Buyer's Deposits. On or before the Close of Escrow, Buyer shall deposit with
Escrow Agent the following:
(i) The Purchase Price;
(ii) Closing Costs. Additional cash in the amount necessary to pay Buyer's share
of closing costs, as set forth in Section 6; and
(iii) Additional Documents. Any other documents or funds required of Buyer to
close Escrow in accordance with this Agreement.
SECTION 6.
Closing Costs.
Buyer shall pay all escrow fees, costs of any title insurance and any endorsements
and the costs of recording the Grant Deed.
SECTION 7
Prorations.
Real property taxes, assessments, property operation expenses and other
recurring costs shall be prorated as of the Close of Escrow.
Item 9.d. - Page 12
3
SECTION 8
Seller's Warranties.
Seller warrants and represents to Buyer that as of the date of this Agreement and as
of the Closing:
(a) That the Escrow instructions have been, and all the documents to be delivered
by Seller to Buyer at Closing shall be, duly authorized, executed, and delivered by
Seller, are or shall be legal and binding obligations of Seller, shall be sufficient to
convey title, are or shall be enforceable in accordance with their respective terms,
and do not and shall not at Closing violate any provisions of any agreement to which
Seller is a party;
(b) That at the Closing there shall be no outstanding contracts made by Seller
regarding the Property and that Seller shall cause to be discharged all encumbrances
and liens including, but not limited to all trust deeds, mortgages, mechanics' and
materialmen's liens arising from any labor or materials furnished prior to Closing
which pertain to the Property; and
(c) That Seller is not a "foreign person" within the meaning of section 1445(f)(3) of
the Internal Revenue Code of 1954, as amended, and that Seller shall furnish to
Buyer, prior to Closing, an affidavit in a form satisfactory to Buyer confirming the
same.
The continued accuracy in all respects of Seller's representations and warranties
shall be a condition precedent to Buyer's obligation to close. All representations and
warranties contained in this Agreement shall be deemed remade as of the date of
Closing and shall survive the Closing.
SECTION 9
Indemnification.
Seller agrees to indemnify and hold Buyer free and harmless from any losses,
damages, costs, or expenses (including attorney fees) resulting from any inaccuracy in
or breach of any representation or warranty of Seller and any breach or default by Seller
under any of Seller's covenants or agreements under this Agreement.
Item 9.d. - Page 13
4
Section 10
Notices.
Except as otherwise provided hereunder; any notice or communication to Seller
or Buyer shall be in writing and be mailed by certified mail, postage prepaid. Notices or
communications shall be addressed as follows:
To Jacobson:
Jesse Jacobson
132 Le Point Street
Arroyo Grande, CA 93420
To City:
City of Arroyo Grande
Attn: City Manager
300 East Branch Street
Arroyo Grande, CA 93420
With Copy to:
Carmel & Naccasha LLP
Attn: Heather K. Whitham
1410 Marsh Street
San Luis Obispo, CA 93401
Section 11
Liquidated Damages.
IF BUYER FAILS TO COMPLETE THE PURCHASE PROVIDED FOR IN THIS
AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE
RELEASED FROM SELLER’S OBLIGATION TO SELL THE PROPERTY TO BUYER
AND MAY PROCEED AGAINST BUYER UPON ANY CLAIM OR REMEDY THAT
SELLER MAY HAVE IN LAW OR EQUITY; PROVIDED, HOWEVER, THAT, BY
INITIALING THIS SECTION 11, BUYER AND SELLER AGREE THAT IN THE EVENT
OF DEFAULT BY BUYER, (A) IT WOULD BE IMPRACTICAL OR EXTREMELY
DIFFICULT TO FIX ACTUAL DAMAGES; (B) THE SUM OF FIVE PERCENT (5%) OF
THE PURCHASE PRICE SHALL CONSTITUTE LIQUIDATED DAMAGES PAYABLE
TO SELLER; (C) THE PAYMENT OF THE LIQUIDATED DAMAGES TO SELLER
SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER; (D) SELLER MAY
RETAIN THAT FIVE PERCENT (5%) OF THE PURCHASE PRICE FOR THE
PROPERTY AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THAT SUM TO
SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR
PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275
OR 3369, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES
TO SELLER PURSUANT TO SECTIONS 1671, 1676, AND 1677 OF THE
CALIFORNIA CIVIL CODE.
__________/ __________ INITIALS
Item 9.d. - Page 14
5
Section 12
Attorney Fees; Litigation Costs.
If any legal action or other proceeding, including arbitration or an action for
declaratory relief, is brought to enforce this Agreement or because of a dispute, breach,
default, or misrepresentation in connection with this Agreement, the prevailing party
shall be entitled to recover reasonable attorney fees and other costs, in addition to any
other proper relief.
Section 13
Severability.
If any term or provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall not be affected.
Section 14
Waivers.
No waiver or breach of any provision shall be deemed a waiver of any other
provision, and no waiver shall be valid unless it is in writing and executed by the waiving
party. No extension of time for performance of any obligation or act shall be deemed an
extension of time for any other obligation or act.
Section 15
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original and all of which taken together shall constitute one and the same
instrument. The execution of this Agreement shall be deemed to have occurred, and
this Agreement shall be enforceable and effective, only upon the complete execution of
this Agreement by Seller and Buyer.
Section 16.
Governing Law.
This Agreement shall be governed by and construed in accordance with California
law.
[Signatures are on the following page]
Item 9.d. - Page 15
6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
CITY OF ARROYO GRANDE
__________________________
Jim Hill, Mayor
Approved as to Content:
__________________________
Bob McFall, Interim City Manager
Attest:
__________________________
Kelly Wetmore, City Clerk
Approved as to Form:
__________________________
Heather K. Whitham, City Attorney
JACOBSON:
__________________________
Jesse Amor Jacobson
Item 9.d. - Page 16
EXHIBIT A
Item 9.d. - Page 17
PIQ
EXHIBIT A
Item 9.d. - Page 18