HomeMy WebLinkAbout2013/11/19 Item 19 �=-�"'� ' CITY COUNCIL & SUCCESSOR AGENCI'
� -°��"':v'���' TO THE REDEVELOPMENTAGENCY
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` � . - "``��� AGENDA STATEMENT
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CHULA VISfA
NOVEMBER 19; 2013, Item�
ITEn4 TITLE: RESOLUTIOI`T OF THE SUCCESSOR AGENCI' TO THE
REDEVELOPMEI�'T AGENCY FOR THE CITI' OF CHULA
VISTA APPROVL�'G A PURCHASE A.\iD SALE AGREENIENT
A�ZTH LAI�TD DEVELOPI�4E\'T ASSOCI.4TES TO SELL
ASSESSOR PARCEL \'O.'S 565-310-09 AI�iD �6�-310-2� FOR
�31�,000 DOLLr1RS PLUS DUE DILIGEI�'CE AI�TD CLOSII�'G
COSTS.
SUBAZITTED BP: DEVELOPMEI�TT SE CES DIRECTO����
REVIE�'VED BY: CITY A4ANAGER
ASSISTAI�TT CITY �P.�\�AGE�
4/STHS VOTE: YES � NO .❑Y
SU?��1ARY
Assembly Bills ]a 26 and 1484 ("Dissolution Acr`) includes many requuements for the
dissolution of rede��elopment agency activities; including the disposition of real propem�, other
than housing assets. Ihe Dissolution Act �enerally requires the Successor Aeency to dispose of
assets and property of the former redevelopment aeency for either 1) limited public uses or 2)
disposition into the prn�ate mazket. Disposition is to occur espeditiously and «�th a vie«� to���azd
matimizine value, �vith the disposition proceeds distributed to the affected tasine entities. The
subject property is recommended to be sold for the appraised value of S31�;000 as indicated in
the appraisal prepazed on April 9, 2013 bv an A4AI appraiser.
E1`VIRONI�ZENT.�L REVIE�V
The Development Sen�ices Director has revie�ved the proposed activin� for compliance ��ith the
Califomia Environmental Quality Act (CEQA) and has determined that the activiq� qualifies for
a Class 12 cateoorical esemption pursuant to Section 1�312 [Surplus Go�emment Propem�
Sales] of the State CEQA Guidelines because the activin� consists of the execution of a sales and
purchase aereement of surplus govemment propem� ���hich althouoh it is located in an azea of
statewide, regional or azea-���ide concem; it has been determined that the propert}� does not ha��e
significant ��alues for «ildlife habitat or other envuonmental purposes. Thus, no further CEQA
environmental re��ie�v is required. Although en�ironmental re��ie�ti is not required for this
proposed action; once the scope of an indi��idual construction project proposed to be funded has
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NOVEMBER 19, 20li, Item �
Page 2
been more specifically defined, em�ironmental re��iew ��ll be required and the appropriate
environmental determination will be made by the City of Chula Vista as Lead Agency.
RECOMMENDATION
Approve the resolution.
BOARDS/COAZMISSION RECOMMENDATION
Not applicable.
DISCUSSION
Assemb]y Bills 1X 26 and 1484 ("Dissolution AcP') includes many requirements for the
dissolution of redevelopment agency activities, including the disposition of real propertv, other
than housing assets. The Dissolution Act generally requires the Successor Agency to dispose of
assets and property of the former redevelopment agency for either 1)'limited public uses or 2)
disposition into the private mazket. Disposition is to occur expeditiousl}� and ���ith a view towazd
maximizing value; with the disposition proceeds distributed to the affected taxing entities.
Health and Safety Code section 34191.5 requires Successor Agencies to prepare a Long-Ranoe
Property Management Plan (`LRPMP") within six months of receiving the Finding of
Completion from the Department of Finance. The Successor Agency received its Finding of
Completion on May 7; 2013. On July 8, 2013, the Oversight Boazd approved the LRPMP which
was then transmitted to DOF on July 10, 2013. The LRPMP included the recommendation that
the subject property be sold for the appraised value of $3]5,000 as indicated in the appraisal
prepared on April 9, 2013 by an MAI appraiser. As of the writing of this staff report DOF had
not yet approved the LRPMP.
Purchase and Sale A^reement:
The purchase and sale agreement provides for the following:
1. Purchase price $31�,000
2. Ninety (90) da}�due diligence period
3. Sixty(60) calendar days to close following due diligence period
4. Buyer covers all due diligence and closing cost
5. Buyer accepts the property in its "as is" condition
Land Use:
The proposed transaction is a land transaction and not a development deal. City staff has not vetted
the buyer or their qualifications in developing this property. The Cit}� received an unsolicited offer;
based on a real estate appraisal, to purchase the formerly o�vned Redevelopment Agency parcel.
City staff is awaze of the buyer's desire to build a limited service hotel on the property however the
eaisting appro��ed land use for the site aze for the development of up to 120,000 square feet of:
,..
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NOVEMIBER 19. 2013: Item ��
Pase 3
Commercial—Professional and Administrati��e. V
1) Purpose and Intent. The purpose and intent of the commercial —professional and
administrative zone is to provide rewlations for de��elopment of professional and
administrative office uses. The rewlations of this zone are desiened to promote a
suitable envuonment for business administration; and professional and eo��emment
activities.
2) Pemvtted Uses.
The followine uses aze permitted:
a. Administrative and executi��e offices:
b. Professional offices:
c. Financial offices; including baril:s; real estate, and other general business
offices:
d. n4edical caze facilities:
e. Reseazch offices:
f. General business offices:
s. Fire stations: and
h. Anv other office use determined to be of the same eeneral character of the
above-permitted uses. (Ord. 32.i8 § 2 (Exh. B, C), 2012; Ord. 26li, 199�;
Ord. 2�32, 1992).
Any deviation from the abo��e approved Land Use ��ould requue the approval of the Cit}� Council
and the California Coastal Commission. In addition. staff has included a resfrictive covenant that
«ill prohibit an�� adult oriented uses on this propem� reeazdless of zonine. The restrictive co��enant
«2ll be recorded against the property and will run H�ith the land. Although staff has not qualified the
purchaser, the Cih� still maintains its authoritv over approving any chanee to the Local Coastal Plan
and believes the proposed sale is fulfillin2 the requirements of AB 1484y
DECISION D�1I�R CONF'LICT
Staff has revie�i�ed the properh� holdings of the Cin- Council and has found no property holdines
���ithin �00 feet of the boundaries of the propem� �+�hich is the subject of this action. Staff is not
independently a���aze. nor has staff been informed b�� any City Council member; of an}� other fact
that mav constimte a basis for a decision maker conflict of interest in this matter.
CURRENT 1'EAR FISC.�L IAZPACT
There is no current year fiscal impact.
ONGOING FISCAL I�IPACT
There �cill be no on-eoin2 fiscal impact.
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NOVEMBER 19, 2013, Item ��
Page 4
ATTACHMENTS
A. Purchase and Sale Agreement
Prepared bv: Eric Crockett,Assistant Director. Developmenl Services Deparlment
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Final Signed Agreement with Exhibits
will be provided prior to City Council meeting
on November 19, 2013
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I
REAL PROPERTY PURCHASE AGREEMENT
AND
JO1NT ESCROW INSTRUCTIONS
SELLER: Successor Agency to the Former Redevelopment Agency
of the City of Chula Vista
BUYER: Land Developers Associates Corporation
DATED: Norember 19,2013
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BASIC TERn1S
Effective Date: The effective date shall be deemed to be I�'o��ember 19. 2013
Propert��: Real propem� aenerally l:noti�n as: Assessor Parcel No.' �6�-
310-09 and �6�-310-2>
Seller: Successor Aeency to the Rede��elopment Aeency for the City
ofChula Vista
Sellers Address: 276 Founh A��enue. Chula Vista CA 91910
Bu�=er: Land De��elopers Associates Corporation; a California
Corporation
Buyer's Address: 16027 Ventura BI�-d #60�; Encino, C.A 91436
Purchase Price: $31�:000.
Outside Closine Date (or Closino) A4ay ]9, 2014
Title Company Fidelitv National Title
li00 Do��e Street. Suite 310
Newport Beach. CA 92660
Tide Officer—Rada Garcia
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DOC SOG 1494229�9/0?421?-0005
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REAL PROPERTY PURCHASE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
This REAL PROPERTY PURCHASE AGREEA'IENT AI�TD JO]NT ESCROW
INSTRUCTIONS ("Aereement') dated No��ember 19, 2013, for reference purposes only, is by and
between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY For THE CITY OF
CHULA VISTA, a Califomia Redevelopment Agency ("Agency' or `'Se]ler'), and Land Developers
Associates Corporation, a Ca]ifornia Corporation, ("Buyer") for the acquisition by Buyer of all of
Sellers interests, tangible and intangible, in that certain Property defined and described below. The
Effective Date shall be the date on which the Agency's governine bodv dul}� considered took action
to approve, and duly executed this Agreement.
RECITALS
W}iEREAS, Seller owns fee title to certain vacant and undeveloped real property located i❑
the City of Chula Vista, California, commonly identified as San Dieeo County Assessor's Parcel
No.`s 565-310-09 and 565-310-25 ("PropeRy'). The Property is legally described in Exhibit A and
depicted in Exhibit B, both attached hereto and incorporated herein by these references.
WHEREAS, Buyer desires to purchase the Property and has made a bona fide offer to the
Agency to purchase the Property, and;
WHEREAS, subject to the terms and conditions herein, Agency desires to sell the Property to
Bu}�er.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acl:no���ledged, Seller and Buyer agree as follows:
1. Purchase and Sale. Seller hereby agrees to sell the Property to Bu}�er, and Buyer hereby agrees
to purchase the Property from Sellec on the terms and conditio�s set forth in this Agreement.
Seller shall convey to Bu}�er fee simple, marketable title with the condition of title for the
Property meeting the requirements of Section 3 herein for which Seller is responsible. The term
"Property" is defined inclusively and collectively for and under this Agreement as the following:
(a) The fee interest in the Property;
(b) All improvements, if any, to the Property;
(c) All of Sellers rights, privileges, easements, licenses and interests, both tangible and
intangible; appurtenant to the Property. "Property' shall be deemed to include, without
limitation; all royalties, minerals; oil and gas rights and profits, water and water riehts
(whether or not appurtenant) derived from the Property that are o�med by Seller;
(d) All moveable and immovable personal property, equipment, supplies, fumiture, and fiatures
owned by Seller and located at the Properiy, if any, as of Closing, and
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_ DOCSOC/14942?9v3/0?421?-0005
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(e) All licenses; permits. authorizations and approvals issued by govemmental authorities with
respect to the Propem�and the improvemenu thereon.
2. Purchase Price and Pa�-ment of Purchase Price.
(a) All Inclusive Purchase Price. The Purchase Price for the Propem� shall be the sum of Three
Hundred Fifreen Thousand Dollars (�31�.000). The purchase price to be paid by Bu}�er
pursuant to this Section is hereinafrer referred to as the "Purchase Price:' Said Purchase
Price shall be based on an appro��ed appraisal dated April 4th, 2013, conducted b�� The Catlin
Company of San Die�o, CA.
(b) Payment of Purchase Price. Bu��er shall pa}� Purchase Price in accordance ���ith the Escro�+�
Instructions.
3. Escrow and Title A'fatters.
(a) Escro��� and Closing.
(i) Openine of Escro���. For the purposes of this Aareement. the escrow ("Escrow") shall be
deemed opened ("Openine of Escrow") on the date that Escro���Holder recei��es a copti�of
this Agreement full}� executed by Seller and ezecuted and attested b�� Buyer. Bu}�er and
Seller shall use reasonable efforts to cause the Opening of Escrow to occur on or before �
business da��s after the Effecti��e Date. Escrow Holder shall promptl}� notifi� Buyer and
Seller in «Titine of the date of the Openine of Escro�i�. Bu��er and Seller agree to
execute. deli��er and be bound b}� an}� reasonable or customary supplemental Escro�a
instructions or other instruments reasonably required b}� EscroH� Holder to consummate
the transaction contemplated b�� this Agreement: provided; how�e��er, that no instrument
shall be inconsistent or in conflict �vith, amend or supersede any poRion of this
Agreement. If there is am� conflict or inconsistencv beh��een the terms of an instrument
and the terms of this Agreement, then the terms of this Agreement shall control. �Vithout
limiting the eenerality of the foreeoins, no instrument shall extineuish any oblieations
imposed by this Aereement or any other convact bet���een Seller and Buver.
(ii) Closine. For purposes of this Agreement_ the "Closine" or "Closine Date" shall be
the date the Grant Deed (as defined belo�v) is recorded pursuant to applicable law in
the Official Records of San Die�o Count��. Unless chansed in ���riting by Bu��er and
Seller, the Closine shall occur on or before the 60`" calendar da�� followine the last
da�� of the Due Diligence Period identified in Section 6(a) (`Outside Closins Date`).
If the Closine has not, for am� reason, occurred b�� the Outside Closine Date (as it
may be e�tended pursuant to the immediately preceding sentence), then either Bu}�er
or Seller may terminate this Aereement by deliverine H�ritten notice to the other at
any time afrer the Outside Closing Date; pro��ided, ho���e��er. that if there is a Seller
Default or a Bu}�er Default under this Agreement at the time of the termination, then
the termination shall not affect the riehts and remedies of the non-defaultin� part��
asainst the defaultine part}�. If neither part}� so elects to terminate this Agreement
and the Escro�v. Escrow Holder shall dose the Escrow as soon thereafrer as Bu��er's
and Sellers Conditions Precedent to Closins are satisfied pursuant to Sections 7(a)
and 7(b) of this Agreement.
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(b) Title Matters.
(i) Buver's Title Policv. Concurrently with the Closing, the Title Company shall issue to
Buyer a 2006 CLTA or ALTA, at the option of Buyer, owners policy of title insurance
(amended 6/]7/06) without arbitration provisions in the amount of the Purchase Price;
shoN�ing fee title to the Property ��ested solely in the Buyer. with al] property taxes and
assessments shown as paid, The premium for the Buyer's Title Policy and any
endorsements required by Seller and Buyer shall be charged to Buyer as described in
Section ] ], subdivisions (a) and (b). Buyer may require, as a Buyer's Condition
Precedent to the Closing, that Seller execute an estoppel agreement and/or a
subordination agreement in a form acceptable to Buyer, confirming that, as of the
Closing, (a)the Seller shall have no further interest in the Property or any portion thereof
or any improvements thereon.
(ii) No New Liens or Exceptions. Buyer hereby objects to any and all liens and eaceptions to
title not sho��m on the Title Report. Further, during the peiiod commencing on the
Effective Date and continuing until the Closing, Seller agrees it shall not cause any new
or modified lien or encumbrance to title to become of record aeainst the Property, unless
such lien or encumbrance is approved in H�riting by Buyec Each and every new lien or
encumbrance shall be subject to Buyer's prior written consent and unless and until
approved by Buyer shall be deemed a disapproved exception to title that shall be removed
by Seller at Seller's sole cost as a condition to Closing.
4. Seller's Deliverv of Properh� Documents.
(a) Seller's Delivery of Property Documents. Within 5 days after the Effective Date, Seller
shall deliver to Buyer complete, true, and legible copies of the following items (collectively,
"Property Documents"):
(i) Copies of tax bills, including assessments; if any.
(ii) Proof of Sellers authority and authorization to enter into this Agreement and to
consummate this transaction as ma}� be reasonably requested by Buyer and the Title
Company.
(iii)Each and every contract, agreement, license and lease relating to and/or affecting the
Property, specifying which of such contracts, agreements, licenses, and/or leases are
anticipated to bind Buyer or affect the Property following the Close of Escrow, if an}�,
with the e�ception of the Title Report �vhich shall be handled as set forth in Section 3(b).
(b) Propert�� Documents delivered to Buyer as of Etfective Date. As of the Effective Date,
Seller has delivered to Buyer the following Property Documents:
(i) The Title RepoR
5. Buver's Rieht of Entn� and Tests of Properh�. From and afrer the Effective Date through the
earlier to occur of the termination of this Agreement or the Closing Date, Seller shall permit
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Buyer and Buyers employees, agents, Buyers and contractors to enter upon the Propem� durin�
normal business hours: provided 24 hours prior notice has been Qiven to Seller; for the purpose of
conducting am� ph}�sical and le2al inspections. investieations. assessmenu, tests. and studies as
Bu}�er in iu sole discretion elects to make or obtain. including. but not limited to, investigations
H�ith regard to zoning; building codes and other eovemmental regulations; eneineerine tests;
sun�eyine; soils, seismic and geoloeic reports; em�ironmental audiu, inspections and studies;
environmental investieation or other invasi��e or subsurface testine; and anv other physical or
leeal inspections and/or im�estieations, including without limitationythe presence, release, andlor
absence of ad��erse soils conditions, ad��erse ground���ater conditions, asbestos, lead based paint,
and/or Hazardous \9aterials; as hereinafter more fully defined and described (collecti��eh�.
"Tests").
(a) Conditions to Right of Entn- for Tests. As a condition to conductine am� Tests. Bu��er
shall (i)prior to entn�, notify Seller not less than 24 hours in advance of the purpose of the
intended entry and provide to Seller the names and affiliations of the entity or person(s)
enterine the Propem; (ii) conduct all Tesu in a diligent, expeditious and safe manner and not
allow am� daneerous or hazardous conditions to occur on the Propem; (iii) complp �vith
applicable laws and eo��ernmental regulations in conductino such Tests; (iv) keep the
Propem� free and clear of materialmeds liens; lis pendens and other liens arising out of entry
onto the Propem� for such Tesu performed by or on behalf of Bu}�er; (��) Buyer to maintain;
or Bu}�er to cause to be maintained by Bu��er's contractor(s). �i�orkers' compensation
insurance on all persons enterin� the Propem� for such Tests in the amounts required bv the
State of Califomia; (vi) Buyer to maintain; or Buyer to cause to be maintained by Buvers
contractor who �vill be enterine the Properq�; commercial general liability insurance polic}�
���ith a financiall}� responsible insurance company (or as to Bu��er its membership in a joint
powers insurance authority ���ith comparable co��erage) co��ering am�and all liability of Buver
and its aeents, contractors. Bu}�ers and employees, „�ith respect to or arisine out of the Tests
conducted at the Propem�, written on a per occurrence and not claims made basis in a
combined sinele limit of not less than One A4illion Dollars (51,000.000); and (vii)promptl}�
repair any and all damaee to the Propem� from such Tests caused by Buyer; its a�ents,
employees, contractors, or Buyers and return the Property to its orieinal condition (subject to
the Tests conducted) folloH�ine Buyers entry. Bu}�er shall indemnify, defend, and hold
harmless Seller and its aeents from and aeainst any and all loss. cost; liabilit�� or expense
(including reasonable attorneys' fees) arisine from the entry(ies) of Buyer, its a�ents,
contractors, Buyers, and employees upon the Propem� for and related to such entq� and 7es[s
or from Buyer s failure to compl}� with the conditions to Buyers entm onto the Propem� for
such Tests. Such indemnit�� shall survi��e the Close of Escrow or the rertnination of this
Aereement for am� reason. but shall be limited to actions and inactions arisina from and
related to such entr��onto the Propem�and/or the Tests. V
6. Due Dili2ence.
(a) Buyer's Due Diligence Period. Buver shall have a period of ninem (90) calendar da}�s from
the Effecti��e Date of this Aereement to conduct its due diligence ��°ith respect to the Propem�
and determine�vhether it elects to terminate this Aareement pursuant to section 6(b)(i)].
(b) Buy�er's Right to Terminate. The Bu��er shall have the rieht to terminate this Agreement on
or before [en (]0) calendar da�•s followins the termination of the due diligence period by
providing the A�ency�vith a ���itten notice of its exercise of this provision to terminate.
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(i) In the e��ent that Buyer fails to deliver such notice, then such failure shall be deemed
Bu}�er s election not to terminate this A2reement.
7. Conditions Precedent to Close of Escrow and Termination Ri�hts.
(a) Buyer's Conditions Precedent. The Closine and Buyers obligation to buy the Property and
to consummate the transaction contemplated by this Agreement are subject to the timely
satisfaction or written waiver of the following conditions precedent (collectively, "Buyers
Conditions PrecedenP') on or before the Closing Date or such earlier time as provided for
herein, which are for Buyer's benefit only.
(1) No Termination as a Result of Buvers Due Diligence Review. This Agreement shall not
have terminated pursuant to Section 6(b)(i) as a result of Buyer's review and inspection
of the Title Report, the Property Documents to, and/or the Tests on the Property.
(2) Seller Title. Seller shall have fee title to the Property.
(3) Buvers Title Policv. The Title Company shall, upon payment of Ti[le Company's
regularly scheduled premium, have agreed to provide Buyer's Title Policy for the
Property upon the Closing, in accordance with Section 3(a).
(4) Representations and Warranties. All representations and warranties of Seller contained in
this Agreement shall be true�and correc[ in all respects as of the Effective Date and as of
the Closin2.
(5) No Seller Default. As of the Closing, there shall be no Se]ler Default under this
A¢reement.
(b) Seller's Conditions Precedent. The Closing and Seller's obligation to sell the Propem� and
consummate the transaction contemplated by this Agreement are subject to the timelV
satisfaction or ���ritten waiver of the following conditions precedent (collectively, "Seller's
Conditions PrecedenY') on or before the Closing Date or such earlier time as provided for
herein, w�hich are for Seller's benefit only:
(1) No Buyer Default. As of the Closin„ there shall be no Buyer Default under this
AgreemenL
(2) Reoresentations and Warranties. All representations and warranties of Buyer contained
in this A�reement shall be true and correct in all respects as of the Effective Date and as
ofthe Closing.
(3) Delivery of Funds and Documents. Buyer shall have delivered all funds and documents
and other items described in Section 9.
(c) Waiver. Buyer may at any time or times, at its election in its sole and absolute discretion.
�vaive any of the Buyer's Conditions Precede�t set forth in Section 7(a), but any such waiver
shall be effective only if contained in a writing signed by Buyer and delivered to Seller and
Escrow Holder. Seller may at any time or times, at its election in its sole and absolute
discretion, �raive any of the Sellers Conditions Precedent set forth in Section 7(b) above, but
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any such ���ai��er shall be effective onlv if contained in a �t�itino si�ned by Seller and
deli��ered to Buver and EscroH� Holder.
(d) Termination. In the e��ent that each of the Buyers Conditions Precedent set forth in
Section 7(a) is not fulfilled by the Outside Closine Date, or such earlier time period as
provided for herein or w�ai��ed b}• Bu}�er pursuant to Section 7(c), and pro��ided there is no
Buyer Default under this Aereement; Buyer mav at its option terminate this Agreement and
the Escro�ti� opened hereunder. In the e��ent each of the Sellers Conditions Precedent set
forth in Section 7(b) is not fulfilled by the Outside Closine Date, or such earlier time period
as pro��ided for herein or N�aived bti� Seller pursuant to Section 7(c); and provided there is no
Seller Default under this Agreement Seller ma�� at its option terminate this Aereement and
the Escro��� opened hereunder. I�'otwithstandine the foreeoine; if Escrow is not in a position
to close due to a parR�'s failure to deposit into Escrow any documents or funds required for
the Closing of Escro�v. the non-defaulting pam� shall not ha��e the risht to terminate this
Aereement �vithout first havine gi��en the defaulting pam� notice of the default and fi��e (�)
da��s to cure the default, w�ith the understandine that it is the parties- desire that this
Agreement not terminate as a result of a technicality such as a party's inad��ertent failure to
timelv make a deposit of a document or mone}� into Escro�i�. No termination under this
Aereement shall release either part�� then in default from liability for such default. In the
event this Agreement is terminated, (i) all documents and funds delivered by Seller to Buyer
or Escrow Holder shall be retumed immediately to Seller, provided there is no Seller Default,
and likemise (ii) all documents and funds delivered by Buyer to Seller or Escro�� Holder shall
be retumed immediateh�to Buyer.
(i) If Escro�v fails to close due to a pam�'s default or breach, the defaultine or breachina
pam� shall pay all Escrow Cancellation Charees. If Escrow fails to close for any other
reason; the Bu}•er shall pa}� alI Escrow Cancellation Charees. The term "Escro��
Cancellation Charges" shall mean all fees, charees and espenses actually charged by
Escrow Holder and the Title Company to the parties in connection with the cancellation
of the Escrow and the title order. if an��.
8. Seller's Deliveries to Escro«� Holder. At least tw�o (2) business days prior to the Closine Date,
e�cept as to possession of the Propem• �ahich shall be delivered as of Closing; Seller shall
deposit or cause to be deposited with Escro��� Holder the folloN�ine items, duly executed and.
where appropriate. acl:nowledged:
(a) Grant Deed. The Grant Deed in the form attached hereto as E�hibit B (`Grant Deed"), dul}�
executed bv Seller and acknoH�ledeed.
(b) Bill of Sale. ]f required b}� Bu��er, the Bill of Sale, in the form attached hereto as Exhibit F,
dul�� e�ecuted by Seller, «�ith a list of all FF&E relating ro the Propem�
(c) Licenses, Certificates, and Permits. To the extent the same are within the actual or
constructive l:nowledae of; or in the possession, custod�� or control of, Seller and aze
applicable and/or transferable to Buyer, all orieinal licenses. certificates and pertnits
pertaining to the Propem� and beneficial for. or necessan� for, or affecting the use or
occupanc}�thereof.
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(d) FIRPTA/'Tax Exemption Forms. Transferor's Certification of Non Foreign Status in the
form attached hereto as Exhibit C (`FIRPTA Certificate") (unless Seller is a `foreien
person," as defined in Section 1445 in the Intemal Revenue Code of 1986), together with any
necessary tax withholding forms; and a duly executed California Form 593-C; as applicable
("California Exemption Certificate ').
(e) Authority. Such proof of Sellers authority and authorization to enter into this Agreement
and to consummate this transaction as may be reasonably requested by Buyer and the Title
Company.
(� Further pocuments or Items. Any other documents or items reasonably required to cause
the Closing of the transaction contemplated by this Agreement as determined by the Escrow
Holder.
9. Buver's Deliveries to Escrow. At least tti�o (2) business days prior to the Closing Date, Buyer
shall deposit or cause to be deposited w�ith Escrow Holder the following, each duly eaecuted and
acknowledged, by Buyer as appropriate:
(a) Purchase Price. The Purchase Price (as provided in Section 2), and any additional funds
necessary to pay Buyer's Charees identified in Section 11. In the event Seller does not
qualif}� for an exemption from California withholding ta� under Section 18662 of the
Califomia Revenue and Taxation Code, as evidenced by the delivery at Closing of the
California E�emption Certificate duly executed by Seller, Title Company shall withhold three
and one-third percent (3 ]/3%) of the Purchase Price on behalf of Buyer for payment to the
California Franchise Tax Board in accordance ���ith Section 11(d) hereo£ In the event Seller
is not eaempt from such withholding or does not othenvise deliver the California Exemption
Certificate at Closing, Buyer shall eaecute and deliver three (3) originals of Califomia Form
597 to Title Company at or immediately afrer Closing.
(b) Final Escrow Instructions. Buyer's final H�ritten Escrow instructions to close Escrow in
accordance with the terms of this Agreement.
(c) Further pocuments or Items. Any other documents or items reasonably required to cause
the Closing of the transaction contemplated by this Agreement as determined by the Escrow
Holder.
10. Tax Adiustment Procedure. Escrow Holder is authorized and is instructed to comply with the
following ta� adjustment procedure:
(a) Delinquent Taxes. Pay and charge Seller for any unpaid delinquent property taxes and/or
penalties and interest thereon, and for any delinquent assessments or bonds against the
Propert}�.
(b) Proration. Escrow is not to be concerned N�ith proration of Sellers taaes for the current
fiscal year. Sellers prorata portion of taxes due at close of Escrow, shall be cleared and paid
by Seller, outside Escrow, pursuant to provisions of Section 5082 through 5090 of the
Revenue and Taxation Code of the State of California.
8
19-14
(c) Refund of Taxes. After the Closing of the Escro�ti�. Seller shall ha��e the rieht in Seller`s sole
discretion to apply to the San Dieso Counn• Ta� Collector for refund of am� e�cess propem�
taxes paid b�� Seller with respect to the Propem�, so long as no proration or credit for such
taxes w=as pro<<ided to Seller throueh the Escrow. This refund �+�ould applti�to the period after
the Closine Date and Buyers acquisition of the Propem� pursuant to Revenue and Taaation
Code Section �096J.
ll. Escrow Holder Authorization. Escro��� Holder is authorized to and shall pay, charge and
perform the follo�ring: '
(a) Bu�•er Charges. Chazge Bu}�er for all Escrow fees, charees and costs, induding all charges
for recordine the Grant Deed; transfer taxes; if any, and an}� additional title co��eraee
requested by Bu�=er, includine the difference bet�i�een a CL7A standard o���ner`s polic��
(which CLTA policy and the endorsements described in Section 3(b)(i)) are and shall remain
Sellers Charges) and an ALTA e�tended o��mers polic�� (collectiveh�, "Buyers Charees').
(b) Tax Requirements. Escro�i� Holder shall prepare and file ���ith all appropriate eovemmental
or taaine authorities a uniform settlement statement, closing statement, tax withholdino forms
including an IRS ]099 S form, and be responsible for w�ithholding ta�es, if any such forms
and/or���ithholding is provided for or required by la���.
(i) California �Vithholdine. In the event Seller does not qualify for an exemption from
California H�ithholding tax under Section 18662 of the Califomia Re��enue and Taxation
Code ("Taa Code") as evidenced by the deliven� to Bu��er at Closine of the Califomia
Exemption Certificate duly executed b}� Seller, (i) Escrow Holder shall withhold three
and one-third percent (3 1/3%) of the Purchase Price on behalf of Bu��er at Closine for
pa}�ment to the Califomia Franchise Tax Board in accordance with the Tax Code,
(ii)Bu��er shall deli��er three (3) dul}� executed orieinals of Califomia Form >97 to
EscroH� Holder at or immediateh� afrer Closine; (iii) rn�o (2) e�ecuted orioinals of
California Form �97 shall be delivered by Escrow Holder to Seller. and (iv) on or before
the 20th day of the month follo�ti�ing the month title to the Propert}' is transferred to Buyer
(as evidenced bV the recordine of the Grant Deed), Escro�v Holder shall remit such funds
���ithheld from the Purchase Price, together ���ith one (1) e�ecuted orieinal of Califomia
Form �97 to the Califomia Franchise Tax Board on behalf of Buvec Buver and Seller
hereby appoint Escrow Holder as a reportine entity under the Tax Code; authorized to
H�ithhold and remit the ���ithholdine tax contemplated under the Tax Code, together with
such other documents required b��the Tax Code (includino; without limitation, Califomia
Form �97); to the Califomia Franchise Ta� Board.
(ii) FIRPTA �Vithholdin�. If Seller is a "foreign persod' under the Foreien Investment in
Real Propert�� Transfer Act or an ewemption applies, the Escrow Holder shall deduct and
�+�ithhold from Sellers proceeds ten percent (]0%) of the oross sales price and shall
othen��ise comph� with all applicable pro��isions of the Foreign In��estment in Real
Propem Act and any similar state act. Seller aerees to esecute and deli��er Eshibit E, as
directed b�� Escro�i� Holder; or any instrument; affidavit: and statement, and to perform
any act reasonably necessan� to compl}� �i�ith the pro��isions of the Foreign Investment in
Real Propem=Act and any similar state act and reeulation promulgated thereunder.
9
19-15
(c) Closing Statement. Escrow Holder is instructed to prepare and provide copies of a proposed
closing statement and thereafter the final closing statement ("Closing Statement") to both
Seller and Buyer. Escrow Holder shall deliver the estimated Closing Statement to Seller and
Buyer no later than three (3) business days prior to the Closing Date.
(d) Escrow Holder Responsibility. The responsibility of the Escrow Holder under this
Agreement is limited to Sections 1 through 12, and 18(b) and (c), and to its liabilit}� under
any policy of title insurance issued in regard to this transaction.
12. ClosinE Procedure. On the Closing Date, and provided all of the Buyer's Conditions Precedent
and Seller's Conditions Precedent set forth in Sections 7(a) and 7(b), respectively, of this
Agreement have been satisfied or waived in writing by the appropriate party (per Section 7(c)),
Escrow Holder shall immediately close Escrow in the manner and order provided below.
(a) Recording. Escrow Holder shall cause the Grant Deed to be recorded pursuant to applicable
law in San Diego County and obtain conformed copies thereof for distribution to Seller and
Bu}�er.
(b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all charges to
Buyer and Seller and withhold funds pursuant to Section 11. The Purchase Price (less any
amounts required to be withheld as provided in Section 11(d)) shall be distributed by check
payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller
(and, in such event; in accordance with such instructions).
(c) Documents to Seller. Escrow Holder shall deliver to Seller, a conformed copy of the Grant
Deed, and a copy of all other documents deposited into Escrow by Buyer pursuant to this
Agreement.
(d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA
Certificate, the original Califomia Exemption CeRificate (as applicable), a conformed copy
of the Grant Deed, the Title Report, and each other documen[ (or copies thereofl deposited
into Escrow by Seller pursuant hereto, including, without limitation, those documents
referenced in Section 8.
(e) Title Company. Escrow Holder shall cause the Title Company to issue the Buyer's Tit1e
Policy to Buyer.
(� Closing Statement. Escrow Ho]der shall forward to both Buyer and Seller a separate
accounting of all funds received and disbursed for each party in the form of the Closing
Statement prepared pursuant to Section ll(e).
(g) Informational Reports. Escro�v Holder shall file any informational reporls required by
Internal Revenue Code Section 6045(e); as amended.
(h) Possession. Possession of the Property shall be delivered to Buyer at the Closing.
10
19-16
13. DISCLAIn7ERS. �VAIVERS. A1VD RELEASES
(a) BU1'ER ACICNO�'�'LEDGES AI�'D AGREES THAT AGEI�'CY HAS NOT MADE. DOES
I�'OT A�IAKE AND SPECIFICALLY . \TEGATES AND D]SCLAII�4S A\�'
REPRESEI�'TATIO\'S OR �VARRANTIES AI�TD AGENCI' HAS NOT A�L4DE. DOES
NOT n1AKE AND SPECIFICALLY NEGATES AI�TD DISCLAIA4S A�\T�' OBLIGAT]OIvS
OF AN1' KIt�'D OR CHARACTER A'HATSOEVER. �1'IIETHER EaPRESS OR
II�4PLIED. ORAL OR .�T�'RITTEN. PAST. PRESENT. OR FUTURE. OF. AS TO.
CONCERt�'Ii�'G OR �'�'ITH RESPECT TO (A) THE VALUE; I�?AT[JRE, QUALITY OR
COl�'DITION OF THE PROPERTI'. Ii�'CLUDII�'G. VJITHOUT LIb41TAT10N. THE
ti'ATER; SOIL AND GEOLOGY; (B) TE� INCOA4E TO BE DERIVED FROn4 THE
PROPERTY; (C) THE SU]TABILITY OF 7HE PROPERTl' FOR A\TY AI�iD ALL
ACTIVITIES AI�TD USES R'HICH BUYER MAY CONDUCT THEREON: (D) THE
COn4PLIANCE OF OR BY THE PROPERTI' OR ITS OPERATION NITH AI�'l' LA�\'S.
RULES. ORDII�'AI�'CES OR REGULATIONS OF A\TY APPLICABLE
GOVER�\TI�gNTAL AUTHOWTI' OR BODY; (E) THE HABITABILITI',
AgRCILAI�iTABILITY, n4ARK.ETAB]LITY. PROFITABILITY. ECONOyIIC
FEASIBILITY OR FITI�'ESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F)
THE n4ANi�TER OR QUALITY OF THE CO\STRUCTION OR MATERIALS; iF ANY,
II�CORPORATED INTO THE PROPERTY; (G) THE NIAIvNER, QUALITY, STATE OF
REPAIR OR LACK OF REPAIR OF THE PROPERTY; OR (H) AI�'1' OTHER MAT"I'ER
\'�7ITH RESPECT TO THE PROPERTY. AND SPECIFICALLI'. THAT AGENCY HAS
NOT n1ADE. DOES NOT A4AKE AND SPECIFICALLY DISCLAIMS ANl'
REPRESEr'TATIONS OR \'�'ARRANTEES REGARDII�'G THE EI�rVIROI�'NIENTAL
CONDITIO\' OF THE PROPERTY: COn4PLIAI�'CE ��'ITH A�\TY ENVIRONMENTAL
PROTECTION, POLLUTION OR LA�\TD USE. ZONII�TG OR DEVELOPDgNT OR
REGIONAL IA�IPACT LA�4'S. RULES. REGULATIOI�'S. ORDERS OR
REQUIRE1�gNTS.
(b) BUl'ER FCiRTHER ACICi\'O�'1rLEDGES AIvD AGREES THAT HAVIi�'G BEEN GIVE\
SUFFICIENT TIME AI�TD OPPORTUI�'ITY TO Ii�'SPECT THE PROPERTY AI�TD
PERFORI�4 ITS DUE DILIGErCE. BUYER IS RELYIi�'G SOLELY ON ITS O«'1V
INVESTIGATIO\' OF THE PROPERTY. BUYER FURTHER ACKI�'O�VI,EDGES A\TD
AGREES THAT AI�iY INFORIvIATION PROVIDED OR TO BE PROVIDED 1'�'ITH
RESPECT TO THE PROPERTY �VAS OBTAIt�TED FROM A VARIETY OF SOURCES
A�\TD THAT AGEI�'CY HAS NOT A4ADE A1VY II�TDEPEI�TDE\'T L�'VESTIGATION OR
VERIFICATIOl�' OF SUCH II�'FORIvIATION AND A4AKES \'O REPRESENTATIO\S
AS TO THE ACCURACY OR COr�IPLETENESS OF SUCH II�TFORIvIATION. AGE\'C1'
IS NOT LIABLE OR BOUI�TD IN ANY NIANn'ER BY ANY VERBAL OR WRITTE\'
STATEA�fE\'TS. REPRESENTATIONS OR II�'FORI�IATIOI� PERTAIi�'II�G TO 7HE
PROPERTY. OR THE OPERATION THEREOF. FURNISHED BY A,\'1' REAL ESTATE
BROKER. AGENT. EMPLOYEE. SER\jA\'T OR OTHER PERSON. BUYER FURTHER
ACKI�O�'IZEDGES AND AGREES THAT TO THE A4AXII�9UI�4 EXTENT PERI�4ITTED
BY LA\'�'. THE SALE OF THE PROPERTI' AS PROVIDED FOR HEREII�' IS n4ADE O\
AN "AS IS". "\��f IERE ]S" AND. "�1'ITH ALL FAULTS" CONDITIO\' A\TD BASIS.
BUYER's Initials:
11
19-17
(c) Waiver and Release. Effective as of the close of escrow, Buyer shall, and by the eaecution
of the Aa eement, hereby does, forever release Agenc}� of and from any and all losses,
liabilities, damaees, claims, demands, causes of action, costs and expenses, whether knowm
or unl:nown, to the extent arising out of or in any way connected with the PropeRy afrer the
close of escro�v, including, without limitation; the condition of title to the Property and the
environmental and structural condition of the Propem�. Buyer aerees never to commence,
aid in any N-ay, or prosecute against Agency, any action or other proceeding based upon any
losses, liabilities, damages, claims, demands, causes of action, costs and expenses, covered in
this paragraph. Notwithstanding any provision to the contrary contained herein, nothino in
this Section 13 shall be deemed to constitute a waiver of any rights or remedies arising from
Agency's intentional fraud or intentional or misrepresentation of any material fact with an
intent to mislead.
Buyer hereby fully and forever releases and discharges Agency from any and all daims,
rights, actions; damages, and/or ]iabilities, of any nature whatsoever, fixed or contingent,
existing now or arising in the future, kno�ti�n or unkno���n, in any vvay relating to the
Property, excluding only claims azising under this Agreement. Buyer acl:nowledges
Buyer may later learn of circumstances bearing upon the rights released in this
Agreement. Buver specifically waives the rights afforded by Section 1542 of the
California Civil Code which provides:
"A general release does not estend to claims which the creditor does not kno�r� or
suspect to esist in his or her favor at the time of executing the release,which if
l:nown by him or her, must have materially affected his or her settlement with the
debtor."
BUYER's Initials:
14. Buver's Representations and Warranties. In consideration of Seller entering into this
Agreement and as an inducement to Seller to sell the Property, Buyer makes the followine
representations and w�arranties as of the date hereoF and at and as of the Closing, each of which is
material and is being relied upon by Seller, the truth and accuracy of H�hich shall constitute a
condition precedent to Seller's obligations hereunder, and all of which shall survive Closing:
(a) Buyer has the legal power, right and authority to enter into this Agreement and the
instruments referenced herein, and to consummate the transaction contemplated hereby.
(b) Subject to (a) above, as of the Effective Date, the individuals e�ecuting and attesting this
Agreement and the instruments referenced herein on behalf of Bu}�er have the legal power,
right and actual authority to bind Buyer to the terms and conditions hereof and thereof.
(c) Subsequent Changes to Buyer's Representations and Wananties. If, prior to the Closin�;
Seller or Buyer should learn, discover or beco�ne aware of any existing or new item, fact or
circumstance H�hich renders a representation or warranty of Buyer set forth herein incorrect
or untrue in any respect (collectively, the "Buyer's Representation Matter"), then the party
who has learned, discovered or become aware of such Buyer's Representation Matter shall
promptly give written notice thereof to the other party and Buyers representations and
12
19-18
�i�arranties shall be automatically limited to account for the Bu}�ers Represen[ation Dlatter.
Seller shall have the rieht to appro��e or disappro��e any such change and to terminate this
A,,ureement b�� H�itten notice to Buyer if Seller reasonably disappro��es am� such chanoe;
provided, hoH=e��er Bu��er shall first ha��e the opportunirv to cure the Bu��er`s Representation
Matter. If Seller does not elect to terminate this Aereement, Buvers representation shalb be
qualified b}� such Buyers Representation Matter and Bu}�er shall have no obligation to Seller
for such Buyers Representation Matter.
(d) Indemnih•. To the extent permitted by la�i�, Buyer hereby agrees to defend indemnifi�_ protect
and hold harmless the Cit}�, its elected and appointed officers, aeents and employees, from
and asainst am� and all (indudins those b}� third parties) claims, demands, causes of action,
costs. expenses (includins reasonable attomey's fees and actual costs); liabilit}�, loss, damaee
or injury, in la�ti� or equity. to property or persons; including ��TOneful death; in any manner
arisins out of or incident to the condition of Proper[y at the time of its sale. includine the
presence of any hazardous substances that ma�� eaist on, under; or across the Propem,
���hether or not such condition µ�as l:no«�n or unl:noH�n latent or"patent; or caused b}� any
acts, omissions, negli�ence, or Hillfu] misconduct of Cit}�; its officials. officers, emplo}�ees,
aeents. contractors. and im�itees.
(i) Costs of Defense and Award. Included in the oblieations in Section 14(d), abo��e: is the
Bu}�ers oblieation to defend, at Bu��ers o���n cost. expense and risk, anv and all suiu,
actions or other legal proceedines, that may be brought or instimted aeainst the City; its
directors. officials, officers, emplo��ees. agents and/or volunteers. Bu��er shall pay and
satisfi� any judament; award or decree that may be rendered aeainst Cit}� or its directors,
officials; officers, emplo}�ees, aeents and/or ��olunteers and pa}� anp and all related legal
eapenses and costs incurred by each of them.
(ii) Insurance Proceeds. Buyers oblieation to indemnifi� shall not be restricted to insurance
proceeds, if an}�. recei��ed by the Ciq�; its directors, officials, officers; employees, agents;
and/or�-olunteers.
(iii)Declarations. Buyer's obligations under Section 1�(d) shall not be limited by any prior
or subsequent declaration b}� or to the Bu��er.
(iv)Enforcement Costs. Buyer a�rees to pay any and all costs Cit�- incurs enforcing the
indemnity and defense provisions set forth in Section 14(d).
(��) Sun�ival. Bu}�ers obli�ations under Section l4(d) shall survi��e the termination of this
Aereement.
(vi)No Alteration of Other Oblisations. This Section 14(d) shall in no way alter, affect or
modifi� anv of the Bu��er s other oblisations and duties under this Aereement.
1�. Seller's Co�'enants durina Escro�c Period.
(a) A'ew Liens or Encumbrances. Seller shall not further encumber or place an�� further liens or
encumbrances on the Properq� from the Effecti��e Date and durine the Escro��� period to the
Closine Date ���ithout the express; prior writte❑ authorization of Bu��er in its sole and
complete discretion. Further, if the Bu��er does consent to a ne��� lien or encumbrance, then
13
19-19
such lien or encumbrance on the Property shall not survive the Closine Date, including, but
not limited to, right of entry, covenants, conditions, restrictions, easements, liens, options to
purchase; options to lease, leases; tenancies; or other possessory interests or rights of use or
rights oF entry relating to or affecting the Property without the prior written consent of Buyer
���hich consent may be withheld by Buyer in its sole and complete discretion.
(b) Hazardous Materials. Seller shall not cause or permit the presence; use, generation, release,
discharge; storage, or disposal of any Hazardous Materials on, u�der, in, or about, or the
transportation of an}� Hazardous Materials to or from, the Properh; provided, ho���e��er, the
foregoing shall not apply to Hazardous Materials that migrate onto the Property from other
property or from sources other than Seller or a party acting under the direction or control of
Seller or Hazardous Materials present on the Effective Date of this Agreement. Seller shall
comply with all applicable Environmental Laws in Sellers use; o���nership and operation of
the Property.
(i) As used in this Agreement, the term "Hazardous Materials'"or "Hazardous Material"
shall mean any substance, material, or H�aste which is, or becomes, re2ulated by any local
governmental authority, the State, or the United States Govemment, including, but not
limited to, any material or substance which is (i) defined as a `hazardous waste,"
"extremelv hazardous waste," or "restricted hazardous waste" under Sections 25115.
25117 or 2�122.7, or listed pursuant to Section 25140 of the Califomia Health and Safety
Code, Division 20, Chapter 6.� (Hazardous Waste Control Law), (ii) defined as a
"hazardous substance" under Section 25316 of the California Health and Sa£ety Code,
Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act),
(iii) defined as a "hazardous material, ' `hazardous substance;" or "hazardous waste"
under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95
(Hazardous n9aterials Release Response Plans and Inventory), (iv) defined as a
"hazardous substance" under Section 25281 of the California Health and Safety Code,
Division 20, Chapter 6J (Underground Storage of Hazardous Substances), (v)petroleum,
(vi) friable asbestos, (vii) lead based paint (viii)polychlorinated biphenyls, (ia) methyl
tertiary buty] ether, (x) designated as `'hazardous substances" pursuantto Section 311 of
the Clean Water Act (33 U.S.C. §1317), (xi) defined as a "hazardous waste" pursuant to
Section ]004 of the Resource Consen�ation and Recovery Act; 42 U.S.C. §§6901, et seq.
(42 U.S.C. §6903) or (xii) defined as "hazardous substances" pursuant to Section 101 of
the Comprehensive Environmental Response, Compensation, and Liability Act, 42
U.S.C. �§9601, et seq.
(ii) As used in this Agreement, the term "Environmenta] LaH�s ' shall mean any state or local
law, statute, ordinance or regulation periaining to environmental regulation,
contamination or cleanup of any Hazardous Materials, including, without limitation: (i)
Sections 25115, 25117, 25122.7 or 25140 of the Califomia Health and Safety Code,
Division 20, Chapter 6.5 (Hazardous Waste Conirol Law); (ii) Section 25316 of the
California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner
Hazardous Substance Account Act), (iii) Section 25501 of the California Health and
Safety Code, Division 20, Chapter 6.95 (Hazardous A4aterials Release Response Plans
and ]m�entory); (iv) Section 25281 of the California Health and Safety Code, Division 20;
Chapter 6.7 (Underground Storage of Hazardous Substances), (v) Section 311 of the
Clean �6rater Act (33 U.S.C. Section 1317), (vi) Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq. (42 U.S.C. Section
14
19-20
6903), (vii) Section 101 of the Comprehensi��e Em�ironmental Response; Compensation
and Liability Act, 42 U.S.C. Sections 9601 et seq., or (��iii) an�� state or federal lien or
"superlien' law, an}�environmental cleanup stamte or rewlation; or an}�permit, appro��al;
authorization license, variance or permission required by an}� govemmental authorin�
havine jurisdiction.
16. Default and Remedies.
(a) Seller Default The term "Seller Defaulr' shall mean Seller's failure to timely perform a.
material oblieation of Seller under this A�reement prior to the earlier of five (�) business
davs folloH�ing written notice from Buyer describing Sellers failure to perform or prior to
Closine. In the e��ent of a Seller Default, Bu��er, as its sole and e�clusi��e remedies: (i) may
terminate this Aareement by deli��ery of���itten notice of termination to bu}�er and escro���
holder, and this Aereement and the riehts and obligations; other than those riehts and
obligations that ezpressly sun�i��e the termination of this Agreement; of the Bu��er and Seller
hereunder shall terminate or(ii) specifically enforce Sellers perfonnance.
Seller`s Initials: Bu��ers Initials:
(b) Bu��er Default. The term "Bu��er Default' shall mean Bu}�er`s failure to timel�� perform a
material obligation of Buyer under this A�reement prior to the earlier of fi��e (�) business
days followine ��ritten notice from Seller describing Buyers failure to perfortn or prior to
Closine. ln the event of a Buver Default. Seller, as its sole and e�clusive remedy; ma}�
terminate this Aereement.
Seller s Initials: Bu��er's Initials:
17. General Pro�-isions.
(a) Notices. All notices; demands, requests or other communications required or permitted
hereunder (collectivel�=; "I�TOtices') shall be in w�ritine, shall be addressed to the recei��ine
pam�; and shall be personally deli��ered; sent by ovemieht mail (Federal Express or another
carrier that pro��ides receipts for all deli��eries); or sent by certified mail, postage prepaid;
, retum receipt requested, to the address listed belo���:
Ifto Seller. Cit�� ofChula Vista
276 Fourth Avenue. Chula Vista CA 91910
Attention: Eric Crockett
If to Buyer. Land De��elopers Associates Corporation
16027 Ventura Bl��d. Suite 60�. Encino. CA 91436
Attention: Daniel Sineh
1�
19-21
All Notices shall be effective upon receipt at the appropriate address. Notice of chanee of
address shall be given by written Notice in the manner detailed in this Section. Rejection or
other refusa] to accept or the inability to deliver because of changed address of which no
Notice in accordance with this Section was given shall be deemed to constitute receipt of
such Notice. The providing of copies of Notices to the parties' respective counsels is for
information only. is not required for valid Notice and does not alone constitute Notice
hereunder.
(b) Brokers. Buyer and Seller each represent to the other that no brokerage commission,
finder's fee or other compensation of any kind is due or owing to any person or entity in
connection with this Agreement. Each party agrees to and does hereby indemnif}� and hold
the other free and harmless from and against any and all costs, liabilities or causes of action
or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise,
claiming throu�h, under or by reason of the conduct of the indemnifying party in connection
with this Agreement.
(c) Waivers and Consents. Each provision of this Agreement to be performed by Buyer and
Seller shall be deemed both a covenant and a condition and shall be a material consideration
for Seller's and Buyer's performance hereunder, as appropriate, and any breach thereof by
Buyer or Seller shall be deemed a material default hereunder. Either party may specifically
and expressly waive in writing any portion of this Agreement or any breach thereof, but no
such H�aiver shall constitute a further or continuing waiver of a preceding or succeeding
breach of the same or any other provision. A waiving party may at any time thereafrer
require further compliance by the other party with any breach or provision so waived. The
consent by one party to any act by the other for which such consent was required shall not be
deemed to imply consent or waiver of the necessity of obtaining such consent for the same or
any similar acts in the future. No waiver or consent shall be implied from silence or any
failure of a party to act, except as otherN�ise specified in this Agreement. All rights;
remedies, undertakings, ob]igations, options, covenants, conditions and agreements contained
in this Agreement shall be cumulative and no one of them shall be esclusive of any other.
(d) Construction. The parties acknowledee and agree that (a) each party is of equal bareainine
strength; (b) each party has actively participated in the drafring, preparation and negotiation
of this Agreement; (c) each party has consulted with such party's oH�n independent counsel
and such other professional advisors, if at all, as each party has deemed appropriate, relating
to an}� and all matters co�templated under this Agreement; (d) each party and such party's
counsel and ad��isors; if so elected by the parq�, have reviewed this Agreement (e) each parq�
has agreed to enter into this Agreement following such review and the rendering of such
advice, if so elected by the party; and (fl any rule of construction to the effect that
ambiguities are to be resolved against the drafring parties shall not apply in the interpretation
of this Agreement, or any portions hereof; or any amendments hereto.
(e) Cooperation. Buyer and Seller agree to eaecute such instruments and documents and to
diligendy undertake such actions as may be required in order to consummate the purchase
and sale herein contemplated and shall use all reasonable efforts to accomplish the Closi�2 in
accordance with the provisions hereof.
(� Attorne��'s Fees. In the event any declarator}� or other legal or equitable action is instituted
behveen Seller, Buyer and/or Escrow Holder in connection with this Agreement, then as
16
19-22
betw�een Buver and Seller the prevailing pam� shall be entitled to recover from the losin�
pam all of iu costs and eapenses including court cosu and reasonable attomey's fees: and all
fees; costs and expenses incurred on am� appeal or in collection of any judgment.
(g) Time. Tune is of the essence of every provision herein contained. In the computation of am�
period of time pro��ided for in this Agreement or b�� la�v, the dav of the act or event from
�a�hich said period of time runs shall be escluded. and the last dav of such period shall be
included, unless it is a Saturday, Sundav, or leeal holiday; in H�hich case the period shall be
deemed to run until �:00 p.m. of the ne�t day that is not a Saturda��, Sunda��: or leeal holida��.
Except as otherwise espressly provided herein, all time periods espirin� on a specified date
or period herein shall be deemed to etpire at >:00 p.m. on such specified date or period.
(h) Counterparts; Facsimile Signatures. This Aareement may be executed in multiple
counterpaRS, each of �vhich shall be deemed an orieinal; but all of ���hich, toeether, shall
constitute but one and the same insvument. A facsimile sienature shall be deemed an
orieinal sienature. -
(i) Captions. An}� captions to, or headings of; the sections or subsections of this Aereement are
solel�� for the com�enience of the parties hereto. are not a part of this A2reement; and shall
not be used for the interpretation or determination of the ��alidity of this Aereement or any
provision hereof.
(j) No Obligations to Third Parties. Except as othenvise expressly pro��ided herein the
e�ecution and deli��ery of this A�reement shall not be deemed to confer an�� rights upon, nor
oblieate any of the parties to this Agreement to; any person or entin� other than the parties
hereto.
(k) Amendment to this Agreement. The terms of this Aereement may not be modified or
amended except by an instrument in writing execu[ed by each of the parties hereto.
(I) Agene}• Designee Authorih�. The Agenc}� may desienate a representati��e and 2rant such
representative the authorih� to sign closin� documents. issue interpretations. waive
provisions, and enter into amendments of or supplements to this Agreement on behalf of
Aeenc}�, so lon2 as such actions do not substantially or substantivelv change the terms and
conditions of the purchase and sale of the Property as set forth herein and as agreed to b}�the
Aeenc}� in its approval of this Aereement. All other���ai��ers or amendments shall require the
consideration and ���ritten consent of Aeency's governin2 board.
Agency Designee:
(m)Applicable La���. This Aereement shall be eo��erned by and construed in accordance with
the la���s of the State of California.
(n) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein
b}�this reference for all purposes.
Eshibit A Legal Description
17
19-23
Eshibit B Grant Deed
Exhibit C FIIZPTA Certificate
(o) Entire Agreement. This Agreement supersedes any prior agreements, negotiations and
communications, oral or written, and contains the entire agreement between, and the final
eapression of; Buyer and Seller with respect to the subject matter hereo£ The parties hereto
eapressly aeree and confirm that this Agreement (along ��ith the Interim Operating
Agreement and the Exhibits hereto) is executed without reliance on any oral or written
statements, representations or promises of any kind, which are not eapressl}� contained in this
Agreement. No subsequent agreement, representation or promise made by either party
hereto, or by or to an employee, officer, aeent or representative of either party hereto shall be
of any effect unless it is in writing and executed by the party to be bound thereby.
(p) Successors and Assigns. This Aereement shall be binding upon and shall inure to the
benefit of the permitted successors and assigns of the parties hereto.
(q) Assignment. Buyer may assign its rights under this Agreement; subject to Seller's
reasonable appro��al.
(r) Like-Kind Exchange. If either party desires to enter into a like kind exchange pursuant to
Interna] Revenue Code Section 1031, the other party agrees to reasonably cooperate with
' same, provided that the party desiring such exchange bears all costs related thereto.
[THE SIGNATURE PAGE FOLLOWS]
18
19-24
SIGNATURE PAGE TO
RE:�L PROPERTI' PURCFLASE AGREEn7ENT
a�Tn
JOINT ESCROVI' INSTRUCTIONS
L\' �i'ITNESS �VHEREOF; the parties hereto ha��e executed this Real Propem�Purchase
Aereement and Joint Escrow Instructions as of the day and year 5rst���ritten abo��e.
"SELLER"
Successor Aeency to the Former Redevelopment
A�ency of the City of Chula Vista
Bv:
[INSERT]
"BU1'ER"
Land De��elopers Associates; Inc.
B�•:
Daniel Siogh
APPROVED AS TO FORA'I:
Cit�•Attomev
19
19-25
Acceptance by Escrow Holder:
� �, on behalf of Escrow Holder, hereby acknowledees that Escrow Holder has
received a fully executed copy of the foregoing Purchase and Sale Ageement and Joint Escrow
Instructions by and betw�een Successor A2ency to the Former Redevelopment Agency of the City of
Chula Vista, as Seller, and, Land Deve]opers Associates, Inc., as Buyer, and agrees to act as Escrow
Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to
Escrow Holder.
Dated: , 201 ]
[NAM�AND COMPANY]
Escro���Holder
19-26
Exhibit A
"Legal Description"
19-27
O1-0261571
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California,
County of SAN DIEGO, and is described as follows .
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER
OF QUARTER SECTION 161 OF RANCHO DE LA NACION, IN THE CITY OF
CHULA VISTA, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO. 166 , FILED MAY 11, 1869; IN THE
OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY, DESCRIBED AS
FOLLOWS :
COMMENCING AT A PORTION ON THE SOUTHERLY LINE OF SAID QUARTER
SECTION 161, DISTANT ALONG SAID SOUTHERLY LINE NORTH 72°06 ' 38"
EAST 20 . 00 FEET FROM A SPIKE MARKING THE SOUTHWESTERLY CORNER
OF SAID QUARTER SECTION 161, SAID POINT ALSO BEING ON THE
EASTERLY LINE OF THAT 40 FOOT RAILROAD RIGHT OF WAY AS DESCRIBED
IN DEED TO CORONADO RAILROAD COMPANY, RECORDED DECEMBER 29,
1894 IN BOOK 236, PAGE 167 OF DEEDS OF SAID COUNTY; THENCE ALONG
SAID RAILROAD RIGHT OF WAY LINE NORTH 17°42 ' 25" WEST 40 . 00 FEET
TO A POINT ON THE NORTHERLY LINE OF THAT 40 FOOT WIDE STRIP OF
LAND AS RESERVED FOR A PUBLIC ROAD IN DEED TO GREGG ROGERS,
RECORDED OCTOBER 11 , 1922 IN BOOK 915, PAGE 60 OF DEEDS OF SAID
COUNTY; THENCE ALONG SAID RAILROAD RIGHT OF WAY LINE NORTH
17°42 ' 25" WEST 624 . 14 FEET TO TAE NORTHERLY LINE OF SAID
SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF QUARTER SECTION
161; ALONG LAST SAID NORTHERLY LINE NORTH 72°06 ' 24" EAST, 52 . 00 '
FEET TO THE POINT OF BEGINNING; LEAVING LAST SAID LINE SOUTH �
17°42 ' 25" EAST 586 . 17 FEET; THENCE SOUTH 68°17 ' 41" EAST 26 .22
FEET; THENCE NORTH 68°15 ' 12" EAST 217 . 52 FEET; THENCE NORTH
11°12 ' 13" WEST, 55 . 28 FEET; THENCE NORTH 17°11 ' S5" WEST . 533 . 38 "
FEET TO THE SAID NORTHERLY LINE OF THE SOUTHWEST QUARTER OF THE I
SOUTHWEST QUARTER OF QUARTER SECTION 161; THENCE ALONG SAID �'
NORTHERLY LINE SOUTH 72°06 ' 34 " WEST TO THE TRUE POINT OF I�,
BEGINNING.
� i
APN: 565-310-09
End of Legal Description ; �
�
i
�
�,'
�,
i'
I:
�i
�;
19-28
01-0261570
LEGAL DESCRIPTION
The laad referred to herein is situated ia the State o= California,
Cou�ty o� SAN DI�'GO, and is described as �ollows .
F?,L TFAT PORTION OF ^1HE NORTf?WE$m QUARTER Or TFir", SOUTh�i+iEST �
QUARTER OF QUA,RTER SECTION 161 Or RANCEO DE LA NAC_ON, SN THE �
CITY OF CHLZ,A VISTA, IN THE COUNTY Or SAN DIEGO, STATE OF I
CALIFORNIA, PCCORDSNG TO MAP TI��REOF NO. 166, BY MO?,RIi,L,. £ILED �
iN THn OFrICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY �
11, 1869, LYING W�SYBRLY OF THE WEST�RLY LINE OF PARCnL 1 OF �
L.T�ND CON'VEYED TO TfE STAT� OF CALrFORNIA BY DEED RBCORD�D MAY '
29, 1969 AS DOCUI��NT NO. 95061 OF OFFICIAL RECO?2�S Or SAID
COII?dTY. '
I
SAID PP.RCEL BEING DESCRIBED AS FOLLOWS : i
COMN?�NCING AT THE NORTHWEST CORNER Or SAID NORTHW�ST QUARTER; �
THENCE NORTH 72°OS ' 17" EPST 325 . 89 rBET TO THE TRiJ�' POINT OF '
B�GINNING; THENCE -1- SOUTHERLY r^BOM A TANGENT BP�TZING SOUTH
18°08 ' 34" EAST ALONG A CURVE CONCAVE TO THE WEST HAVING A
.�'_DIUS Or 1688 . 30 FEET THROliGH A C�NTRP.L ANGLB O� 0°56 ' 35" A
DISTPNCE OF 27 . 82 FEET; THENCE -2- TPNGENT TO SAID CURVE SOUTH
17°11 ' S5" EAST 636 .20 FEET TO TEiE SOUTHERLY LINE OF SAID "
NORTHWEST QUARTER; THENCE -3- ALONG SAID SOUTI?ERLY LINE NORTH
72°06 ' 34" EAST 126 . 30 FEET TO THE W�STERLY BOUNDARy OF THAT
P%nT OF SAID NORTHWEST QUARTER GRANTED TO TIiE STATE OF
('AT.IFORNIA BY DEED RECORDED AS DOCUMENT NO. 57993 ON JUNE 20, �
1949 IN 300K 3242, PAGE 128 OF OrFICZPL RECORDS OF SAID COUNTY; !
THENCE -a- AI,ONG SP_ID WESTERLY BOUNDARY, NORTHE?,LY FROM A �
TANGENT BEARING NORTH 14°20 ' 28" WEST ALONG A CURV�' CONCAVE TO �
TEE WEST, HAVING A RADIUS OF 1960 . 00 FEET TI�ROUGH A CENTRAL '
�
ANGLE OF 03°23 ' 29" A DISTANCE Oc 116 . 01 FEET; THENCE -5- �
CONTZNiiING ALONG SAID WESTERLY BOUNDARY NORTH 17°43 ' 29" WEST �
5a7 . 97 FEET TO TFiE SP.ID NORTIiERLY LINE OF SAZD NORTF?WEST
QUAnTER; THENCa -6- AI,ONG SAID NORTHERLY LINE SOUTH 72°08 ' 18" '
W�ST 123 . 85 rEET TO THE TRUE POINT Or^ BEGINNING.
EXCEPTING THE WESTERLY 72 . 00 FEET Or SAID NORTHWEST QUFI2TER OF
THE SOIITIiWEST QUF�TErZ OF QUARTER SECTION 161 .
PPN: 565-310-25
End of Legal Description '
t
19-29 �
E�ibit B
"Grant Deed"
(will be provided with signed agreement)
19-30
E�ibit C
"FIRPTA"
(will be provided with signed agreement)
19-31
I
SUCCESSOR AGENCY
RESOLUTION NO.
RESOLUTION OF THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY FOR THE CITY OF CHULA
VISTA APPROVING A PURCHASE AND SALE AGREEMENT
WITH LAND DEVELOPMENT ASSOCIATES TO SELL
ASSESSOR PARCEL NO.`S 56�-310-09 AND 565-310-25 POR
$315,000 DOLLARS PLUS DUE DILIGENCE AND CLOSING
COSTS
WHEREAS, the City of Chula Vista (City) and the San Diego Unified Port District
(District), in a collaborative effort with the community began workin� on a comprehensive Chula
Vista Bayfront Master Plan in 2002; and _ _
WHEREAS, on May 18 2010; the District and City adopted the Final Environmental
Impact Report (UPD# 833-EIR-658; SCH No. 2005081077) for the Chula Vista Bayfront Master
Plan; and
WHEREAS; assessor parcel 565-�10-09 and 565-310-25 are identified as being allo���ed
to be developed with up to 1400,000 square feet of office; and
WHEREAS, the former Redevelopment Agency of the City of Chula Vista purchased the
property to remove blight from the Bayfront Redevelopment Project Area
WHEREAS, the passage of AB26X and AB1484 passed by the legislature on .iune 23,
2011 and June 27, 2012 respectively required the former Redevelopment Agency to dispose of
land fonnerly owned by the Agency; and
WHEREAS, AB1484 requires the preparation of a Long Range Property Management
Plan (LRPMP) to be submitted to the Department of Finance (DOF) identifying ho�v the
successor agency will dispose of the former assets of the Redevelopment Agency; and
WHEREAS; the above referenced parcels have been identified by the Successor Agency
as parcels that should be disposed of; and
WHEREAS, an unsolicited offer of$315,000, based on an appraised value, was received
by Land Development Associates; and
WHEREAS, staff currently awaits the review and approval of the submitted LRPMP
from the DOF so this property can be disposed and the funds returned to the appropriate taaing
entities.
1:Wttomer\FINAL RESOS AND ORllI1ANCES\20I3U 1 19 13Vteso-SA sale of property-FINAL.docx
11/13/2013 3:�5 PM
19-32
Resolution No.
Pa�e 2
NO«', THEREFORE; BE IT RESOLVED by the Successor A�ency to the former
Rede��elopment Agenc}� of the City of Chula Vista, that it appro�es the Purchase and Sale
AQreement, bet��een the Successor .Aeenc�� and Land Development Associates; in the form
presented, as mav have been modified by the Successor Aeencv prior to its approval and �vith
such minor modifications as may be required or approved by the City Attomey; a copv of«�hich
shall be kept on file in the Office of the Cit}� Clerk and authorizes and directs the Citv A4anager
or his desineee to e�ecute same."
Presented by Approved as to form b}�
f
/
Kellv Broughton �Glen R. G ein '
Development Services Director City Atto�ney - '
J:Wttomey�FINA1.RESOS AND ORDI\.4NCES�2013U 1 19 13Uteso-SA sale of propert��-FINAI..doca
� 1 UI3/?013 3:55 P�1
19-33
` Z�--�� /�/o. /9
,. �2ec��'v�i i��i � ��3
REAL PROPERTY PURCHASE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
SELLER: Successor Agency to the Former Redevelopment Agency
of the City of Chula Vista
B[JYER: Land Developers Associntes Corporation
DATED: November 19, 2013
BAS[C TERMS
ElTective Date: The etTective date shall be deemed to be December 2,2013
Property: Real property generally known as: Assessor Parcel No.' S65-
310-09 and 565-310-25
Seller. Successor Agency to the Redevelopment Agency for the City
ofChula Vista
Seller's Address: 276 Fowth Avenue,Chula Vista CA 91910
Buyer. Land Developers Associates Corporation, a California
Corporation
Buyer's Address: 16027 Ventura Blvd #}604, Encino, CA 91436
Purchase Price: S315,000.
Outside Closing Date(or Closing) May 19, 2014
Tide Company Fideliry National Title
1300 Dove Street, Suite 310
Newport Beach, CA 92660
Title Officer—Reda Garcia
I
DOCSOG 1494?29v3/024212-W OS
REAL PROPERTY PURCHASE AGREEhiENT
AND
JOINT ESCROWINSTRUCTIONS
This REAL PROPERTY PURCHASE AGREEMENT AND JOIN'f ESCROW
INSTRUCTIONS ("AgreemenC') dated November 19, 2013, for reference purposes only, is by and
between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY For THE CITY OF
CHULA VISTA, a Califomia Rede��elopment Agency ("Agency" or"Seller"), and Land Develope�s
Associates Corporation, a Califomia Corporation, ("Buyer') for the acquisition by Buyer of all of
Seller's interes[s, tangible and intangible, in that certain Property defined and described below. The
Effective Date shall be the date on which the Agency's goveming body duly considered took action
to approve, and duly executed this Agreement.
RECITALS
WHEREAS, Seller owns fee title to certain vacant and undeveloped real property Iceated in
the City of Chula Vista, Califomia, commonly identified as San Diego County Assessor's Pareel
No.'s 565-310-09 and 565-310-25 ("Properry"). The Property is legally described in Exhibit A and
depicted in Exhibit B,both attached hereto and incorporated herein by these references.
WHEREAS, Buyer desires to purchase the Property and has made a bona fide ott'er to the
Agency to purchase the Property, and;
WHEREAS, subject to the tertns and conditions herein, Agency desires to sell the Property to
Buyer.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:
1. Purchase and Sale. Seller hereby agrees to sell the Propeny to Buyer, and Buyer hereby agrees
to purchase the Property from Seller, on the tertns and conditions se[ forth in this Agreement.
Seller shall convey to Buyer fee simple, marketable title with the condition of tide for the
Property meeting the requirements of Section 3 herein for which Seller is responsible. The tertn
"PropeRy"is defined inclusively and collectively for and under this Agreement as the following:
(a) The fee interest in the Property;
(b) All improvements, if any, to the Property;
(c) All of Seller's rights, privileges, easements, licenses and interests, both tangible and
intangible, appurtenant to the Property. "Propen�' shall be deemed to include, without
limitation, all royalties, minerals, oil and gas rights and profits, water and water rights
{whether or no[ appurtenant)derived from the Property that are owned by Seller;
(d) All moveable and immovable personal property, equipment, supplies, fumiture, and fixtures
owned by Seller and located a[the Property, if any, as of Closing, and
�
DOCSOC/1494229v3l0?4?I?-0005
(e) All licenses, pertnits, authori�ations and approvals issued by govemmental authorities with
respect to the Property nnd the improvements thereon.
2. Purchase Price and Pavment of Purchase Price.
(a) All Ioclusive Purchase Price. The Purchase Price for the Property shall be the sum of Three
Hundred Fifteen Thousand Dollars ($315,000). The purchase price to be paid by Buyer
pursuant to this Section is hereinafter referred to as the "Purchase Price." Said Purchase
Price shall be based on an approved appraisal dated April 4th, 2013, conducted by The Catlin
Company of San Diego, CA.
(b) Payment of Purchasc Price. Buyer shall pay Purchase Price in accordance with the Escrow
Inswctions.
3. Escrow and Title Matters.
(a) Escrow and Closing.
(i) Openine of Escrow. For the purposes of this Agreement, ihe escrow ("Escrow") shall be
deemed opened("Opening of Escrow")on the date that Escrow Holder receives a copy of
this Agreement fully executed by Seller and executed and attested by Buyer. Buyer and
Seller shall use reasonable eti'orts to cause the Opening of Escrow �o occur on or before 5
business days aRer the E(Tective Date. Escrow Holder shall promptly notify Buyer and
Seller in writing of the date oC the Opening of Escrow. Buyer and Seller agree to
execute, deliver and be bound by any reasonable or customary supplemental Escrow
inswctions or other instruments reasonably required by Escrow Holder to consummate
the transaction contemplated by this Agreement; provided, however, that no instrument
shall be inconsistent or in contlict with, amend or supersede any portion of this
Agreement. If there is any conflict or inconsistency between the �erms of an instrument
and the terms of this Ageement, then the tertns of this Ageement shall control. Without
limiting the generality of the foregoing, no instrument shall extinguish any obligations
imposed by this Agreement or any other contract between Seller and Buyer.
(ii) Closine. For purposes of this Agreement, the "Closing" or "Closing Date" shall be
the date the Grant Deed (as defined below) is recorded pursuant to applicable law in
the Official Records of San Diego County. Unless changed in writing by Buyer and
Seller, the Closing shall occur on or before the 60i° calendar day following the last
day of the Due Diligence Period identified in Section 6(a) ("Outside Closing Date").
If the Closing has not, for any reason, occurred by the Outside Closing Date (as it
may be extended pursuant to the immediately preceding sentence), then either Buyer
or Seller may terminate this Agreement by delivering written notice to the other at
any time aRer the Outside Closing Date; provided, however, that if there is a Seller
DeFault or a Buyer Default under this Agreement at the time of the termination, then
the tertnination shall not affect the rights and remedies of the non-defaulting party
against the de1'aulting party. If neither party so elects to terminate this Agreement
and the Escrow, Escrow Holder shall close the Escrow as soon thereafter as Buyer's
and Seller's Conditions Precedent to Closing are satisfied pursuant to Sections 7(a) -
and 7(b)of this Agreement.
3
I
(b) Title Mntters.
(i) Buver's Title Policv. Concurrently with the Closing, the Title Company shall issue lo
Buyer a 2006 CLTA or ALTA, at the option o1'Buyer, owner's policy of title insurance
(amended 6/17/06) without artiitration provisions in the amount of the Purchase Price,
showing fee title to the Property vested solely in the Buyer, with all property taxes and
assessments shown as paid, The premium for the Buyer's Title Policy and any
endorsements required by Seller and Buyer shall be charged [o Buyer as described in
Section I 1, subdivisions(a) and (b). Buyer may require, as a Buyer's Condition
Precedent to the Closing, that Seller execute an estoppel agreement and/or a
subordination agreement in a form acceptable to Buyer, confirming that, as of the
Closing, (a) the Seller shall have no further interest in the Property or any portion thereof
or any improvements thereon.
(ii) No New Liens or Exceotions. Buyer hereby objects to any and all liens and exceptions to
title not shown on the Title Report. Further, during the period wmmencing on the
EfFective Date and continuing until the Closing, Seller agrees it shall not cause any new
' ' or modified lien or encumbrance to title to become of record against the Property, unless
such lien or encumbrance is approved in writing by Buyer. Each and every new lien or
encumbrance shall be subject to Buyer's prior written consent and unless and until
approved by Buyer shall be deemed a disapproved exception to title that shall be removed
by Seller at Seller's sole cost as a condition [o Closing.
4. Seller's Dcliverv of Prooertv Documents.
(a) Seller's Delivery af Property Documents. Within 5 days afler the Ef£ective Date, Seller
shall deliver to Buyer complete, true, and legible coPies of the following items (collectively,
"Property Documents"):
(i) Copies of tax bills, including assessments, if any.
(ii) Proof of Sellers' authoriry and authorization to enter in[o this Agreement and to
consummate this transaction as may be reasonably requested by Buyer and the Title
Company.
(iii)Each and every contract, agreemen[, license and lease relating to and/or affecting the
Properly, specifying which oC such contracts, agreemenu, licenses, and/or leases are
anticipated to bind Buyer or atTect the Property following the Close of Escrow, if any,
with the exception of the Title Repori which shell be handled as set forth in Section 3(b).
(b) Property Documents delivered to Buyer as of EffecHve Date. As oC the r.fi'ective Date,
Seller has delivered to Buyer the following Propeny Documents:
(i) The Title Report
5. Buver's Rieht of Entrv and Tests of Propertv. From and aRer the E(Tective Date through the
earlier to occur oC the termination oC this A�eement or the Closing Date, Seller shall permit
4
I
Buyer and Buyer's employees, ngents, Buyers and contractors to enter upon the Property during
normal business hours,provided 24 hours prior notice has been given to Seller, for the purpose of
conducting any physical and legal inspections, investigations, assessments, iests, and studies as
Buyer in its sole discretion elects to make or obtain, including, but not limited to, investigations
with regard to zoning, building codes and other govemmental regulations; engineering tests;
surveying; soils, seismic and geologic reports; environmental audits, inspections and studies;
environmental investigation or other invasive or subsurCace testing; and any other physical or
legal inspections and/or inves�igations, including without limitation the presence, releasc, and/or
absence of adverse soils conditions, adverse groundwater conditions, asbestos, lead based paint,
and/or Ha�ardous Materials, as hereinafter more fully defned and described (collectively,
•`Tests").
(a) Conditions to Right of Entry for Tests. As a condition to conductins any Tests, Buyer
shall (i)prior to entry, notify Seller not less than 24 hours in advance of the ptupose of the
intended entry and provide to Seller the names and affiliations of the entity or person(s)
entering the Property; (ii)conduct all Tests in a diligent, expeditious and safe manner and not
al(ow any dangerous or hazardous conditions to occur on the Property; (iii)comply wilh
applicable laws and govemmental regulations in conducting such Tests; (iv) keep the
Property free and clear of materialmen's liens, lis pendens and other liens arising out of entry
onto the Property for such Tes�s performed by or on behalf of Buyer; (v) Buyer to maintain,
or Buyer to cause to be maintained by Buyer's contractor{s), workers' compensation
insurance on all persons entering the Property for such Tests in the amounts required by the
State of California; (vi) Buyer to maintain, or Buyer to cause to be maintained by Buyer's
contractor who will be entering the Property, commercial general liability insurance policy
with a financially responsible insurance company {or as to Buyer its membership in a joint
powers insurance authoriry with comparable coverage) covering any and all liability of Buyer
and its agents, contractors, Buyers and employees, with respect �o or arising out of the Tests
conducted at the Propetty, written on a per occurrence and not claims made basis in a
combined single limit of not less than One Million Dollars (51,000,000); and {vii)promptly
repair any and all damage to the Property from such Tests caused by Buyer, its agents,
employees, contraccors, or Buyers and retum the Property to i[s original condition (subject to
the Tests conducted) following Buyer's entry. Buyer shall indemnify, defend, and hold
harmless Seller and its agents from and against any and all loss, cost, liability or expense
(including reasonable anomeys' fees) arising from the entry(ies) of Buyer, its agents,
contractors, Buyers, and employees upon the Property for and related to such entry and Tests
or Gom Buyer's Cailure to comply with the conditions to Buyer's entry onto the Property for
such Tests. Such indemnity shall survive the Close of Escrow or the tertnination of this
Agrcement for any reason, but shall be limited to actions and inactions arising fi-om and
related to such entry onto the Propeny and/or the Tests.
6. Due Dilieeocc.
(e) Buyer's Due Diligence Period. Buyer shall have a period of ninety(90)calendar days from
the EfT'ective Date of this Agreement to conduct its due diligence with respect to the Property
and detertnine whether it elects to tertninate this Agreement pursuant ro section 6(b)(i)].
(b) Buyer's Right to Terminute. The Buyer shall have the right to tertninate this Agreement on
or before ten (10) calendar days following the tertnination of the due diligence period by
providing the Agency with a written notice of ils exercise of this provision to tertninate.
5
(i) In the event that Buyer fails to deliver such notice, then such Cailure shall be deemed
Buyer's election not to terminate this Agreement.
7. Conditions Precedent to Close of Escrow and Termination Riehts.
(e) Buyer's CondiHoas Precedent. The Closing and Buyer's obligation to buy the Property and
to consummale the [ransaction contemplated by this Agreement are subject ro the timely
satisfaction or wrinen waiver of the following conditions precedent (collectively, "Buyer's
Conditions Precedent") on or before the Closing Date or such earlier time as provided tor
herein, which are for Buyer's benefit only.
(1) No Tertnination as a Result of Buver's Due Diligence Review. This Agreement shall not
have tertninated pursuant to Section 6(b)(i) as a result of Buyer's review and inspection
of the Tide Repon, the Property Documents to, and/or the Tests on the Property.
(2) Seller Title. Seller shall have fee title to the Property.
(3) Buyer's Title Policv. The Title Company shall, upon payment of Title Company's
regularly scheduled premium, have agreed to provide Buyer's Title Policy for the
Propeny upon the Closing, in accordance with Section 3(a).
(4) Representations and Warranties. All representations and warranties of Seller contained in
this Ageement shall be we and correct in all respects as of the EtTective Date and as of
the Closing.
(5) No Seller Default. As of the Closing, there shall be no Seller Default under this
Agreement.
(b) Seller's CondiHons Precedent. The Closing and Seller's obligation to sell the Property and
consummate the transaction contemplated by this Agreement are subject to the timely
satisfaction or written waiver of the following conditions precedent (collectively, "Seller's
Conditions Precedenf') on or before the Closing Date or such earlier time as provided for
herein, which are for Seller's benefit only:
(1) No Buver Default. As of the Closing, there shall be no Buyer Default under this
Agreement.
(2) Reoresentations and Warranties. All representations and warranties of Buyer contained
in this Agreement shall be true and correct in all respects as of the EIT'ective Date and as
of the Closin�.
(3) Delivery of Funds and Documents. Buyer shall have delivered all funds and documents
and other items described in Section 9.
(c) �Yaiver. Buyer may at any lime or times, at its election in its sole and absolute discretion,
waive any oPthe Buyer's Conditions Precedent set Conh in Section 7(a), but any such waiver
shall be efTective only if contained in a wriling signed by Buyer and delivered to Seller and
Fscrow Holder. Seller may at any time or times, at its election in its sole and absolute
discreiion, waive any of the Seller's Conditions Precedent set forth in Section 7(b)above, but
6
any such waiver shal► be effective only if contained in a writing signed by Seller and
delivered to Buyer and Escrow Holder.
(d) Termioetion. In the event that each of the Buyer's Conditions Precedent set forth in
Section 7(a) is not fulfilled by the Outside Closing Date, or such earlier time period as
provided for herein or waived by Buyer pursuant to Section 7(c), and provided there is no.
Buyer Default under this Agreement, Buyer may ot iu option tertninale this Agreement and
the Escrow opened hereunder. In the event each oC the Seller's Conditions Precedent set
forth in Section 7(b) is not fulfilled by the Outside Closing Date, or such earlier time period
as provided for herein or waived by Seller pursuant to Section 7(c), and provided there is no
Seller Default under this Ageement, Seller may at its option terminale this Agreement and
the Escrow opened hereunder. Notwithstanding the foregoing, if Escrow is nol in a position
to close due to a party's failure to deposit into Escmw any documents or funds required for
the Closing of Escrow, the non-defaulting party shall not have the right to tertninate this
Agreement without first having given the defaulting pany notice of the default and five (5)
days to cure the defaul[, with the understanding that it is the parties' desire that this
Agreement not tertninate as a result of a technicality such as a party's inadvertent failure lo
timely make a deposit of a document or money into Escrow. No termination under this
Ageement shall release either party then in default from liability for such default. In the
event this Agreement is terminated, (i) all documents and funds delivered by Seller to Buyer
or Escrow Holder shall be retumed immediately to Seller, provided there is no Seller Default,
and likewise(ii)all documents and funds delivered by Buyer to Seller or Escrow Holder shall
be returned immediately to Buyer.
(i) If Escrow Cails to close due to a parry's deCault or breach, ihe defaulting or breaching
party shall pay all Escrow Cancellation Charses. If Escrow fails to close for any other
reason, the Buyer shall pay all Escrow Cancellation Charges. The tertn "Escrow
Cancellation Charges" shall mean all fees, charges and expenses actually charsed by
Escrow Holder and the Title Company to the panies in connection with the cancellation
of the Escrow and the title order, if any.
8. Seller's Deliveries to Escrow Holder. At least two (2) business days prior to the Closing Date,
except as to possession of the Properry which shall be delivered as of Closing, Seller shall
deposit or cause to be deposited with Escrow Holder the following items, duly executed and,
where appropria�e, acknowledged:
(a) Grant Deed. The Grant Deed in the fortn attached hereto as Exhibit B ("Grant Deed"),duly
executed by Seller and acknowledged.
(b) Bill of Sale. If required by Buyer, the Bill of Sale, in the fortn attached hereto as Exhibit F,
duly executed by Seller, with a list of all FF&E relating to the Property
(c) Licenses, Certificates, and Permits. To the extent the same are within the actual or
conswctive knowledge of, or in the possession, custody or control of, Seller and are
applicable and/or transferable to Buyer, all original licenses, certificates and permits
pertaining to the Property and beneficial for, or necessary for, or affecting the use or
occupancy thereof.
7
(d) FIRPTA/fax Exemption Forms. 'fransferor's Certification of Non Foreign Status in the
fortn attached hereto as Exhibit C ("FIRPTA Certificate") (unless Seller is a "foreign
person;' as defined in Section 1445 in the Intemal Revenue Code of 1986), together with any
necessary tax withholding forms, and a duly executed Califomia Form 593-C, as applicable
("Califomia Exemption Certificate").
(e) Authority. Such proof of Seller's authoriry and authorization to enter into this Agreement
and to consummate this transaction as may be reasonably requested by Buyer and the Title
Company.
(� Further pocuments or ltems. Any other documents or items reasonably required to cause
the Closing of the transaction contemplated by this Agreemen[ as determined by the Escrow
Holder.
9. Buver's Deliveries to Escrow. At least two (2) business days prior to the Closing Date, Buyer
shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and
acknowledged, by Buyer as appropriate:
(a) Purchasc Price. The Purchase Price (as prnvided in Section 2), and uny additional funds
necessary to pay Buyer's Charges identified in Section 1 L [n the event Seller does not
qualiCy for an exemption from California withholding tax under Section 18662 of the
Califomia Revenue and Taxation Code, as evidenced by the delivery a[ Closing of the
Califomia Exemption Cenificete duly executed by Seller,Title Company shall withhold three
and one-third percent (3 1/3%) of the Purchase Price on behalf of Buyer for payment to the
Califomia Franchise Tax Board in accordance with Section 1 I(d) hereof. In the event Seller
is not exempt Gom such withholding or does not othenvise deliver the California Exemption
Certificate at Closing, Buyer shall execute and deliver three (3) originals of Califomia Form
597 ro TiQe Company at or immediately after Closing.
(b) Fioal Escrow InstrucHons. Buyer's final writlen Eurow inswctions to close Escrow in
accordance with the terms of this Agreement.
(c) Further pocuments or Items. Any other documents or items reasonably required to cause
the Closing of the vansaction con�emplated by this Ageement as detertnined by the Escrow
Holder.
10. Tax Adiustment Procedure. Escrow Holder is authorized and is instructed to comply with the
following tax adjusvnent procedure:
(e) Delinquent Taxes. Pay and charge Seller for any unpaid delinquen[ property taxes and/or
penalties and interest thereon, and for any delinquent assessments or bonds against the
Property.
(b) Proration. Escrow is not to be concerned with proration of Seller's taxes for the current
fiscal year. Seller's prorata ponion of taxes due at close of Escrow, shall be cleared and paid
by Seller, outside Escrow, punuant to provisions of Section 5082 through 5090 of the
Revenue and Taxation Code of the State of Califomia.
8
(c) Refund of Taxes. Afler the Closing of the Escrow, Seller shall have the right in Seller's sole
discretion to apply to the San Diego County Tnx Collec�or for refund of any excess property
taxes paid by Seller with respect to the Property, so long as no proration or credit for such
taxes was provided to Seller through the Escrow. This refund would apply to the period atter
the Closing Date and Buyer's acquisition of the Propeny pursuant to Revenue and Taxation
Code Section 5096.7.
11. Escrow Hoider Authorizetion. Escrow Holder is authorized to and shall pay, charge and
perfortn the Collowing:
(e) Buyer Charges. Charge Buyer for all Escrow fees, char�es and costs, including all charges
Cor recording the Grent Deed, transfer taxes, if any, and any additional title coverage
requested by Buyer, including the difi'erence between a CLTA standard owner's policy
(which CLTA policy and the endorsements described in Section 3(b)(i)) are and shall remain
Seller's Charges) and an ALTA extended owner's policy(collectively, "Buyer's Charges').
(b) Tax Requirements. Escrow Holder shall prepare and file with all appropriate governmental
or taxing authori[ies a unifortn settlement statement, closing statement;tax withholding forms
including an IRS 1099 S form, and be responsible for withholding taxes, if any such forms
and/or withholding is provided for or required by law.
(i) Califomia Withholdina. In the event Seller does not qualify for an exemplion from
Califomia withholding tax under Section 18662 of the Califomia Revenue and Taxation
Code ("Tax Code") as evidenced by the delivery to Buyer at Closing of the Califomia
Exemption Certificate duly executed by Seller, (i) Escrow Holder shall withhold lhree
and one-third percenl (3 I/3%) of the Purchase Price on behalf o(Buyer al Closing for
payme�t to the Califomia Fmnchise Tax Board in accordance with the Tax Code,
(ii)Buyer shall deliver three (3)duly executed originals of Califomia Form 597 to
Escrow Holder at or immediately alier Closing, (iii)two (2) executed originals of
Califomia Fortn 597 shall be delivered by Escrow Holder to Seller, and (iv)on or before
the 20th day of the month Collowing the month title to the Property is transferred ro Buyer
(as evidenced by the recording of the Grant Deed), Escrow Holder shall remit such funds
withheld from the Purchase Price, together with one (1) executed original of Califomia
Form 597 to the Califomia Franchise Tax Board on behalf of Buyer. Buyer and Seller
hereby appoint Escrow Holder as a reporting entiry under the Tax Code, authorized to
withhold and remit the withholding tax contemploted under the Tax Code, together with
such o[her documents required by the Tax Code (includin�, without limi[ation, Califomia
Form 597), to the California Franchise Tax Board.
(ii) FIRPTA Withholdine. If Seller is a "foreign person" under the Foreign Investment in
Real Properry Transfer Act or an exemption applies, the Escrow Holder shall deduct and
withhold Crom Seller's proceeds ten percent (10%) of the gross sales price and shall
othenvise comply with all applicable provisions of the Foreign lnvestment in Real
Property Act and any similar state act. Seller agrees to execute and deliver Exhibit E, as
directed by Escrow Holder, or any instrument, a(Tidavit, and statement, and to perfortn
any act reasonably necessary to comply with the provisions of the Foreign Investment in
Real Property Act and any similar state act and regulation promulgated thereunder.
9
(c) Closing Statement. Escrow Holder is instructed to prepare and provide copies of a proposed
closing statement and thereafter the final closing statement ("Closing StalemenC') to both
Seller and Buyer. Escrow Holder shall deliver the estimated Closing Statement to Seller and
Buyer no later than three(3) business days prior to the Closing Date.
(d) Escrow Holder Responsibility. T'he responsibility of the Escrow Holder under this
Agreement is limited to Sections 1 through 12, and l8(b) and (c), and to its liability under
any policy of tiQe insurance issued in regard to this transaction.
12. Closina Procedure. On the Closing Date, and provided all of the Buyer's Conditions Precedent
and Seller's Conditions Precedent set forth in Sections 7(a) and 7(b), respectively, of this
Agreement have been satisfied or waived in writing by the appropriate pany (per Section 7(c)),
Escrow Holder shall immediately close Escrow in the manner and order provided below.'
(s) Recording. Escrow Holder shall cause the Grant Deed to be recorded pursuant to applicable
law in San Diego County and obtain confortned copies thereof for distribution lo Seller and
Buyer.
(b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all charges to
Buyer and Seller and withhold funds pursuant to Section I l. The Purchase Price (less any
amounts required to be withheld as provided in Section 11(d)) shall be distributed by check
payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller
(and, in such event, in accordance with such instructions).
(c) Documents to Seller. Escrow Holder shall deliver to Seller, a conformed copy of the Grant
Deed, and a copy of all other documents deposited into Escrow by Buyer pursuant to this
Agreement.
(d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA
Cenificate, the original Califomia Exemption Cenificate (as applicable), a conformed copy
of the Grant Deed, the Title Report, and each other document (or copies thereoQ deposited
into Escrow by Seller pursuant hereto, including, without limitation, those documen[s
referenced in Section 8.
(e) Title Compaoy. Escrow. Holder shall cause the Title Company to issue the Buyer's Title
Policy to Buyer.
(Q Closing Statement. Escrow Holder shall fonvard to both Buyer and Seller a separate
accounting of all funds received and disbursed for each pany in the form of the Closing
Statement prepared pursuant to Section I 1(e).
(� Informational Reports. Escrow Holder shall file any informational repons required by
Intemal Revenue Code Section 6045(e), as amended.
(h) Possession. Possession of the Property shall be delivered to Buyer at the Closing.
10
13. DISCLAIMERS. WAIVERS. AND RELEASES
(a) BUYER ACKNOWLEDGES AND AGREES THAT AGENCY HAS NOT MADE, DOES
NOT MAKE AND SPEGFICALLY NEGATES AND DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES AND AGENCY HAS NOT MADE, DOES
NOT MAKE AND SPECff[CALLY NEGATES AND DISCLAIMS ANY OBLIGATIONS
OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO,
CONCERNING OR W]TH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR
CONDIT[ON OF THE PROPE2TY, INCLUDING, WITHOUT LIMITATION, THE
WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE
PROPERTY; (C) THE SU[TABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIV(TIES AND USES WHICH BUYER MAY CONDUCI' THEREON; (D) THE
COMPLIAIdCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS,
RULBS, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY,
MERCHANTABILTI'Y, MARKETABILITY, PROFITABILITY, ECONOMIC
FEASIBILI7Y OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (F)
THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, 1F ANY,
INCORPORATED IM'O THE PROPERTY; (G) THE MANNER, QUALITY, STA'CE OF
REPAIR OR LACK OF REPAIR OF THE PROPERTY; OR (H) ANY OTHER MATTER
WITH RESPECT TO THE PROPERTY, AND SPEC[FICALLY, THAT AGENCY HAS
NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTEES REGARDING THE ENVIRONMEhTAL
CONDITIOir' OF THE PROPERTY; COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE, ZONING OR DEVELOPMENT OR
REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR
REQUIREMENTS.
(b) BUYER FURTHER ACKI�OWLEDGES AND AGREES THAT HAVING BEEN GIVEN
SUFFICIENT TI1v1E AND OPPORTUNITY TO INSPECT THE PROPER7'Y AhD
PERFORM ITS DLTE DIL►GENCE, BUYER IS RELYING SOLELY ON ITS OWN
INVESTIGATION OF THE PROPERTY. BUYER FUR7'HER ACKNOWLEDGES AND
AGREES THAT ANY iNFORMATION PROVIDED OR TO BE PROVIDED WITH
RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES
AND THAT AGENCY HAS NOT MADE ANY INDEPENDENT INVEST(GATION OR
VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS
AS TO THE ACCURACY OR COMPLETENESS OF SUCH MFORMATION. AGENCY
IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAl?�!!?�!G TO THE
PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE
BROKER, AGEIVT, EMPLOYEE, SERVANT OR OTHER PERSON. BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED
BY LAW,THE SALE OF THE PROPERTY AS PROVIDED FOR HEREfN IS MADE ON
AN "AS IS", "WHERE IS" AND, "WITH ALL FAULTS" CONDI?!ON AND BASIS.
BUYER's Initials: (i�
Il
(c) Waiver and Release. Effective as of the close of escrow, Buyer shall, and by the execution
of the Agecment, hereby dces, forever release Agency of and from any and all losses,
liabilities, damages, claims, demands, causes oF action, cos[s and expenses, whether known
or unknown, to the extent arising out ot'or in any way connected with the Property after the
close of escrow, including, without limi�ation, the condition of title to the Property and the
environmental and structural condition of the Properiy. Buyer agrees never to commence,
eid in any way, or prosecute against Agency, any action or other proceeding based upon any
losses, liabilities, damages,claims, demands,causes of action,costs and expenses, covered in
this paragraph. Notwithslanding any provision to the contrary contained herein, nothing in
this Section 13 shall be deemed to constitute a waiver of any rights or remedies arising 5rom
Agency's intentional fraud or intentional or misrepresentation of any material fact with an
intent to mislead.
Buyer hereby fully and forever releases and discharges Agency from any and all claims,
� rights, actions, damages, and/or liabilities,of any nature whatsoever, fixed or contingent,
existing now or arising in the future, known or unknown, in any way relating to the
Property, excluding only claims arising under this Agreement. Buyer acknowledges
Buyer may later learn of circumstances bearing upon the rights released in this
Agreement. Buyer specifically waives the rights afforded by Section 1542 of the
Califomia Civil Code which provides:
"A general release does not extend to ctaims w6ich the creditor does not know or
suspect to ezist in his or her favor at the tlme of executing the release, which if
known by him or her, must have materially affected his or her settlement with the
debtor."
BUYER's Initials: '!
14. Buver's Rearesentations and Warranties. In consideration of.Seller entering into this
Agreement and as an inducement to Seller to sell the Property, Buyer makes the following
representations and warranties as of the dete hereof and at and as of the Closing, each of which is
material and is being relied upon by Seller, the truth and accuracy of which shall constitute a
condition precedent to Seller's obligations hereunder, and all of which shall survive Closing:
(a) Buyer has the legal power, right and authority to enter into this Agreement and the
instrumenu referenced herein, and to consummate the transaction contemplated hereby.
(b) Subject to (a) above, as of the Effective Date, the individuals executing and attesting this
Ageement and the instruments referenced herein on behalf of Buyer have the legal power,
right and acmal authoriry ro bind Buyer to the rerms and conditions hereof and thereof.
(c) Subsequent Changes to Buyer's Representations and Warranties. If, prior to the Closing,
Seller or Buyer should learn, discover or become aware of any existing or new item, fact or
circums[ance which renders a representation or warranty of Buyer set forth herein incorrect
or untrue in any respect (collectively, the "Buyer's Representation Matter"), then the party
who has leamed, discovered or become aware of such Buyer's Representation Matter shalt
promptly give written notice thereof to the other party and Buyer's representations and
12
I
warran[ies shall be automatically limited to account for the Buyer's Representation Matter.
Seller shall have the right to approve or disapprove any such change and to terminate this
Agreement by wrinen notice to Buyer if Seller reasonably disapproves any such change;
provided, however Buyer shall first have the opportunity to cure the Buyer's Representation
Matter. If Seller does not elect to terminate Ihis Agreement, Buycr's representation shall be
qualified by such Buyer's Representation Malter and Buyer shall have no obligation to Seller
for such Buyer's Representaiion Maner.
(d) Indemnity. To the extent permitted by law, Buyer hereby agrees to defend indemnify, protect
and hold harmless the Ciry, its elected and appointed officers, agents and employees, from
and against any and all (including those by third parties) claims, demands, causes of action,
costs, expenses(including reasonable nttomey's fees and actual costs), liabiliry, loss, damage
or injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of or incident to the condition of Property at the time of its sale, including the
presence oT any hazardous substances that may exist on, under, or across the Property,
whether or not such condition was known or unknown, la[ent or patent, or caused by any
acts, omissions, negligence, or willful misconduct of City, its ofTicials, ofTicers, employees,
agents,contractors, and invitees.
(i) Costs of Defense and Award. Included in the obligations in Section 14(d), above, is the
Buyer's obligation to defend, at Buyer's own cost, expense and risk, any and all suits,
actions or other legal proceedings, that may be brought or instituted against the City, i[s
directors, ollicials, officers, employees, agents and/or volunteers. Buyer shall pay and
satisfy anyjudgment, award or decree that may be rendered against City or its direcrors,
ofticials, officers, employees, agents and/or volunteers and pay any and all related legal
, expenses and costs incurted by each of them.
(ii) Insurance Proceeds. Buyer's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by the City, its directors, ollicials, officers, employees, agents,
and/or volunteers.
(iii)Declarations. Buyer's obligations under Section 14(d) shall not be limited by any prior
or subsequent declaration by or to the Buyer.
(iv)Enforcement Costs. Buyer agrees to pay any and all costs City incurs enforcing the
indemniry and defense provisions set forth in Section 14(d).
(v) Survival. Buyer's obligations under Section 14(d) shall survive the tertnination of this
Agreement.
(vi)No Alteration of Other Obligations. This Section 14(d) shall in no way alter, a(Fect or
modify any of the Buyer's other obligations and duties under this Agreement.
15. Seller's Covenants durine Escrow Pcriod.
(a) New Liens or Encumbrances. Scller shall not funher encumber or place any further liens or
encumbrances on [he Property from the ElTective Date and during the Escrow period to the
Closing Dale without the express, prior written authorization of Buyer in its sole and
complete discretion. Further, if the Buyer does consent to a new lien or encumbrance, then
�}
such lien or encumbrance on the Property shall not survive the Closing Date, inciuding, but
not limited to, right of entry, covenants, conditions, restrictions, easemenu, liens, options to
purchase, options to lease, leases, tenancies, or other possessory interests or rights of use or
rights of entry relating to or affecting the Property without the prior written consent of Buyer
which consent may be withheld by Buyer in i1s sole and complete discretion.
(b) Hazardous Materials. Seller shall not cause or pertnit the presence, use,generation, release,
discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the
transportation of any Hazardous Ma[erials to or from, the Property; provided, however, the
foregoing shall not apply to Hazardous Materials that migrate onto the Property firom other
property or from sources other than Seller or a party acting under the direction or control of
Seller or Hazardous Materials present on the EfFective Date of this Agreement. Seller shall
comply with all applicable Environmental Laws in Seller's use, ownership and operation of
the Property.
(i) As used in this Agreement, the [erm °Hazardous Materials" or "Hazardous Material"
shall mean any substance, material, or waste which is, or becomes, regulated by any local
govemmental authority, the State, or the United States Govemment, including, but.not
limited to, any material or substance which is (i) defined as a "hazardous waste;'
"exvemely hazardous waste," or "restricted hazardous waste" under Sections 25115,
25117 or 25122.7, or lisled pursuant to Section 2514Q of the California Health and Safety
Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii)defined as a
"hazardous substance" under Section 25316 of the Califomia Health and Safety Code,
Division 20, Chapter 6.8 (Carpenreo-Presley-Tanner Hazerdous Substance Account Act),
(iii)defined as a "hazardous material;' "hazardous substance," or "hazardous waste"
under Section 25501 of the Califomia Health and Safety Code, Division 20,Chapter 6.95
(Hazardous Materials Release Response Plans and Inventory), (iv)defined as a
"hazardous substance" under Section 25281 of the Califomia Health and Safety Code,
Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v)peVOleum,
(vi) friable asbestos, (vii) lead based paint (viii)polychlorinated biphenyls, (ix) methyl
tertiary buryl ether, (x)designated as "hazardous substances" pursuant to Section 311 of
the Clean Water Act (33 U.S.C. §1317), (xi)defined as a "hazardous waste" pursuant to
Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §§6901, et sey.
(42 U.S.C. §6903) or(xii)defined as "hazardous substances" pursuant to Section 101 of
the Comprehensive Environmental Response, Compensation, and Liability Act, 42
U.S.C. §§9601,e1 seq.
(ii) As used in this Agreement, the term "Environmental Laws" shall mean any state or local
law, statute, ordinance or regulation pertaining to environmental regulation,
contamination or cleanup of any Hazardous Materials, including, without limitation: (i)
Sections 25115, 25117, 25122.7 or 25140 of the California Health and Safety Code,
Division 2Q Chapter 6.5 (Hazardous Waste Control Law), (ii) Section 25316 of the
Califomia Health and Safety Code, Division 20, Chapter 6.8 (CarpentervPresley-Tanner
Hazardous Substance Accoun[ Act), (iii) Section 25501 of Ihe Califomia Health and
Safety Code, Division 20, Chapter 6.95 (Ha7ardous Materials Release Response Plans
and Inventory), (iv) Section 25281 of the CaliCornia Health and Safety Code, Division 20,
Chapter 6.'I (Llnderground Storage of Hazardous Substances), (v) Section 311 of the
Clean Water Act (33 U.S.C. Section 1317), (vi) Section 1004 of the Resource
Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq. (42 U.S.C. Section
14
r
6903), (vii) Section 101 of the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Sections 9601 et seq., or (viii) any state or federal lien or
"superlied' law, any environmental cleanup statute or regulation, or any permit, approval,
authorization, license, variance or pertnission required by any governmental authority
having jurisdiction.
16. Default and Remedies.
(a) Seller Default. The term "Seller Default" shall mean Seller's failure to timely perform a
material obligation of Seller under this Agreement prior to the earlier of five (5) business
days following wririen notice from Buyer describing Seller's failure to perform or prior to
Closing. In the event of a Seller Default, Buyer, as its sole and exclusive remedies: (i) may
tertninate this Agreement by delivery of written notice of termination to buyer and escrow
holder, and this Agreement and the rights and obligations, other than those rishts and
obligations that expressly survive the tertnination of this Agreement, of the Buyer and Seller
hereunder shall temunate or(ii) specifically enforce Seller's performance.
Seller's lnitials: Buyer's Initials:�-
(b) Buyer Default. The tertn "Buyer Defaul[" shall mean Buyer's failure to timely perfortn a
material obligation of Buyer under this Agreement prior to the earlier of five (5) business
days following written notice from Seller describing Buyer's failure to perfortn or prior to
Closing. In the event of a Buyer Default, Seller, as its sole and exclusive remedy, may
terminate this Agreement.
Seller's Initials: Buyer's Initials:�_
17. General Provisions.
(a) A'oHces. All notices, demands, requests or other communications required or permitted
hereunder (collectively, "Notices") shall be in writing, shall be addressed to thc receiving
party, and shall be personally delivered, sent by ovemight mail (Federal Express or another
carrier that provides receipts for all deliveries), or sent by certified mail, postage prepaid,
retum receipt requested, to the address listed below:
Ifto Seller. CityofChula Vista
276 Fourth Avenue, Chula Vista CA 91910
Attention: Eric Crockett
If to Buyer: Land Developers Associates Corporation
16027 Ventura Blvd, Suite 604, Encino, CA 91436
Attention: Daniel Singh
IS
All Notices shall be effective upon receipt at the appropriate address. Notice of change of
address shall be given by written Notice in the manner detailed in this Section. Rejection or
other refusal to accept or the inability to deliver because of changed address of which no
Notice in accordance with this Section was given shall be decmed to constitute receipt of
such Notice. The providing of copies of Notices to the parties' respective counsels is for
information only, is not required for valid Notice and does not alone constitute Notice
hereunder.
(b) Brokers. Buyer and Seller each represent to the other that no brokerage commission,
finder's fee or other compensation of any kind is due or owing to any person or entity in
connection with this Agreement. Each party agrees to and dces hereby indemnify and hold
the other free and hartnless from and against any and all costs, liabilities or causes of action
or proceedings which may be instiluted by any broker, agent or finder, licensed or othenvise,
claiming throush, under or by reason of the conduct of the indemnifying party in connec�ion
with this Agreement.
(c) Waivers and Consents. Each provision of this Ageement lo be perfortned by Buyer and
Seller shall be deemed both a covenant and a condition and shall be a material consideration
for Seller's and Buyer's performance hereunder, as appropriate, and any breach thereof by
Buyer or Seller shall be deemed a mnterial default hereunder. Either party may specifically
and expressly waive in writing any portion of this Agreement or any breach thereof, but no
such waiver shall constitute a further or continuing waiver of a preceding or succeeding
breach of the same or any other provision. A waiving party may at any time thereafter
require further compliance by the o�her pany with any breach or provision so waived. 'fhe
consent by one party to any act by the other for which such consent was required shall not be
deemed to imply consent or waiver of the necessiry of obtaining such consent for the same or
any similar acts in the future. No waiver or consent shall be implied from silence or any
failure of a party to act, except as otherwise specified in this Agreement. All rights,
remedies, undertakings, obligations,options,covenants, conditions and agreements contained
in this Agreement shall be cumulative and no one of them shall be exclusive of any other.
(d) Construction. The parties acknowledge and agree that (a) each party is of equal bargaining
svength; (b)each party has actively participated in the drafting, preparation and negotiation
of this Agreemenl; (c) each pany has consulted with such pany's own independent counsel
and such other professional advisors, if at all, as each party has deemed appropriate, relating
to any and all matlers contemplated under this Agreement; (d) each party and such party's
counsel and advisors, if so elected by the party, have reviewed this Agreement (e) each party
has agreed to enter into this Agreement following such review and the rendering of such
advice, if so elected by Ihe party; and (� any rule of construction to the effect that
ambiguities are to be resolved against Ihe drafting pariies shall not app(y in !he interpretation
of this Agreement, or any portions hereoC, or any amendments hereto.
(e) Cooperatian. Buyer and Seller agree to execute such instruments and documents and to
diligently undenake such actions as may be required in order to consummate the purchase
and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in
accordance with the provisions hereof.
(� Attorney's Fees. In the event any declaratory or other legal or equitable ac[ion is instituted
be[ween Seller, Buyer and/or Escrow Holder in connection with this Agreement, then as
16
between Buyer and Seller the prevailing party shall be entitled to recover from the losing
party all of its costs and expenses including court costs and reasonable attorney's fees, and all
fees,costs and expenses incurred on any appeal or in collection of any judgment.
(g) Time. Time is of the essence of every provision herein contained. [n the computation oC any
period of time provided for in this Agreement or by law, the day of the act or event from
which said period of time runs shall be excluded, and the last day oC such period shall be
included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be
deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday.
Except as otherwise expressly provided herein, all time periods expiring on a specified date
or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period.
(h) Counterparts; Facsimilc Signatures. This Agreement may be executed in multiple
coun[erparts, each of which shall be deemed an original, but all of which, together, shall
constitute but one and the same instrument. A facsimile signature shall be deemed an
original signature.
(i) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are
solely for the convenience of the parties hereto, are not a part of this Agreement, and shall
not be used for the in[erpre[ation or determination of the validity of this Agreement or any
provision hereof.
(j) No ObligaHons to Third Parties. Excepl as otherwise expressly provided herein, the
execution and delivery of this Ageement shall not be deemed to confer any rights upon, nor
obligate any of the parties to this Ageement to, any person or entiry other than the parties
hereto.
(k) Amendment to this Agreement. The tertns of this Agreement may not be modified or
amended except by an instrument in writinb executed by each of the parties here[o.
(1) Agency Designee Authority. The Agency may designate a representative and grant such
representative the au[horiry [o sign closing documents, issue interpretations, waive
provisions, and enter into amendments of or supplements to this Agreemen� on behalf of
Agency, so long as such actions do not substantially or substantively change the terms and
conditions of the purchase and sale of the Property as set forth herein and as agreed to by the
Agency in its approval o(this A�reemem. All other waivers or amendments shall require the
consideration and written consent of Agency's goveming board.
Agency Designee:
(m)Applicable Law. This Agreement shall be govemed by and construed in accordance with
the laws ofthe State of Califomia.
(n) Exhibits aod Schedules. The exhibits and schedules attached hereto are incorporated herein
by this reference for all purposes.
Exhibit A Legal Description
17
Exhibit B Grant Deed
Exhibit C FIRPTA Cenificate
(o) Entire Agrcement. This Agreement supersedes any prior agreements, negotiations and
communications, oral or written, and contains the entire agreement between, and the final
expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto
expressly agree and confirm that this Agreement (along with the Interim Operating
Agreement and the Exhibits hereto) is execuled without reliance on any oral or written
statements, representations or promises of any kind, which are not expressly contained in this
Ageement. No subsequent agreement, representation or promise made by either party
� hereto, or by or to an employee, o�cer, agent or representative of either party hereto shall be
ofany effect unless it is in writing and executed by the party to be bound thereby.
(p) Successors and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the pertnined successors nnd assigas of the parties hereto.
(q) Assignment. Buyer may assign its rights under this Agreement, subject to Seller's
reasonable approval.
(r) Like-Kind Exchange. If either pany desires to enter into a like kind exchange pursuant to
Intemal Revenue Code Section 1031, the other party agrees to reasonably cooperate with
same, provided that the pany desiring such exchanse bears all costs related thereto.
�THE SICNATURE PAGE FOLLOWS]
18
SIGNATURE PAGE TO
REAL PROPERTY PURCHASE AGREEMENT
AND
JOINT ESCROW INSTRUCTIONS
IN WITNESS WHEREOF, the panies hereto have executed this Real Property Purchase
Agreement and Joint Escrow Instructions as of the day and year first written above. �
"SELLER"
Successor Agency to the Former Redevelopment
Agency of the City of Chula Vista
By:
[INSERT]
"BUYER"
Land Developers Associates, Inc.
By: ' '/- �Tr�y_ -
Dauiel Singh
APPROVED AS TO FORM:
City Attomey
19
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Acceptance by Escrow Holder:
[ 1, on behalf oC Escrow Holder, hereby acknowledges that Escrow Holder has
received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow
Inswctions by and between Successor Agency to the Former Redevelopment Agency of the City of
Chula Vista, as Seller, and, Land Developers Associates, Inc., as Buyer, and agrees to act as Escrow
Holder thereunder and to be bound by and strictly perform the tertns thereof as such tertns apply to
Escrow Holder.
Dated: , 201 I
[NAME AND COMPANY]
Escrow Holder
Exhibit A
"Legal Description"
2
01-0261571
LEGAL DESCRIPTION
1I10 �2.IId reierred �O hereiII ls� situated 1R tl'12 $�d�E Of Cali_ornia,
County oi SFN DInGO, and is described as follows .
TFiAT PO:�TION O? iF�E SOU'i'I�vl�ST QUARTER OF THE SOU'i'rrIEST Qli?.RiER
OF QUP�T�3 S�CTION 161 Or^ R'-'NCFO DE LA NACION, IN TH� CZTY OF
CHUL� VSS^1?., IN TE� COUNiY OF SAN DZEGO, STPT� OF CALIcORNZA,
ACCOR.JT I\G TO MAP TH�P.EOF NO. 166 , FILEe'� MAY 11, 1869; IN T`HE
OFFICa O^ COIIN:Y RECO?.DE2 Or SFN DZEGO COIINTY, DESCP,I3ED AS
POLLOWS :
CONMnNCING ?T :, PO?2TION OV TI�c SOLiI-_3�LY LIN? OF SAID Qli;.�TER
SECT�ON 161, DIS:FNT FS,ONG SASD SOU'?'EEF,LY LINE NORiH 72°06 ' 3S"
E.�ST 20 . 00 F�ET r�OM A SPIiC: MA.RKING TH� SOUT&S^Ta'STERLY COc'2IQER
OF SAID Qli=.RTE� SFC:ION 161, S�ID POINT P_LSO 3EING ON i'I�E
�hST��LY LSN� O: ."r_=;T �0 rOOT RFILROAD RZGHT OF WAY AS D�SC2I3LD
�N D��� TO CO�ON'=�0 ?Z�IL�O'� COMPr.NY, FLCO:�ED DECEM3Ek 29,
1895 IN 300K 236, �P_G� 167 O? DEEDS 0- SAZD COL?vTY; THENCB vLONG
S?ID �:IL30'=D P,IGE_ O? Wyy �_ti= NOR1H 17°�2 ' 25" W�ST �0 . 00 r=D1
TO =_ PO=NT O?v TE? NO�Ti-�?,i,Y LZNB O? TI-:AT 40 FOOT WZDE S`?':�SPJOF
_TuND =S :?ES_�VaD FO� � PU3i•IC P.OPT� IN �EED TO GRr.GG �OG�:?S,
�cBCOPiJ3� OCT03E3 11 1922 S� 300K 915, PFG� 60 O? DEEDS OF S�Z�
COL'Ni'Y; :��NCB riO�iG S=_ID c�AZj,�OP_D i2ZGF�T OF W=Y LZN� �O�TH
i7°�2 ' 25" WBST 625 . 15 =�^cT TO TEe� NO3TY:ERLY LINE O: SFZD
SOU'i�=v7?ST QtiP4T=� O? TEE SOL!F�vi_ST QUP�iE.°. Or QUP�TEP, S�CT=OV
161; '_,ONG L��ST S`_ID NORiE=?,i,Y LINE �iO�T'H 72°06 ' 2S" E.�1ST, 52 .00 �
FBE_ TO TE= POIN: 0? 3nGIIQ�iiNG; L;AV'ING LAST SE?ID LIN? SOLiF
17°S2 ' 25" ?�.5: Sc6 . i7 F��T� Tk;NCE SOL1H .68°17 ' C1" �ST 20 . 22 '
Fn�T; _�NCB NO3TE 63°15 ' 12" EAST 217 . 52 rEET; ?'E�NC� NO3TH
11°12 ' 13 " S4.?ST, 55 .28 F.;.;T; mg�NCE NOP.Tfi 17°11 ' S5" "vTn51 533 . 38 I.
FE�1' TO T'r_3 SAT_D NO3iii.=�LY LI?v� OF 1H� SOL'PrvT�ST QL'F�T�P, O? ir_= �'
SOU:'F�iv�ST QUF�T�3 O? QU=�:E� SECTION 161; TFWNC� fS,ONG SAID I;
NO�Tf�c�:Y LI?QE SOLi1r 72°06 ' 3�" Wr,ST TO TIiE TRiTc POZV'T OF I.'
3�GIN'NZNG.
� i
APN: 565-310-09 r
?nd o� i•�aal Descr_ption �
I
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;
.y_ �
i . . 7 ._ ... _____--_ . _ ' _
� -
01-0261570
�
LEG.�I, DESCRIPTION
lh? Zd�Q Y'°ie1'Y2Q LO ?1°Y21n _S Sl�lidLEQ iR the State o= Cali=ornia,
Couaty o' S�N DZ�GO, and is described as iollows .
^T,L TI��.: PODT�ON OF Ti?.; NORiHW3ST QUP�TE� OF Tk� SOLP?'FiSvggm
QUART�3 0? QliF�T?R SECTZOV I61 OF R?NCEO DE i,A Np_CSON, EN ir:�
CITY O? CI-:L�_A VZSTF, IN T?�� COL?V^? Or SP?Q DZ=GO, S'_r:g Og
C'uT_tOPNT_�� .�"-.CCO?.DI?QG TO M:`-_?> it:EREO_^- NO. 166� 3Y MO?..-�.I"LL�. FI�ED
'�i TF�3 0^cIC: 0�' TF?� COL?3TY �ECO�D=� O? SP?�I DIe,GO COL?V^tY, MAY !
11, 1869, �YZ?vG iri�STERLY O� =ii� WEST2�L•Y LINE 0. P?2CcL 1 OF �
'•=NiJ CODN�YED TO TF?E ST�T3 OF CALIFO�NIA BY DS^aD RECORDED M'-�Y E
29, 1969 AS DOCUMENT N0. 95061 Or OF?2CIAL R^aC0?TJS OF SAID •
COUNTY. �
S=SD P?�CE� 3�ZNG �ESCRI33D AS ?OLLOWS : �
COMi"!?NCZniG .`-_T iI�3 ?�IORTI-_Tn�ST COPN^cc�i Or SP.ID NOi2THFiEST QUF�TE�n; I
i'r_�NC3 NO�Tri 72°08 ' i7" EAST 325 . 89 FEST TO TfiB TP.L'E POINT OF
3=G:N-1�iING; ^iF;NCB -1- SOLifiERLY FROM A TANGENT BjA.DrNG SOiT'i'H
18°08 ' 3� " EAST A_T,ONG A CURV� CONCAVE TO 'I'fIL WEST F�:=VING A
�=.DIUS OF 1688 . 30 F�ET :F��OUGFi A C�SITDts, PNGLE Or^ 0°55 ' 39" ?�
�IS:PriCE O? 27 . 82 r'�c:; 'i'H�?yC� -2- TP?vG�NT TO S�:J CL��T' SOU'£H
17°11 ' S5" .�-',.Z1ST 636 . 20 FE=T TO TE3 SOUTE�P.LY LIN� Or SnID '
�iO�Tf�i4EST QUA?iE�; TI��NCE -3- ?�ONG SF_ID SOUT'1�3RLY LINS NOr�,^1H
72°05 ' 3S" EPS"i 126 . 30 r_�i' TO TEE W�ST�RLY 30L'NDA�Y 0? THf;T �
P-:RT Or Sz2D NO�TIi�1EST ` �* -^� m „-,-, �
Qlit-�1ER G.1-��vi-'D O iH� STt!c, 0= �
G�`�T,IFO�V��_ BY D��D RECORDnD AS DOCUMENT NO. 57993 ON JUIQF, 2p, I
1949 IN 300%C 3242, PAGE 128 Or OFFICZFW ?.F,CORDS OF SAID COUNTY; '
:Y_ENCE -S- :.LONG SAID W?ST.:?y,Y 30IIND`;Y, NORTF?�3LY F?OM A �
TPNG:Ni B°_P'?ING NO�TF. 1^_°20 ' 23" Wr,ST ?�,ONG A CU?24� CONCa4= TO �
Tr: I4EST, Iii:VI?VG A �JZUS O? 1960 . 00 F��T :F�V?OliG?� .� C�NTR�_I, '
__NGLE O? 03°23 ' 29" A DIST_-NC� OF 116 . 01 rEBT; Tfi��iCS -5- '�
CONTINuiNG P.i�O?vG SAZD WESiE3i,y bOLiND;RY �ORTH 17°c3 ' 29�� WLST �
5�7 . 97 rE3T TO TFiE SAID NORTHERLY LINE OF SAID NO:'�TI-:WEST
QUFRTc�; THENCE -6- AT�ONG SA2D NORTHERLY LINE SOUTH 72°OS ' 18" �
WEST 123 . 55 FEET TO THE T_°.U� POINT OF 3EGINNING.
EXC:PTING THn W_Si'�3LY 72 . 00 �EBT OF SP_ID NORTkr1�ST QUFRTEr�, 0? �'
P'r.F SOL'�'I-�4v2ST QU`�i�R OF Qli'�T.;R SECTIO*I iol . �
APN: 565-310-25
End of Leaal Description '
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E�ibit B
"Grant Deed"
3
Recordine requested by and
please retum to:
LDA Associates, Inc
16027 Ventura Boulevazd
Suite 604
Encino,CA 91436
> (This s ace.for Recorder's use; onlv) >
Assessor's Parcel Number. 56�-310-Z� and �6�-310-09
Grant Deed
FOR A VALUABLE CONSIDERATION, receipt of which is herebv acl:now�ledeed. the City of
Chula Vista (Grantor), does herebv erant to LDA Associates, a Califomia Corporation (Grantee),
the follo„Rne real propem situated m the Ciry of Chula Vista, Counrv of San Diego, State of
Califomia and more particulazly described as follows:
See Legal DescripHou designated as Exhibit "A" attached hereto and by reference
made a part hereof.
This deed is subject to all existing easements of record.
No one shall operate, establish, carn� on, permit or suffer to be erected, operated or carried
on in an}� manner or on any part of the land conveyed herein, the following ("Prohibited
Uses").
An�� business or use defined adult-oriented recreation businesses in the City of Chula Vista
D4unicipal Code Chapter 19.58, Section 19.58A24 and 19.13, sectiou 9.13.020 iocluding but
not limited to the follo�ving:
1. Adult arcades, adult bool:stores, adult video stores, adult cabarets, adult
motels, adu►t motion picture theaters, nude, model studios, secual encounter
centers and/or an�� combivation thereof.
2. Sexually orieuted escort sen�ice, as set forth' in CV14C 19.58.024 and 9.13.020
(law, code, ordinance)
This Restrictive Covenant against Prohibited Uses shall constitute a real propert�� co��e�ant
runniug�rith the land conveyed hereiu aod shall be binding on Grantees, Grautees heirs,
legal representati��es, successors and assigns.
Exhibit C
"FIRPTA"
(Not Applicable)
I 4