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HomeMy WebLinkAbout12/03/1996, C-14 - SALE OF OLD HEADQUARTERS FIRE STATION council j apenaa Repoin 4i_�y CITY OF SAN LUIS OBISPO FROM: Bill Statler, Director of Finance V Prepared By: Linda Asprion, Revenue Manager SUBJECT: SALE OF OLD HEADQUARTERS FIRE STATION CAO RECOMAMNDATION Adopt a resolution approving the sale of the old headquarters fire station to Rob Rossi in the amount of$765,000. DISCUSSION Background The sale of the old headquarters fire station is an integral part of the 1995-97 Financial Plan budget-balancing strategy. On May 21, 1996, the City Council adopted Resolution No. 8537 declaring the old headquarters fire station surplus property and approved a process for its sale. A letter to other local government agencies informing them of the availability of the site and soliciting their interest in purchasing it was mailed on June 18, 1996. No responses were received from any agency by the August 1, 1996 closing date. On August 20, 1996, the City Council approved the request for proposal (RFP) for commercial real estate brokerage services for selling the old headquarters fire station and authorized the City Administrative Officer to award the contract to the best overall proposer. Concurrently, staff solicited proposals for appraiser services. Market Dynamics was selected for this work and on July 19, 1996,presented the City with their report appraising the property at $740,000. Broker Selection Fifteen RFP's were sent to commercial real estate brokers located in San Luis Obispo. Three brokers responded with proposals by the closing date: Dill Commercial Properties, Rossetti Company, and Patterson Realty. Based on a desktop review of the proposals, finalist interviews were conducted by a review team consisting of the Director of Community Development, Director of Finance, and Revenue Manager with two of the responding brokers: Rossetti Company and Patterson Realty. On October 25, 1996, the City Administrative Officer awarded the brokerage services contract to the Rossetti Company based on the review team's recommendation. Mr. Mark Andersen and Mr. John Rossetti from Rossetti Company performed a site review of the old headquarters fire station and recommended placing the property on the market with a sales price of $795,000. This price was set to reflect market value while also allowing room to negotiate a final sales price that would hopefully be close to the appraised value. �Ay- Council Agenda Report - Sale of Old Headquarters Fire Station Page 2 Offers Received to Date Two offers to purchase the old headquarters fire station have been received by Rossetti Company and evaluated by a "sales team" consisting of the Assistant City Administrative Officer, the City Attorney, the Director of Finance, and the Revenue Manager. The first offer was from Kimo Pankey to purchase the property for a sales price of $660,000 with many complicated contingencies as part of the offer. The team rejected this offer due to the low sales price and the number of associated complicated contingencies. The second offer to purchase the property was received from Rob Rossi. After several counter-offers.with the prospective buyer, the sales team is recommending the sale of this property to Rob Rossi at a price of$765,000. In addition to these two offers, Rossetti Company was contacted by Mr. Dennis Ahem, owner of the property adjacent to the parking lot, indicating an interest in purchasing 15 feet of property for a possible lot line adjustment. (Mr. Ahern has been using this portion of City property for parking for several years.) Mr. Ahern was provided a copy of the site plans by Rossetti Company showing the relationship between the current lot line,parking lot, and building. There has been no further communication from Mr. Ahem regarding a purchase offer. However, Mr. Ahem has contacted the prospective buyer indicating a prescriptive right to park his cars on this portion of property. Mr. Ahem has been provided with a copy of Civil Code Section 1007 which exempts public property from prescriptive rights. Accordingly,we do not believe that this should affect the sale of the property; however, the new owner should take appropriate action soon after the sale to resolve this issue. Specific Information Regarding the Offer Mr. Rossi plans to restore the building and use the space to combine his three offices into one office. As such, he will own and occupy the facility, and intends to retain the charm and motif of the old headquarters fire station while enhancing the attractiveness of the facility. This proposed use meets the City's zoning requirements. The terms of the sale are very simple and straightforward. The sales price will be $765,000, with Mr. Rossi and the City sharing equally the closing costs and the costs for the seismic and hazardous materials reports. However, if either one of the two reports produces information that is significant and a "fix" cannot be negotiated, so that the sale is not finalized, the City will reimburse Mr. Rossi for his share of the two reports, approximately$7,500 (total cost of the two reports is estimated at $15,000). After this 30 day contingency period for "due diligence", Mr. Rossi will place a non-refundable deposit of$50,000 into a 120 day escrow. Mr. Rossi will also retain the siren, generator, and compressor that are on the site. Additionally, Mr. Rossi will retain floor plans and reports provided him by the City upon close of escrow. The escrow includes Mr. Rossi's agreement to "grandfather" the eight current parking permit holders for at least one year at current monthly rates. Additionally, the City agrees to allow Mr. Rossi to perform roof repairs and initiate building permit and lot line adjustment applications. Council Agenda Report - Sale of Old Headquarters Fire Station Page 3 CONCURRENCES The sales review team consisting of the City Attorney, Assistant City Administrative Officer, Director of Finance and Revenue Manager concur with this recommendation. FISCAL IMPACT The 1995-97 Financial Plan estimated the sale of the old headquarters fire station to net the City $600,000. Accepting the offer from Mr. Rossi of$765,000 will net the City's General Fund approximately $705,000 after closing costs and broker's commission, for a favorable variance from budget estimates of$105,000. Including the cost sharing of report costs, the net proceeds are within 2% of the listing price. SUMMARY We believe the offer to purchase the old headquarters fire station for $765,000 meets our economic objectives in a timely, straight-forward fashion; accordingly, we recommend that the Council approve the proposed sale because it: ■ Meets our economic objectives ■ Entails very few contingencies ■ Is made by a buyer with the resources to close the deal ■ Brings this sale to a timely close ATTACHMENT Resolution approving the sale of the old head quarters fire station to Rob Rossi in the amount of $765,000. RESOLUTION NO. (1996 Series) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO APPROVING THE SALE OF THE OLD HEADQUARTERS FIRE STATION TO ROB ROSSI IN THE AMOUNT OF $7659000 WHEREAS, the sale of the old headquarters fire station located at 748 Pismo Street is an integral part of the City's budget-balancing strategy in the 1995-97 Financial Plan; and WHEREAS, on May 21, 1996 the Council adopted Resolution No. 8537 declaring the old headquarters fire station as surplus property and approving a process for its sale; and WHEREAS,pursuant to this process, the City solicited interest from other governmental agencies; after receiving no interest by the closing date of August 1, 1996, on August 20, 1996 the Council approved issuing a request for proposals for commercial real estate brokerage services and authorized the City Administrative Officer (CAO) to award the contract to the best overall proposer; and WHEREAS, concurrently with this process, an appraisal of the property was performed by Market Dynamics, who reported an appraised value of$740,000; and WHEREAS, after an in-depth review of the brokerage service proposals received by the City, the CAO awarded the contract to Rossetti Company on October 25, 1996, and the property was subsequently listed for sale at $795,000; and WHEREAS, the City received an initial offer from Rob Rossi on November 8, 1996, which following a series of counter offers by both Rob Rossi and the City, was accepted by the City as meeting its sales objectives. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of San Luis Obispo hereby approves the sale of the old headquarters fire station to Rob Rossi in the amount of$765,000 in accordance with the terms and conditions set forth in the written offers and counter offers dated November 8, November 19, November 21, and November 22, 1996 on file in the City Clerk's Office. Upon motion of seconded by , and on the following roll call vote: AYES: NOES: ABSENT: the foregoing resolution was adopted this day of 1996. Resolution No: (1996 Series). Page 2 ATTEST: i City Clerk - - - - - Mayor;Allen.Settle APPROVED AS TO FORM: _eY QOHMAU RES I /7./�=.5 r '"IMMERCIAL.REAL' ESTATE PUR( \SE.CONTRACTI," , .:EIPT FOR` DEPOSIT;:AND ESCR4�iV'INSTRUCTIONS rrx '�^ ; . •.(NON-RESIDENTIAL):, - THIS IS MORE THAN A RECEIPT FOR MONEY.IT IS INTENDED TO BE A LEGALLY BINDING CONTRACT-READ R CAREFULLY CALIFORNIA ASSOCIATION OF REALTORS° (C.A.R.)STANDARD FORM DATE: November 8, 1996 AT San Luis Obispo Rob Rossi. and or nominee or assignee California. RECEIVED FROM ® An Individual, ❑ Corporation, ❑ Partnership, ❑ Other ("Buyer") THE SUM OF Ten thousand Dollars $ Seven hundred flft ( ) as a deposit to hZ�pplied toerard the PURCHASE PRICE of y thousan Dollars ($ /�SUU UUUUUU UUUU ) FOR PURCHASE OF PROPERTY SITUATED IN— San Luis Obispo COUNTY OF San LUIS OblSpO California, DESCRIBED AS 748 Pismo Street & adjacent ASSESSOR'S PARCEL NO.: UU3-524-011 ("Property") 1. PURCHASE PRICE CONSISTS OF: parking lot A. DEPOSIT, to be deposited 'with Escrow Holder, ❑ into Broker's trust account, or ❑ BY ❑ Personal check, ❑ Cashier's.check, ❑ Cash, or ❑ PAYABLE TO First AmericanTitle Company TO BE HELD UNCASHED UNTIL the next business day following acceptance of the offer or ❑ $ 10,000.00 B. INCREASED DEPOSIT, within _ days following acceptance of the offer, to be deposited ❑ with Escrow Holder, ❑ into Broker's trust account, or ❑ $ C. BALANCE OF DOWN PAYMENT to be deposited with Escrow Holder on demand of Escrow Holder . ... . ... . .. . ... .... . . $ 740,000.00 Any sums required of Buyer shall be deposited as immediately collectible funds in any manner acceptable to Escrow Holder. OBTAINING OF DEPOSIT AND DOWN PAYMENT by the Buyer is NOT a contingency, unless otherwise agreed in writing. and In good faith to obtain all applicable financing. (1) Buyer to apply, quality for, and obtain a NEW FIRST LOAN in an amount not less than .. . .. . . .. . . ... . .. . .. . . . . . .. $ at a ❑ fixed interest rate not to exceed_% per year, or ❑ adjustable interest rate not to exceed_%per year at origination,with a maximum interest rate over 'e of loan not to exceed_%. Initial monthly payments not to exceed$ . Loan to be amortized er a period of not less than years and all due in not less than _years. Loan fees not to exceed Additional terms and conditions: (2) Buyer ❑ to assume, ❑ to take title "subject to" an EXISTING FIRST LOAN with an proximate balance of $ ` in favor of �, including interest at oyopayable onthly at $ ❑ fixed rate, [I other Loan fees not to exceed Additional terms: (3) Buyer to apply, qualify for, and obtain a NEW SECOND LOAN in an mount not less than. at a ❑ fixed interest rate not to exceed _% per year, or ❑ adjustable interest rate not to exceed _% per ye at origination, with a maximum interest rate over life of loan not to exceed_%. Initial monthly payments not to a eed$ . Loan to be amortized over a period of not less than _years and all due in not less an _years. Loan fees not to exceed Additional terms and conditions: (4) Buyer ❑ to assume, ❑ to take title "s )ect to" an EXISTING SECOND LOAN with an approximate balance of. . ... . $ in favor of including interest at _% 101li d rate, EJ other payable monthly at $ Loan lees not to exceed Additional terms: (5) Buyer to execute a N E SECURED BY a ❑ first ❑ second ❑ third DEED OF TRUST in the amount of. . . .. . . .. . $ IN FAVOR OF SEL R payable monthly at$ including interest at_% all due years from date of originati . Buyer to submit a loan application to Seller, on a form acceptable to Seller,within_days following acceptance. yer authorizes Seller and/or Broker(s)to obtain,at Buyer's expense,a copy of Buyer's credit report.Seller may cancel thi urchase and sale agreement upon disapproval of either the application or the credit report,by providing to Buyer written olice within days after receipt of those documents. Add' onal terms: E. TOTAL PURCHASE PRICE .. . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . ... . . . $ -75>G=0_00 Buyer and Seller ackno dge re pt of copy of this page,which cons es Page t of 9 Pages. Buyer's Initials g ( ) Seller's Initials ) ( ) THIS STANDARDIZED DOCUMENT HAS BEEN APPROVED BY TH ALIFORNIA ASSOCIATION OF REALTORS-(C.A.R.)INFORM ONLY.NO REPRESENTATION IS MADE AS TO THE APPROVAL .OFTHEFORMOFANYSUPPLEMENTSNOTCURRENTLYPUBLI ED BY C.A.R.OR THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION.IT SHOULD_• NOT BE USED WITH EXTENSIVE RIDERS OR ADDITIONS. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS.IF YOU DESIRE LEGAL OR TAX ADVICE.CONSULT AN APPROPRIATE PROFESSIONAL. The copyright laws or the United States(I7 U.S.Code)forbid the unauthorized reproduu9ion of this form by any means including facsimile or computerized formals. OFFICE USE ONLY Copyright©1993•CALIFORNIA ASSOCIATION OF REALTORS' tr. R South Virgil Avenue,Los Angeles,California 90020 Reviewed by Broker or Designee tr♦ REVISED rg? Date._ .. ,ptplyn' ovlroAnlem &VA MAA 95 Subject•Property/lddress: 748 Pismo S`- yet, San Luis Obispo November 8 1996 F. NGTIFIGA;FIQP (2) Buyer shall be allowed _days following acceptance to give written not711ijeller that Buyer has or has not obtained fin Ing. (3) If,within the time set forth in paragraph 1F(2),Buyer gives notice that financingen obtained,then the financing contingen is thereby waived. If,within the time set forth in paragraph 1F(2). Buyer gives notice that finans not been obtained, then Buyer mu oncurrently waive the financing contingency or cancel this Agreeotent in writing. (4) If Buyer faits to give notice(s) as set forth in paragraph 1F(1)or 1F(2), then ay cancel this Agreement in days after expiration of the time set forth in paragraph 1F(1) or 1F(2). (5) If Buyer or Seller gives written notice to cancel pursuant to paragraph 1F(3)othen the deposit p interest,if any,less any applicable fees or costs, shall be returned to the Buyer. G. ASSUMPTION OR "SUBJECT TO": In the event Buyer assumes or takes title " to" an exi ng loan, Seller shall promptly request and, upon receipt, provide Buyer with copies of applicable notes and Deeds of Trust, loan bs, an urrent interest rates. A note may contain a number of features,including such provisions as interest rate changes,monthly payment chanll payments,and acceleration provisions.Buyer may provide Seller written notice of disapproval within the time specified in paragraph 34B(4) s approval shall not be unreasonably withheld. Difference in existing loan balances shall be adjusted in ❑ Cash, ❑ Other H. ADDITIONAL SELLER FINANCING TERMS:Seller shall cause to be prepa any promissory note and/or deed of trust which shall contain,but shall not be limited to, the following additional terms: (1) REQUEST FOR NOTICE OF DEFAULT on senior loans. (2) Buyer shall execute and pay for a REQUEST FOR NOT] OF DELINQUENCY in escrow and at any future time if requested by Seller. (3) Acceleration clause making the loan due, at Seller's ion, upon the sale or transfer of the Property or any interest in it, or upon default of any payment under the note, when permitted by law. (4) A late charge of_%of the installment d ,or$ if the installment is not received within_days of the date it is due. (5) Title insurance coverage in the form of joint protection policy shall be provided insuring Seller's deed of trust interest in the Property. (6) Tax Service shall be obtained and Id by Buyer to notify Seller if property taxes have not been paid. (7) Buyer shall provide fire and ext dad coverage insurance during the period of Seller financing,in an amount sufficient to replace all improvements on the Property, or the tot encumbrances against the Property, whichever is less, with a loss payable endorsement in favor of Seller. (8) The addition,deletion r substitution of any person or entities under this Agreement or to title prior to close of escrow shall require Seller's written consent.Seller m grant or withhold consent in Seller's sole discretion.Any additional or substituted person or entity shall,if requested by Seller, submit to Sol the same documentation as required for the original named Buyer.Seller or Broker(s)may obtain a credit report on any such person or entity (9) If th roperty is mixed-use property, which includes 1-4 dwelling units, Buyer and Seller shall execute a Seller Financing Disclosure Statement .A.R.Form SFD-14)(Civil Code§§2956.2967),it applicable,as provided by arranger of credit,as soon as practicable prior to execution of security documents. 2. SUPPLEMENTS: The ATTACHED supplements are incorporated herein: ❑ Exchange Supplement (ES-14) Contract Supplement/ ❑ ❑ ❑ Addendum ❑ 3. ESCROW: This Agreement shall constitute mutual instructions by Buyer and Seller to Escrow Holder not to prepare any document restating, rephrasing, or amending this Agreement unless receiving further written instructions from both parties. Escrow Holder shall conform its conduct in accordance with the terms of this Agreement. Buyer and Seller are advised that Escrow Holder may require them to sign additional instructions for matters not covered by this Agreement, but which do not alter the terms of this Agreement. Escrow instructions shall be signed by Buyer and Seller and delivered to First American Title CO. , the designated Escrow Holder, within [3 15 days following acceptance (or ❑ at least days before close of escrow).Buyer and Seller hereby jointly instruct Escrow Holder and Broker(s)that Buyer's deposit(s)placed into escrow or into Broker's trust account will be held as a good faith deposit toward the completion of this transaction. Release of Buyer's funds will require mutual,signed instructions from both Buyer and Seller, judicial decision, or arbitration award. Escrow shall close ❑ on , 19_, or 129 within 120days following acceptance. Escrow fee to be paid as follows: 50% Buyer / 50% Seller 4. POSSESSION AND KEYS: Possession and occupancy,subject to the rights of tenants under existing leases, shall be delivered to Buyer ® on close of escrow, or ❑ not tater than days after close of escrow, or ❑ Seller shall, at close of escrow, provide Buyer with any keys or other means to operate all property locks and alarms. S. TITLE AND VESTING: Buyer shall be provided a current preliminary (title) report at Seller's expense. Buyer shall,within the time specified in paragraph 34B(4), provide written notice to Seller of any items reasonably disapproved. (A preliminary repott is only an offer by the title insurer to issue a polity of title insurance and may not contain every item affecting title.)At close of escrow: (a)Title shall be transferred by grant deed:(b) title shall be free of liens, except as provided in this Agreement; (c) title shall be free of other encumbrances, easements, restrictions, rights, and conditions of record or known to Seller, except for(1)all matters shown in the preliminary(title) report which are not disapproved in writing by Buyer as above, and (2) ; (d) Buyer shall receive a California Land Title Association (CLTA) policy issued by First American Title Company at Seller'S expense. (An ALTA policy may provide greater protection for Buyer.The designated title company can provide information,at Buyer's request, about availability and desirability of other types of title insurance.)For Seller financing,paragraph 1H(5)provides for a joint protection policy.Title shall vest as designated in Buyer's escrow instructions. (THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES;THEREFORE, BUYER SHOULD GIVE THIS MATTER SERIOUS CONSIDERATION.) 6. ASSIGNMENT: Buyer shall not assign all or any part of its interests in this Agreement without first having obtained the written consent of Seller; such consent shall not be unreasonably withheld.However,it Seller is financing all or part of the purchase price,Seller consent shall be determined by paragraph 1H(8). Any total or partial assignment shall not relieve Buyer of its obligations pursuant to this Agreement. Buyer and Seller acknowl( ge retey of this page,which cof 9 Pages. Buyer's Initials ( _) ( ) Seller's Initials ( ) ( ) OFFICE USE ONLY Revievreo by Broker or Designee 112111 Date. rauulcimm -- --...------- arontvNm -- MIR MM 95 iubject Property Address: 748 RiSMQ S %t, Sall Ltnpo November 8 . 19 96_ 7. PRORATIONS: A. Real property taxes and assessments, interest. rents.Association regular dues and regular assessments, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and shall be paid current and prorated between Buyer and Seller, unless otherwise shown in paragraph 7B or 7C, as o1 CR date of recordation of the deed, or ❑ B. Any Special Assessment District bonds and assessments which are now a lien shall be: N paid current by Seller as of the date shown in paragraph 7A(payments that are not yet due shall be assumed by Buyer without credit toward the purchase price); or ❑ C, Association special assessments which are now a lien shall be: ® paid current by Seller as of the date shown in paragraph 7A (payments that are not yet due shall be assumed by Buyer without credit toward the purchase price); or ❑ D. County transfer tax or transfer fee shall be paid by Seller . City transfer tax or transfer fee shall be paid by Seller if applicable . Association transfer fee shall be paid by Seller if applicable . E. THE PROPERTY WILL BE REASSESSED UPON CHANGE OF OWNERSHIP.THIS WILL AFFECT THE TAXES TO BE PAID.Any supplemental tax bills shall be paid as follows: (1) for periods after close o1 escrow, by Buyer(or by final acquiring party, if part of an exchange); and (2) for periods prior to close of escrow, by Seller. TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. 8. BUYER'S INVESTIGATION OF PROPERTY CONDITION: Buyer shall have the right to conduct inspections,investigations,tests,surveys,and other studies("Inspections")at Buyer's expense. Buyer shall,within the time specified in paragraph 348(2)and(3),complete these Inspections and shall notify Seller in writing of any item(s)disapproved.Buyer is strongly advised to exercise this right and to make Buyer's own selection of professionals with appropriate qualifications to conduct Inspections of the entire Property. If Buyer does not exercise this right to conduct Inspections, Buyer is acting against the advice of Broker(s).In any event.Buyer is relying upon Inspections made or obtained by Buyer.BUYER AND SELLER ARE AWARE THAT THE BROKER(S)DO(ES) NOT GUARANTEE, AND IN NO WAY ASSUME(S) RESPONSIBILITY FOR, THE CONDITION AND/OR SUITABILITY OF THE PROPERTY. Seller shall make the Property available for all Inspections.Buyer shall keep the Property free and clear of liens;shall indemnify and hold Seller harmless from all liability, claims, demands, damages, and costs; and shall repair all damages arising from the Inspections. No Inspections may be made by any building or zoning inspector or government employee without the prior written consent of Seller. Upon request of Seller. Buyer shall provide to Seller, at no cost, complete copies of all Inspection reports obtained by Buyer concerning the Property. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING: A. Structural,foundation,roof,plumbing,heating,ventilating and air conditioning, electrical, mechanical,security, appliances,and any personal property included in the sale. B. Square footage,room dimensions,lot size,and age of Property improvements.(Any numerical statements regarding these items are APPROXIMATIONS ONLY and should be verified by Buyer.) ev C. Property lines and boundaries. (Fences, hedges, walls, and other natural or constructed barriers or markers do not necessarily identify true Property boundaries. Property lines may be verified by survey.) D. Sewer, septic, and well systems and components. (Property may not be connected to sewer, and applicable fees may not have been paid. Septic tank may need to be pumped and leach field may need to be inspected.) E. Limitations, restrictions, and requirements regarding Property use, future development, zoning, building, size, governmental permits, and inspections. F. Water and utility availability and use restrictions. G. Potential environmental hazards including asbestos,formaldehyde,radon gas,lead-based paint,other lead contamination,fuel or chemical storage tanks, contaminated soil or water, hazardous waste, electromagnetic fields, nuclear sources, and other substances, materials, products, or conditions. H. Geologic/seismic conditions, soil and terrain stability, suitability, and drainage. 1. Neighborhood conditions, proximity to schools, proximity and adequacy of law enforcement, proximity to other commercial, industrial, residential, or agricultural activities,crime statistics,fire protection,other governmental services,existing and proposed transportatioh,construction and development, airport noise, noise or odor from any source, or other nuisances,hazards or circumstances, and any conditions or influences of significance to certain cultures and/or religions. J. Buyer is advised to make further inquiries and to consult government agencies, lenders, insurance advisors,architects, and other appropriate persons and entities concerning the use of the Property under applicable building,zoning,fire, health,and safety codes,and for evaluation of potential hazards. K. Wood Destroying Pests and Organisms Inspection Report. L. Other: 9. FIXTURES: Excluding trade fixtures, all permanently installed fixtures and fittings that are attached to the Property, or for which special openings have been made,are INCLUDED IN THE PURCHASE PRICE(unless excluded below)and are to be transferred free of liens.These include, but are not limited to,heating,ventilating and air conditioning systems,air coolers,electrical and other power systems,lighting and plumbing fixtures,solar systems,appliances, existing screens,awnings,shutters,window coverings,attached floor coverings,antennas/satellite dishes and related equipment,private integrated telephone systems and other telecommunications systems,security systems/alarms(if owned by Seller),door openers/controls,mailbox,existing in-ground landscaping including trees/shrubs, and 50KW Generator, 500 gallon diesel "super vault", compressor and exhaust system. ITEMS EXCLUDED: 10. SECURITY DEPOSITS: Security deposits,if any,to the extent they have not been applied by Seller in accordance with any rental agreement and current law, shall be transferred to Buyer on close of escrow. Seller shall notify each tenant in compliance with the Civil Code. 11, TAX WITHHOLDING: A. Under the Foreign Investment in Real Property Tax Act(FIRPTA), IRC§1445,every Buyer must, unless an exemption applies,deduct and withhold 10% of the gross sales price from Seller's proceeds and send it to the Internal Revenue Service, i1 the Seller is a "foreign person" under that statute. B. In addition,under California Revenue and Taxation Code§18662,every Buyer must, unless an exemption applies,deduct 31/3%of the gross sales price from Seller's proceeds and send it to the Franchise Tax Board if the Seller has a last known address outside of California or if the Seller's proceeds will be paid to a financial intermediary of the Seller. C. Penalties may be imposed on a responsible party for non-compliance with the requirements of these statutes and related regulations.Seller and Buyer agree to execute and deliver any instrument,affidavit,statement,or instruction reasonably necessary to carry out these requirements,and to withholding of tax under those statutes if required. (SELLER'S AFFIDAVIT OF NON-FOREIGN STATUS AND/OR CALIFORNIA RESIDENCY (C.A.R. Form AS-14), OR BUYER'S AFFIDAVIT (C.A.R. Form AB-11), IF APPLICABLE, SHALL SATISFY THESE REQUIREMENTS.) Buyer and Seller acknowlc e r opy of this page,which co P of_Q_Pages. Buyer's Initials (_ ) ( ) Seller's initials (-0—) ( ) OFFICE USE ONLY FReviewed by Broker or Designee Date . _.__ _ —_.—__ OPPORTUNITY hVA WAR 95 Subject Property Address: 748 Pismo StrPPf . San Luis Obispo November 8 -. 19 96L 12. RISK OF LOSS: Except as otherwise provid this paragraph,all risk of loss to the Property whit :urs after the offer is accepted and before either title has been transferred or possession has been given to Buyer,whichever occurs first,shall be borne by Seller.Any damage to the land and improvements totalling 1 (one)%or less of the purchase price shall: (a) be repaired by Seller until Buyer takes possession of the Property, or(b) be the responsibility of Buyer once Buyer takes possession of the Property. If the land or improvements to the Property are destroyed or materially damaged prior to transfer of title in an amount exceeding 1 (one) %of the purchase price, then whether or not Buyer has possession, Buyer shall have the right only to either. (a) terminate this Agreement and recover the full deposit,or(b) purchase the Property in its then present condition. If this Agreement is terminated pursuant to this paragraph,any expenses paid by Buyer or Seller for credit reports,appraisals,title examination,or inspections of any kind shall remain that party's responsibility.Whether the loss exceeds, equals, or is less than 1 (one) %of the purchase price, i1 Buyer purchases the Properly. Seller shall assign to Buyer all rights to any insurance claims or insurance proceeds covering, or recovered for, the loss. If transfer of title and possession do not occur at the same time, BUYER AND SELLER ARE ADVISED TO SEEK ADVICE OF THEIR INSURANCE ADVISORS as to the insurance consequence thereof. 13. PROPERTY DISCLOSURES: When applicable to the Property and required by law, Seller shall, within the time specified in paragraph 348(7), provide to Buyer,at Seller's expense,the following disclosures and information.Buyer shall then,within the time specified in paragraph 348(4),investigate the disclosures and information and provide written notice to Seller of any item(s) disapproved pursuant to the applicable paragraphs below. A. GEOLOGIC/SEISMIC HAZARD ZONES DISCLOSURE:If the Property is located in a Special Studies Zone(SSZ)(Public Resources Code§§2621.2625). Seismic Hazard Zone(SHZ)(Public Resources Code§§2690-2699.6),or in a locally designated geological, seismic or other hazard zone(s)or area(s) where disclosure is required by law,Seller shall,within the time specified in paragraph 34B(7), disclose in writing to Buyer this fact(s)and any other information required by law.(GEOLOGIC,SEISMIC AND FLOOD HAZARD DISCLOSURE(C.A.R.Form GFD-14)SHALL SATISFY THIS REQUIREMENT) Construction or development of any structure may be restricted.Disclosure of SSZs and SHZs is required only where the maps,or information contained in the maps, are "reasonably available" as defined in Public Resources Code §§2621.9(c)(1) and 2694(c)(1). B. SPECIAL FLOOD HAZARD AREAS:If the Property is located in a Special Flood Hazard Area designated by the Federal Emergency Management Agency (FEMA),Seller,within the time specified in paragraph 348(7),shall disclose this fact in writing to Buyer.(GEOLOGIC, SEISMIC AND FLOOD HAZARD DISCLOSURE(C.A.R.Form GFD-14)SHALL SATISFY THIS REQUIREMENT)Government regulations may impose building restrictions and requirements which may substantially impact and limit construction and remodeling of improvements. Flood insurance may be required by lender. C. STATE FIRE RESPONSIBILITY AREAS:If the Property is located in a State Fire Responsibility Area,Seller,within the time specified in paragraph 348(7), shall disclose this fact in writing to Buyer(Public Resources Code§4136).Government regulations may impose building restrictions and requirements which may substantially impact and limit construction and remodeling of improvements.Disclosure of these areas is required only if the Seller has actual knowledge that the Property is located in such an area or if maps of such areas have been provided to the county assessor's office. D. EARTHQUAKE SAFETY: (1) PRE-1975 PROPERTIES:If the Property was built prior to 1975,and contains RESIDENTIAL,COMMERCIAL,OR OTHER STRUCTURES constructed of masonry,or precast concrete,with wood frame floors or roofs.Seller shall,unless exempt,provide to Buyer a copy of"The Commercial Property Owner's Guide to Earthquake Safety" (Government Code §§8893-8893.5). (2) PRE-1960 PROPERTIES:If the Property was built prior to 1960,and is a mixed-use Property which includes 1.4 DWELLING UNITS of conventional light frame construction,Seller shall,unless exempt,within the time specified in paragraph 348(7),provide to Buyer(a)a copy of the"Homeowner's Guide to Earthquake Safety;' and (b) written disclosure o1 known seismic deficiencies (Government Code §§8897-8897.5). (3) ALL PROPERTIES:If the booklets described in paragraphs 131)(1)and 13D(2)are not required,Buyer is advised that they are available and contain important information that may be useful for ALL TYPES OF PROPERTY (Civil Code §§2079.8 and 2079.9). E. ENVIRONMENTAL HAZARDS BOOKLET:The booklet,"'Environmental Hazards: Guide for Homeowners and Buyers;' is published by the California .Department of Real Estate, and contains information that may be useful for ALL TYPES OF PROPERTY (Civil Code §2079.7). F. OTHER: 14. S), spri ilder(a),emd l9stiefs)shall be imaialled p me to elese a!escie al !I e expeiise a! .9 Billie. 9 Selle. IF iequi ed bl leN, Sellef shall deliver le Buyer 15. nts a d proof of eemplia-c-, - all - - - r I , 9Geller. 16. ENVIRONME SURVEY: (If initialled by all parties.) is Int Seller's Initials two Within 4_days following acceptance, Buyer shall be provided with a phase erre environmental survey report paid ff and obtained by ❑ Buyer, ® Seller.Buyer,within the time specified in paragraph 348(5),shall provide Seller with written notice of any item disapproved. 17. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: (1) Federal, state and local legislation impose liability upon existing and former owners and users of real property,in applicable situations,for certain legislatively defined,environmentally hazardous substances;(2)Broker(s) has/have made no representation concerning the applicability of any such law to this transaction or to Buyer or to Seller except as otherwise indicated in this Agreement;(3)Broker(s)hasthave made no representation concerning the existence,testing,discovery,location and evaluation of/for,and risks posed by,environmentally hazardous substances,if any,located on or potentially affecting the Property,and;(4)Buyer and Seller are each advised to consult with technical and legal experts concerning the existence,testing,discovery,location and evaluation of/for,and risks posed by,environmentally hazardous substances, if any, located on or potentially affecting the Property. 18. AMERICANS WITH DISABILITIES ACT. On July 26, 1990 the Americans With Disabilities Act of 1990(ADA)was signed into law.This federal civil rights legislation prohibits discrimination against individuals with disabilities.The ADA affects almost all commercial facilities and public accommodations. Residential properties are not typically covered by the ADA, but may be governed by its provisions if used for certain purposes. The ADA can require, among other things,buildings to be made readily accessible to the disabled.Different requirements apply to new construction,alterations to existing buildings,and removal of barriers in existing buildings.Compliance with the ADA may require significant costs. Monetary and injunctive remedies may be incurred if the Property is not in compliance. A real estate broker does not have the technical expertise to either determine whether a building is in compliance with ADA requirements or to advise a principal on the requirements of the ADA.Any principal who is a party to this Agreement is advised to contact an attorney,contractor,architect,engineer, or other qualified professional of his/her own choosing to determine to what degree, if at all, the ADA impacts upon that principal or this transaction. Buyer and Seller acknowt ge re pt of copy o1 this page,which consti s Page 4 of 9 Pages. Buyer's Initials ) ( ) Seller's Initials ( ) OFFICE USE ONLY Reviewed by Broker or Designee e Dare oppo ;;7y owoa,usnr ..... . ._. ,.. ,.VR nfM 95 Subject Property Address: 748 Pismo Street, San Luis Obispo November 8 . 19 96 19. CONDITION OF PROPERTY: Initial ONI " or"B;' below. (Do not initial both): Buyer'e Initials Seller's Initials to Buyer:(1)Roof shall be free of KNOWN leaks;(2)appliances,heating,ventilating,and air conditioning systems,electrical, plu er,sewer/septic systems, if any,shall be operative:(3)all broken or cracked glass shall be replaced:(4) Property, including Ian and grounds, shall be maintained in substantially the same condition as on the date of acceptance of the offer;(5)all personal o Included in the sale and all debris shall be removed; (6) NOTE TO BUYER:This warrantyi o Items specified in this paragraph 19A.Any items discovered in Buyer's Inspections which are not covered by this paragraph overned by the procedure in paragraphs 8 and 34. i g. eft, B r a Initl Seller'sInitials B."AS-IS"CONDITION:(If B is initialled,do NOT initial A.)Property is sold"AS IS"in its present condition,without w ranty. Seller shall not be responsible for making corrections or repairs of any nature except: Buyer retains the right to disapprove the condition of the Property based upon items discovered in Buyer's Inspections under paragraph 8.SELLER REMAINS OBLIGATED TO DISCLOSE ADVERSE MATERIAL FACTS WHICH ARE KNOWN TO SELLER AND TO MAKE OTHER DISCLOSURES REQUIRED BY LAW. 20. SELLER REPRESENTATION: Seller warrants that Seller has no knowledge: (a)of any current pending lawsuit(s), investigation(s), inquiry(ies),actions or other proceeding(s)affecting the Property or the right to use and occupy it;(b)of any unsatisfied mechanic or materialman lien(s)affecting the Property; and (c)that any tenant of the Property is the subject of a bankruptcy. If Seller receives any such notice prior to close of escrow, Seller shall immediately notify Buyer. Buyer,within the time specified in paragraph 34B(4), shall provide to Seller written notice of disapproval. 21. PERSONAL PROPERTY:A complete inventory of all personal property of Seller currently used in the operation of the Property and included in purchase price shall be delivered to Buyer within the time specified in paragraph 348(7). Buyer, within the time specified in paragraph 34B(4), shall notify Seller in writing of disapproval.Seller shall deliver title to the personal property by Bill of Sale, free of all liens and encumbrances,and without warranty of condition, except As additional security for any note in favor of Seller for any part of the purchase price, Buyer shall execute a UCC-1 Financing Statement to be filed with the Secretary of State covering the personal property included in the purchase, replacement thereof, and insurance proceeds. 22. PERMITS:If in Seller's possession,Seller,within the time specified in paragraph 348(7),shall deliver to Buyer copies o1 all permits and approvals concerning the Property obtained from any governmental entity, including but not limited to, Certificates of Occupancy, Conditional Use Permits, Development Plans, and licenses and permits pertaining to the operation of the Property. 23. STRUCTURAL MODIFICATIONS: Seller,within the time specified in paragraph 348(7),shall disclose to Buyer in writing any known structural additions or alterations,or the installation,alteration,repair,or replacement of significant components of the structures upon the Property.Buyer,within the time specified in paragraph 34B(4), may notify Seller in writing of disapproval. "1. GOVERNMENTAL COMPLIANCE:(a)Within the time specified in paragraph 348(7),Seller shall disclose to Buyer any improvements,additions,alterations, or repairs("Improvements")made by Seller or known to Seller to have been made without required governmental permits,final inspections,and approvals. (b)In addition, Seller represents that Seller has no knowledge of any notice of violations of City, County, State, or Federal building, zoning, fire,or health laws,codes, statutes, ordinances, regulations, or rules filed or issued against the Property. It Seller receives notice or is made aware of any of the above violations prior to close of escrow, Seller shall immediately notify Buyer in writing. (c) Buyer shall, within the time specified in paragraph 34B(4), provide to Seller written notice of any items disclosed in (a) or (b) which Buyer disapproves. 25. SURVEY, PLANS AND ENGINEERING DOCUMENTS: Seller,within the time specified in paragraph 348(7),shall,at no cost to Buyer,deliver to Buyer copies of surveys,plans,specifications and engineering documents,if any,prepared on Seller's behalf or in Seller's possession.Buyer,within the time specified in paragraph 346(4), shall notify Seller in writing of disapproval. 26. CHANGES DURING ESCROW: A. Prior to close of escrow, Seller may engage in the following acts subject to Buyer's rights in paragraph 26B: (1) rent or lease any vacant unit,or other part of the premises; (2) alter, modify, or extend any existing rental or lease agreement; (3) enter into, alter, modify, or extend any service contract(s); or (4)change the status of the condition of property. B. At least 15 days prior to any proposed changes,Seller shall give written notice to Buyer of such proposed changes. Buyer,within the time specified in paragraph 348(4), shall notify Seller, in writing, of disapproval of any such proposed change. 27. RENTAL/SERVICE AGREEMENTS: Seller, within the time specified in paragraph 348(7), shall make available to Buyer for inspection and review: (1) all current leases, rental agreements, service contracts and other agreements pertaining to the operation of the Property: (2) a rental statement including names of tenants, rental rates, period of rental, date of last rent increase, security deposits, rental concessions, rebates or other benefits, it any, and a list of delinquent rents and their duration.Seller represents that no tenant is entitled to any rebate,concession,or other benefit except as set forth in the documents. Seller represents that the documents to be furnished are those maintained in the ordinary and normal course of business. Buyer, within the time specified in paragraph 34B(4), shall notify Seller in writing of disapproval. 28. INCOME/EXPENSE STATEMENTS:Seller,within the time specified in paragraph 34B(9),shall make available to Buyer a statement of income and expenses pertaining to the subject Property. Seller represents that income and expense statements are based upon records maintained in the ordinary and normal course of business and used by Seller in the computation of federal and state income tax returns. Buyer, within the time specified in paragraph 34B(4), shall notify Seller in writing of disapproval. 29. ESTOPPEL CERTIFICATES: Seller,within the time specified in paragraph 34B(7),shall deliver to Buyer estoppel certificates(Tenancy Statement(C.A.R. Form TS-14) shall satisfy this requirement unless Buyer and/or lender request in writing a different form)completed by all tenants acknowledging: (1)that their rental or lease agreements are unmodified and in full force and effect(or if modified, stating all such modifications); (2) that no lessor defaults exist; and(3)the amount of any prepaid rent or security deposit. Buyer,within the time specified in paragraph 346(4),shall notify Seller in writing of disapproval. BuyO and Seller acknowl ge rec of copy of this page,which conpUkftjpaf 9 Pages. Buyer's Initials ( ) ( ) Seller's Initials ) ( ) OFFICE USE ONLY 0 F by FFIC or Designee_- rN�wa OPPORTUNnV A4A hl a 95 �r5uurnr.,w, r,r w, rnr w rr n„r,nu w r-r nr+wTn w nT ira n, a w n w�c a /5C n� Subject Property Address: 748 Pismo Street, San Luis Obispo November 8 19 96 30. LIQUIDATED- AGES: (11 initialled by all es.) uyer's Init Seller's Initials Buyer and Seller agree that if Buyer fails to complete this purchase by reason of any default of Buyer: Seller shall be released from obligation to sell the Property to Buyer. B. Seller shall retain,as liquidated damages for breach of contract, the deposit actually paid. However, if the Property is mixed-use primarily consisting of a dwelling with no more than four residential units, one of which Buyer intends to occupy as Buyer's residence, then (1) the amount retained shall be no more than 3% of the purchase price and (2) Buyer and Seller shall execute RECEIPT FOR INCREASED DEPOSIT/LIQUIDATED DAMAGES (C.A.R. Form RID-11)for any increased deposits. waives all remedy Sellerme9have in law orequity,ellter . 31. MEDIATION OF DISPUTES:BUYER AND SELLER AGREE TO MEDIATE ANY DISPUTE OR CLAIM BETWEEN THEM ARISING OUT OF THIS CONTRACT OR ANY RESULTING TRANSACTION BEFORE RESORTING TO ARBITRATION OR COURT ACTION.Mediation is a process in which parties attempt to resolve a dispute by submitting it to an impartial,neutral mediator who is authorized to facilitate the resolution of the dispute but who is not empowered to impose a settlement on the parties.Mediation fee,if any,shall be divided equally among the parties involved.Before the mediation begins•the parties agree to sign a document limiting the admissibility in arbitration or any civil action of anything-said,any admission made,and any documents prepared,in the course of the mediation,consistent with Evidence Code§1152.5.In addition,if paragraph 33 is initialled by Broker(s),Buyer and Seller agree to mediate disputes or claims involving an initialling Broker,as defined by that paragraph,consistent with this provision.The election by Broker(s)to initial or not initial paragraph 33 shall not affect the applicability of this mediation provision between Buyer and Seller and shall not result in the Broker(s)being deemed parties to the purchase and sale agreement.IF ANY PARTY COMMENCES AN ARBITRATION OR COURT ACTION BASED ON A DISPUTE OR CLAIM TO WHICH THIS PARAGRAPH APPLIES WITHOUT FIRST ATTEMPTING TO RESOLVE THE MATTER THROUGH MEDIATION,THEN IN THE DISCRETION OF THE ARBITRATOR(S)OR JUDGE,THAT PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEY'S FEES EVEN IF THEY WOULD OTHERWISE BE AVAILABLE TO THAT PARTY IN ANY SUCH ARBITRATION OR COURT ACTION.However,the filing of a judicial action to enable the recording of a notice of pending action,for order of attachment,receivership,injunction, or other provisional remedies,shall not in itself constitute a loss of the right to recover attorney's fees under this provision.The following matters are excluded from the requirement of mediation hereunder:(a)a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust,mortgage,or installment land sale contract as defined in Civil Code§2985,(b)an unlawful detainer action,(c)the filing or enforcement of a mechanic's lien,and(d)any matter which is within the jurisdiction of a probate court. 32. ARBITRATION OF DISPUTES:Any dispute or claim in law or equity between Buyer and Seller arising outof this contractor any resulting transaction which is not settled through mediation shall be decided by neutral,binding arbitration and not by court action,except as provided by California law for judicial review of arbitration proceedings.In addition,if paragraph 33 is initialled by Broker(s),Buyer and Seller agree to arbitrate disputes or claims involving an initialling Broker,as defined by that paragraph, consistent with this provision.The election by Broker(s)to initial or not initial paragraph 33 shall not affect the applicability of the arbitration provision between Buyer and Seller, and shall not result in the Broker(s) being deemed parties to the purchase and sale agreement. The arbitration shall be conducted in accordance with the rules of either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Services, Inc. (JAMS).The selection between AAA and JAMS rules shall be made by the claimant first filing for the arbitration. The parties to an arbitration may agree in writing to use different rules and/or arbitrator(s).In all other respects,the arbitration shall be conducted in accordance with Part III,Title 9 of the California Code of Civil Procedure.Judgment upon the award rendered by the arbitrator(s)may be entered in any court having jurisdiction thereof.The parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05.The following matters are excluded from arbitration hereunder: (a) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust,mortgage,or installment land sale contract as defined in Civil Code§2985,(b)an unlawful detainer action,(c)the filing or enforcement of a mechanic's lien,(d)any matter which is within the jurisdiction of a probate or small claims court,and(e)an action for bodily injury or wrongful death,or for latent or patent defects to which Code of Civil Procedure§337.1 or§337.15 applies.The filing of a judicial action to enable the recording of a notice of pending action,for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver of the right to arbitrate under this provision. "NOTICE:BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION.IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION,YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.YOUR AGREEMENTTO THIS ARBITRATION PROVISION IS VOL' RY." "WE HAVE R ND.UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE RBITRATI F DISPUTES' PROVISION TO NEUTRAL ARBITRATION:' B ,.In s Seller's Initials 33. BRKERS(MEDIATION/ARBITRATION):(If initialled.)Any Broker who initials below agrees to(a)mediate any dispute or claim with Buyer,Seller, or o er initialling Broker, arising out of this contract or any resulting transaction, consistent with paragraph 31, and (b) arbitrate any dispute or claim with Buyer,Seller,or other initialling Broker arising out of this contract or any resulting transaction,consistent with paragraph 32.However, if the dispute is solely between the Brokers,it shall instead be submitted for mediation and arbitration in accordance with the Board/Association of REALTORS° or Property Data System rules.I1 those entities decline to handle the matter,it shall be submitted pursuant to paragraphs 31 and 32.The initialling of this paragraph shall not result in any Broker being deemed a party to the purchase and sale agreement. As used in this paragraph, "Broker" means a brokerage firm and any licensed persons affiliated with that brokerage firm. Selling Broker Listing Broker By: By: (Initials) (Initials) Buyer and Seller acknowled a te of copy o1 this page,which c u s P Pages. Buyer's Initials ( re ) ( ) Seller's Initials ( ) ( ) OFFICE USE ONLY Fteviewbtl by Broker or Designee — ft. 11 Dale.__ colo Inlalie OPPbRTUX" MIA MAR 95 iubject Property Address: 748 Pismo Street, San Luis Obispo November 8 1996 34. CONTINGENCIES/COVENANTS: METHODS OF SATISFACTION/REMOVAL, TIME FRAMES, DISAPPROVAL/APPROVAL: A. METHOD OF SATISFYING/REMOVING CONTINGENCIES: Contingencies are to be satisfied or removed by one of the following methods: (1)PASSIVE METHOD:IF BUYER FAILS TO GIVE WRITTEN NOTICE OF DISAPPROVAL OF ITEMS OR OF CANCELLATION OF THIS AGREEMENT i WITHIN THE STRICT TIME PERIODS SPECIFIED IN THIS AGREEMENT,THEN BUYER SHALL CONCLUSIVELY BE DEEMED TO HAVE COMPLETED ALL INSPECTIONS AND REVIEW OF APPLICABLE DOCUMENTS AND DISCLOSURES AND TO HAVE MADE AN ELECTION TO PROCEED WITH j THE TRANSACTION WITHOUT CORRECTION OF ANY-ITEMS WHICH THE SELLER HAS NOT OTHERWISE AGREED TO CORRECT, OR (2) ACTIVE METHOD: IF BUYER AND SELLER INITIAL THIS PARAGRAPH, THEN PARAGRAPH 34A(1) SHALL NOT APPLY. rWRITING BUYER'S DISAPPROVAL OF ITEMS OR REMOVAL OF CONTINGENCIES SHALL BE IN WRITING. IF BUYER ROVE,REMOVE OR WAIVE ANY CONTINGENCY OR OTHER ITEM IN THIS PARAGRAPH OR CANCEL OR ELECT TO PROCEED HIN THE STRICT TIME PERIODS SPECIFIED IN THIS AGREEMENT,THEN SELLER MAY CANCEL THIS AGREEMENT BY GIVING WRITTEN NOTICE OF CANCELLATION TO BUYER. B. TIME FRAMES: Buyer and Seller agree to be bound by the following time periods: BUYER HAS the following number of days•to take the action specified, BEGINNING ON THE DATE FOLLOWING ACCEPTANCE OF THE OFFER: (1) 30 Days Buyer Inspections o1 Property(complete Inspections, except GEOLOGIC, and give notice of disapproval) (paragraph 8), (2) 30 Days Buyer Inspections o1 Property(complete GEOLOGIC INSPECTIONS and give notice of disapproval) (paragraph 8), (3) Days BUYER HAS the following number of days to DISAPPROVE the items listed below,BEGINNING ON THE DATE OF BUYER'S RECEIPT OF EACH ITEM: (4) 15 Days Existing Loan Documents(paragraph 1G), Preliminary(Title)Report(paragraph 5),Geologic/Seismic/Flood/State Fire Zones/Areas (paragraph 13.4,B,C), Earthquake Guides(paragraph 13D), Seller Representation(paragraph 20), Personal Property(paragraph 21), Structural Modifications(paragraph 23).Governmental Compliance(paragraph 24),Survey,Plans(paragraph 25),Changes During Escrow (paragraph 26),Rental Agreements(paragraph 27),Income/Expense Statements(paragraph 28),Estoppel Certificates(paragraph 29), (5) _L5_ Days Environmental Survey(paragraph 16), (6) 15 Days Seismic Engineering Report SELLER HAS the following number of days to PROVIDE to Buyer,as applicable,the information listed below,BEGINNING ON THE DATE FOLLOWING ACCEPTANCE OF THE OFFER-- (7) FFER(7) AE Days Geologic/Seismic/Flood/State Fire Zones/Areas Disclosures,if applicable(paragraph 13A,B.C),Commercial Property Owner's Guide to Earthquake Safety and/or Homeowner's Guide to Earthquake Safety(paragraph 13D), Personal Property(paragraph 21), Permits (paragraph 22), Structural Modifications (paragraph 23), Governmental Compliance (paragraph 24), Survey, Plans(paragraph 25), Rental Agreements(paragraph 27), Income/Expense Statements (paragraph 28), Estoppel Certificates (paragraph 29), (s) Aa Days Seismic Engineering Report The items listed below, as applicable, shall promptly be requested and upon receipt provided to Buyer: (9) Existing Loan Documents(paragraph 1G), Preliminary (Title) Report (paragraph 5), Income/Expense Statements(paragraph 28). (10) C. DISAPPROVAUAPPROVAL OF ITEMS: If,within the time specified.Buyer provides written reasonable disapproval to Seller of any item for which Buyer has a disapproval right,Seller shall respond in writing within 15 days after receipt of Buyer's notice. If Seller is unwilling or unable to correct the items disapproved by Buyer, then (a) Buyer may cancel this Agreement by giving written notice of cancellation to Seller within 15 days(after receipt of Seller's response,or after expiration of the time for Seller's response,whichever occurs first),in which case Buyer's deposit shall be returned to Buyer,or(b)if paragraph 34A(2)is initialled,then Buyer shall provide Seller with a written notice of either cancellation or election to proceed. If Buyer elects to proceed with the transaction without Seller's correction of items, Buyer shall assume all liability, responsibility, and expense for repairs or corrections, including the expense of compliance with governmental agency requirements.This does not,however,relieve the Seller of any contractual obligations to repair or correct items otherwise agreed upon. D. FOR ALL TIME PERIODS: Buyer and Seller understand that time periods can be changed only by mutual written agreement. 35. AGENCY CONFIRMATION: The following agency relationship(s) are hereby confirmed for this transaction: Listing Agent: John ROSSetti., Inc. , dba is the agent of (CHECK ONE ONLY): (Print Firm Name) Rossetti Company ❑ the Seller exclusively; or M both the Buyer and Seller. Selling Agent: (if not same as Listing Agent) is the agent of (CHECK ONE ONLY): (Print Firm Name) ❑ the Buyer exclusively; or ❑ the Seller exclusively; or ❑ both the Buyer and Seller. (it the Property is a mixed-use property which includes 1-4 residential dwelling units.Buyer and Seller must also be given one or more Disclosure Regarding Real Estate Agency Relationships forms(C.A.R. Form AD-14).) 36. BROKERAGE:Neither Buyer nor Seller has utilized the services of,or for any other reason owes compensation to,a licensed real estate broker(individual or corporate),agent,or finder,or other entity,other than as specified in this Agreement, in connection with any act relating to the Property, including, but not limited to,inquiries,introductions,consultations,and negotiations leading to this Agreement.Buyer and Seller each agree to indemnify and hold harmless the other,and the Brokers specified herein,and their agents, from and against any costs, expenses,or liability for compensation claimed inconsistent with the warranty and representation in this paragraph. 37. AUTHORITY-Any person or persons signing this Agreement represents that such person has full power and authority to bind that person(s)principal and that the designated Seller and Buyer have the full authority to enter into and perform this Agreement. Entering into this Agreement and the completion of the obligations pursuant to this contract does not violate any Articles of Incorporation, Bylaws, Partnership Agreement, or other document governing the activity of either Seller or Buyer. 38. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors and assigns, except as otherwise provided herein. 39. PROFESSIONAL CONSULTATION: BUYER AND SELLER ACKNOWLEDGE THAT THEY ARE ADVISED TO CONSULT APPROPRIATE PROFESSIONALS CONCERNING ANY AND ALL EXISTING OR POTENTIAL LEGAL,TAX,AND ENVIRONMENTAL RESPONSIBILITIES, IMPLICATIONS,AND IMPACTS TO THEM RESULTING FROM THIS AGREEMENT. BROKER HAS MADE NO REPRESENTATIONS REGARDING THE ABOVE MATTERS. 40. COPIES: Seller and Buyer each represent that copies o1 all reports, documents, certificates, approvals, and other documents which are furnished to the other are true, correct, and unaltered copies of the original documents if the originals are in the possession of the party furnishing same. 41. ATTORNEY'S FEES:In any action,proceeding,or arbitration between Seller and Buyer arising out of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees and costs, except as provided in paragraph 31. Buyer and Seller acknowle rec ' of copy o1 this page,which constitutes Pa 9 Pages. Buyer's Initials ( _) ( ) Seller's Initials _ _) ( ) OFFICE USE ONLY Reviewed by Broker or Designee Date mu�ta,oua .__.. ovponTuxm --- NUR MAn 95 Subject Property Address: 748 Pismo F- -et, San Luis Obispo November 8 t996 42. GOVERNING LAW: This Agreement shall be governed by the laws of the state of California. 43. PROPERTY DATA SYSTEM: If Broker is a Participant of a Property Data System,Broker is authorized to report,upon the close of escrow,the sale,price, terms,and financing for publication,dissemination, information,and use of the Property Data System, its parent entity, authorized members, participants, and subscribers, unless given contrary written instructions by Buyer or Seller. 44. OTHER TERMS AND CONDITIONS: 45. TIME OF ESSENCE; ENTIRE CONTRACT: Time is of the essence. No extension of time or waiver for performance of any act or obligation shall be deemed an extension of time or waiver for any other act or obligation. All prior agreements between the parties are incorporated in this Agreement which constitutes the entire contract.Its terms are intended by the parties as a final,complete and exclusive expression of their agreement with respect to its subject matter and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement.The captions in this Agreement are for convenience .of reference only and are not intended as part of this Agreement. This Agreement may not be extended, amended, modified, altered, or changed in any respect whatsoever except by a further agreement in writing executed by Buyer and Seller. 46. NOTICES: Whenever any Party shall give notice pursuant to this Agreement,each such notice shall be in writing and shall be delivered personally or by facsimile or by mail, postage prepaid, addressed as set forth below. TO SELLER: TO BUYER: Name City of San Luis Obispo Name Rob Rossi Address 990 Palm Street Address P.O. Box 2119 San Luis Obispo, CA 93401 Avila Beach, CA 93424 Fax Fax If either notice address above has been left blank,notice shall be delivered to the address set forth below the recipient's signature of acceptance. Either party may change its notice address by providing notice thereof to the other party. DEFINITIONS The following terms, whenever used in this Agreement, shall have the meaning as set forth below: Acceptance: The dale,on which the offer, or last counter offer, is signed and communicated to the offeror consistent with the offer or counter offer. Agreement: The terms of this offer plus those of any counter offer, supplement, exhibit and/or addendum. Broker: Any broker or brokerage firm named in this Agreement and any licensee acting through such broker or brokerage firms. Days: Calendar days. Property: The property to be acquired by the Buyer as a result of this Agreement. OFFER This is an otter to purchase the Property. All paragraphs with spaces for initials by Buyer and Seller are incorporated in this Agreement only if initialled L7N both parties.If only one initials,a counter offer is required until agreement is reached.Unless acceptance is signed by Seller and a signed copy delivered in person, by mail, or facsimile, and personally received by Buyer, or by , who is authorized to receive it,by November 15 , 19_26 at 5:00 AM/PM,this offer shall be deemed revoked and the deposit shall be returned. Buyer has read and acknowledges receipt of a copy of this offer and agrees to the above confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults. Buyer may be responsible for payment of a commission. This Agreement and any supplement, addendum, or modification, including any photocopy or facsimile, may be executed in two or more counterparts, all of hich shall con ut one and the same writing. Receipt for deposit is acknowledged: Real Estate B ker John Rossetti, Inc. gy Name Printed John Rossetti Address 1 65 Hi uera Street SLO, CA 93 Ol Telephone 805)544-3900 Fax 8 — Dale Nbvember 8 . 1996 BUYRob Rossi BUYER By By NamIER nted Rob Rossl Name Printed Title Title Address P.O. Box 2119, Avila Beach, CA 93424 Address Telephone (805)595-7777 Fax (805)595-7927 Telephone Fax ACCEPTANCE The undersigned Seller accepts the above and agrees to sell the Property on the above terms and conditions and agrees to the above confirmation of agency relationships(® subject to attached counter offer). Seller agrees to pay compensation for services as follows: Six percent (6%) of sales price to John Rossetti, Inc. , dba Rossetti Co. Broker, and N/A to N/A Broker. payable:(a)on recordation of the deed or other evidence of title;or(b)if completion of sale is prevented by default of Seller.upon Seller's default;or(c)if completion of sale is prevented by default of Buyer,only if and when Seller collects damages from Buyer, by suit or otherwise, and then in an amount equal to.one-half of the damages recovered,but not to exceed the above compensation,after first deducting title and escrow expenses and the expenses of collection, if any. Seller hereby irrevocably assigns to.Broker(s) such compensation from Seller's proceeds in escrow. In any action, proceeding, or arbitration relating to the payment of such compensation,the prevailing party shall be entitled to reasonable attorney's fees and costs,except as provided in paragraph 31.The undersigned Seller(s) has read, acknowledges receipt of a copy of this Agreement, and uthorizes Bro r( ) to deliver a signBd copy to Buyer. Real Estate Broker John Rossetti, Inc. BY John Rossetti Address 65 Hi uera Street, SLO, CA 934 1 — Name Printed Telephone 7805)544-3900 Fax 865jS44=39�Z� Date November 15, 1996 1 SELLER City of San Luis Obispo SELLER BY .a --- g Name Printed N Printed _ -a 4 4+ Title Title A-d..n•.r�., `,.,a-et'�-L O '-��•. Address--290 Palm Street, SLO, CA 93401 Address 'it a 4 VO Telephone (805)781-7126 Fax Tele hone I rl I r.}— Fax r) 3 t — 1 i o cT Real Estate Broker(s)confirm(s)agency relationship(s)above.(Real Estate Brokers are not a 'es tot ur s ands Ent between Buyer and Seller.): Real Estate Broker(Selling) John Rossetti, Inc. B _ _ _ Date Real Estate Broker(Listing) John Rossetti, Inc. B Date This form Is available lot use by the entire real estate industry The use of OFFICE USE ONLY thisis a form isem intended wmIleryip arkser asamyDeus. oyhyy real FRoviewedby Broker or Designee isa tegi4ered CUll ho 21e members 01 t re which ma b SSOCI Testate licensees wno a,e members at the NATIONAL ASSOCIATION OF REALTORS• and wt toSebSCrmetoil,Codeulruecs Page Sof 9 Pages. �F m . . NRA MAR 95 Lr. ws>.)- a v.tip •,v, S. , .� "r01NTRAM SUPPLEMENT/ADDEN,�r",!M =y R_'rl ENDED TO BEA LEGALLY BINDING CONTRACT READ �4REFULLY r -a . .. -CAUFORNIAASSOCIATION OFREALTORS® (CAR)STANDARDFORM\1Y 5 til. . rJ •{il.�.tall:inVM• !1 ..a:.. .r Y n.� ...a .. • .� .-� ,-.. ..-�_ •.�sr...'l'..x-i'�.lit�r._..i.f The following terms and conditions are hereby incorporated in and made a part of the: CS Real Estate Purchase Contract and Receipt for Deposit, ❑ Mobile Home Purchase Contract and Receipt for Deposit, ❑ Business Purchase Contract and Receipt for Deposit, ❑ other dated NnyPmbAr R . 1996 — , on property known as: 748 Pismo Street, APN# 003-524-011 in which Rnh Rnsci and/or nnmi nPP nr assignPP is referred to as Buyer and The City of San Luis phi spo is referred to as Seller. 1 _A_ nVPMTT- RuVPr shal 1 , upon approval of all the rontingencies, increase he deposit —tn fifty t-haisanel einllars („x,000.00) . TNF, dPoosit will then be non-refundable, be passed thrntTgh egrrnw to SP11tor and apply to the purchase price. 34_R_ (R)_ $FTSMTr RN TMMTNr. RRPCRT- SP11 r shall , At, Seller's expense, provide RuVpr wi 1-h a SPi cmi r P-ngi nPPri n9 RPz art. Tt is the infant of tha Rulra 1-n ut-i1i2P this t'. ansartinn as part of an exchange of —like kinA prnperrtV and sPl1Pr AgrPPc to rpoperatP in ZffPrting such Pxchange. Buyer is purchasing two separate parcels and may proceed with a lot line adjustment prior to the close of escrow. w The undersigned acknowledge receipt of a copy of this page, which constitutes Page 9 of 9 Pages. Date 11AA10 1 Date V\,. f r 9 ctC i� Buyer _ :9 :_ Buyer Seller The copyright laws of the United States(17 U.S.Code)forbid the unauthorized reproduction of this form by any means including facsimile or computerized formats. This tam Is milaW for use by the emirs reel estate Industry.The use of OFFICE USE ONLY tab form IS his intended to identify the user se a REALTOR-. REALTOR- is a fegistarad collective membership mark which may be used only by real Reviewed by Broker or Designee mane licensees who we members W the NATIONAL ASSOCIATION OF RFaLroRr end who subscribe to its cone of Ethics. [i f?OKEP.'S COPY Date [DnL Boum ePMA1YNI” Copyright©1986•CALIFORNIA ASSOCIATION OF REALTORS' M-PM-e/93 525 S Virgil Avenue.Los Angeles.California 90020 DS-14 COUNTER OFFER THIS IS INTENDED TO BEA LEGALLY BINDING AGREEMENT-READ IT CAREFULLY. CA 9NIA ASSOCIATION OF REALTORS" (C.A.R.)STANOARr M. . This is a counter offer to the: Real Estate Purchase Contract and Receipt for Deposit, ❑ Mobile Home Purchase Contract and Receipt for Deposit, ❑ Business Purchase Contract and Receipt for Deposit, ❑ Other dated November 8 19 96 , on property known as: 748 Pi cmn Str pt and adjacenit i ng 1 of in which Rnh Rossi and/nr Nominee or Asci anee is referred to as Buyer and City of San Taii G nhi spo is referred to as Seller. Al. CHANGES/AMENDMENTS: c;PYv'T17W 1 — E%]RrRASR PRTrR- cpvpn Mind ed Seventy-Five Thousand Doll ars (5;775,000.00). SEXMM 1 — RSCR W, SR=CN 16 — EMC Rf taffla TAT. STIR VEV, and SFr ITON 34-R.1-9 — GEN=/ COVMNarc- Rpp 1 arp "Art pz t•AnrP" with "City of ';an Luis; Obi Spa's Co tnCi 1 ' d -i i d i On, in open st ..;on, of this AgrPPmpnt•"_ SEcriC7J R —mmm sS TNVRSSTTr.ATTMT op PROPERTY (Y ATT1nmm- R lypr may prior to Close of Psr" raw, Aiihiect• to Sp11 Pr's approval which shall not hp rpasnnahl y wi thhel d make repairs to the rnnf provided Ruypr shall ;ntlpmnify, insure and hn1A Seller harmless for said ronf rApairc_ SECTION 9 - FIXTURES: The 50kw generator, compressor and siren shall be included in the Purchase Price. SECTION 16 - ENVIRONMENTAL SURVEY: The environmental survey report shall be paid for and obtained by Buyer. Seller agrees, at the close of escrow, to reimburse Buyer for one-half of the cost of said report In the event Buyer disapproves the contingency per Section 34 B 5, Buyer agrees to pay for the total cost of said report The report's total cost shall not exceed $15,000.00 and shall be performed by a licensed engineer improved by Seller. *** SER ATTACH OODTTRACT SIIPPL@1ENP/ADDE 41 M *** Seller accepts all other terms and conditions in the above designated agreement. A2. RIGHT TO ACCEPT OTHER OFFERS:Seller reserves the right to continue to offer the Property for sale and to accept any offer acceptable to Seller at any time prior to Buyer's acceptance and communication of acceptance as described in paragraph A3. k3. EXPIRATION: Unless this counter offer is accepted and a copy signed by Buyer is personally received by Seller or who is authorized to receive it for Seller,on or before November 19 , 19 96 at5:00 AM/PM, it shall be deemed revoked and the deposit shall be returned to Buyer.Seller's acceptance of another offer prior to Buyer's acceptance and communication of acceptance to Seller shall revoke this counter offer.Communication of acceptance of this counter offer may be in person,by mail,or by facsimile,and personally received by Seller or other person designated in this paragraph. This counter offer and any supplement,addendum,or modification relating hereto,including any photocopy or facsimile thereof,may be executed in two or more counterparts,all of which shall constitute one and the same writing. Seller acknowledges receipt of a copy and authorizes Broker(s)to deliver a signed copy to B at. Date 11/21 19_96 SELLER Time SELLE A4. ACCEPTANCE: Buyer accepts the above counter offer and acknowledges receipt of a c Date 19_ BUYER Time BUYER A5. COMMUNICATION OF ACCEPTANCE:Receipt of signed acceptanceon 19 at AM/PM,by Seller or other person designated in paragraph A3 is acknowledged. (lnitiats) (Inbals) COUNTER TO COUNTER OFFER SBM!IEN 1-FORCHASE F=: $765,000.00. B1. CHANGES/AMENDMENTS: SKMN 16^�� aRVEY: S llw- aacr hG, at the stage of un, to rdnbme R7LAr for the total aost of the rWOCt wtuch shall nit exceed $15,000.00. In the evert Eiyer c1i rAn3g the a irrrm� P� 5�tirn 34.B.5, Seller agrees to pay f� the total ort of said report. � s - Tn Pte event the CLW of Sart Ups CbLgn's anlchm t det cam me f �rtrn31 the rilriim tf1.5t IfBL't the City S sp;.amc- ineerirlg report netiynmfs, then Seller a=ees at the clCee of wave, to rp;rt=e B4,M frs- f}n rnl-al � said raxet, wihich shall not exceed $10,000 CO In the eoe tt �1rLTvag the a71t;rr�rx r�r p�ycx r;rnt_R_F. Buyer accepts all other terms and conditions in the above counter offer. R-tyw agrew to pay for the tnt•a1 oast of Said rgmLt B2. EXPIRATION: Unless this counter to counter offer is accepted and a copy signed by Seller is personally received by Buyer or who is authorized to receive it for Buyer,on or before Pr 21 19 at 5=� AM/PM, it shall be deemed revoked and the deposit shall be returned to Buyer.Communication of accep ce of this counter to counter offer may be in person,by mail, or by facsimile,and personally received by Buyer or other person designated in this paragrap . Date 1Q9 19 0 BUYER_ Time BUYER B3. ACCEPTANCE:Seller accepts Buyer's counter to counter offer and agrees to sell on the above terms and conditions.Seller acknowledges receipt of a copy and authorizes Broker(s)to deliver a signed copy to Buyer. SU JET TO t?EDNCHED COUNTER OFFER Date 19_ Kn7m TimeB4. COMMUNICATION OF ACCEPTANCE:Receipt of signed acceptance on MIPM,byBuyer or other person designated in paragraph B2 is acknowledged. (Initials) (Initials) Page 1 of 2 THIS STANDARDIZED DOCUMENT HAS BEEN APPROVED BYTHE CALIFORNIA ASSOCIATION OF REALTORS-(C.A.R.)IN FORM ONLY.NO REPRESENTATION IS MADEAS TO THE APPROVAL OF THE FORM OF ANY SUPPLEMENTS NOT CURRENTLY PUBLISHED BY C.A.R.OR THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION.IT SHOULD NOT BE USED WITH EXTENSIVE RIDERS OR ADDITIONS. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS.IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. This form is available for use by the entire real estate industry.The use of this form is not intended to identify the user as a REALTOR•,.. REALTOR', is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS, and who subscribe to its Code of Ethics. The copyright laws of the United Staten(17 U.S.code)lorbid the unauthorized reproduction of this form by any meons including facsimile OFFICE USE ONLY or computerized formats. Copyright©Virgil venue lgg2,CALIFORNIAgeles. ASSOCIATION 9002 IOnr OF REALTORS' I iii0i<I_FT!1 (.QUI"i FDe.d, by Broker or Designee 525 South Virgil Avenue,los Angeles.California 900^.0 couu rouvz: REVISEDgre2 FORM CO-14 WPOr UN" rvm roar s; ',CQ'�'TRAa,SUPPLEMENT/ADDENDUM ` . t `{,`, 7 F lr e` rJ THIS IS INT D TO BE A LEGALLY BINDING CONTRACT.READ IT C� JLLY a{ r . [�� to '( •ti.y�;pJ;: ,+; _• :•,;,+;.;',;.CALIFORNIA ASSOCIATION OF REALTORSm.(CAR)STANDARD FORM r.. .. r. .......... .. _ _ . _. _... . ._. .__w........+ _u 'he following terms and conditions are hereby incorporated in and made a part of the: [N Real Estate Purchase Contract and Receipt 3r Deposit, ❑ Mobile Home Purchase Contract and Receipt for Deposit, ❑ Business Purchase Contract and Receipt for Deposit, 7 other ated November 8 19 96 on property known as: 748 Pismo Street & adjacent parking lot T which Rob Rossi and/or Nominee or Assignee is referred to as Buyer Ind City of San Luis Obispo is referred to as Seller. SECTION 22 PEiMITS Seller agrees to cooperate with Buyer in the processing of applications to the City of San Luis Obispo's Building and Community Development Departments. prior to the close of escrow, provided that final approvals, if any, shall not be granted prior o close of escrow. SECTION 25 SEERVEY, PLANS AND ENGINEERED DOC OMENTS- All items delivered to Buyer pursuant to Section 25, shall be retained by Buyer and any ownership rights Seller may have shall be transferred to Buyer at the close of escrow. SECTION 27 RENTAL/SERVICE AGREEMENTS: Pursuant to the terms of an assignment agreement to be drafted by Seller and approved by Buyer, and subiect to Buyer's review of the parking rental agreements, Buyer agrees to extend for a period of one year after the close of escrow at rents not to exceed those currently being paid, those parking agreements now in effect on the property with the City of San Luis Obispo. SECTION 34 CON TI CENCffi/COVENAM: This agreement is further subject to the City of San Luis Obispo's Councils' approval of this Agreement on or before December 31 1996. This contingency shall be deemed removed upon Councils' ratification, in open session, of this Agreement CONTRACP SOPP EMM ADDE M- Seller agrees to cooperate with Buyer in effecting said Surge, provided Buyer shall indemnify and hold harmless Seller to this transaction rrom all liabilities and any additional costs arising from or connected in any way with the exchange Property is one parcel - APN 003-524-011 The seismic engineering reg4rt shall be paid for and obtained by Buyer. Seller agrees, t-h r to reimburse Buyer for one-half of the cost of said report. In the event-- Buyer disapproves the contingency per Section 34.B.6, Buyer agrees to pay fnr h o a1 cos of said reggrt. The report's total cost shall not exceed $10,000.00, ^h;;ll he performed by a licensed engineer approved by Seller and shall meet the City r San Tai;.-, Ohicpo current reporting requirements The undersigned acknowledge receipt of a copy of this page, which constitutes Page 2 of 2 Pages. Date Date `' /S-- 9 Buyer a Buyer The copyright laws of the United States(17 U.S.Code)forbid the unauthorized reproduction Of Otis toren by any means including facsimile or computerized formats. Thb,corm IS anuabfe tar use by the entire real estate Industry.The use of OFFICE USE ONLY this form is not Warded to identify the user as a REALTOR-. REALTORS is a regiSuned collective membership mark which may ba used only by reel Reviewed by Broker or Designee estate eeenseas who We members or the NATIONAL ASSOCIATION OF [patee,lSula REALTORS*end who subscribe to IS Code of Elhice. 5f•'.OKER•S COPY Date epnilluNITY Copyright©1984 CALIFORNIA ASSOCIATION OF REALTORS' M-PM-5/93 525 S.Vitgil Awanue•Los Angeles.Camorma 90020 DS-14 r r COUNTER OFFER THIS IS INTEN,,? ,1TO BE A LEGALLY BINDING AGREEMENT-READ IT C' UL'LY. CAUFL ASSOCIATION OF REALTORS1° (C-A.R.)STANDARD FO his is a counteroffer to the: ®Real Estate Purchase Contract and Receipt for Deposit, ❑Mobile Home Purchase Contract and Receipt for Deposit, ❑ Business turchase Contract and Receipt for Deposit, ❑ Other and Counter Offer dated November 8 , 19 96 n property known as: 748 Pismo Street and adjacent parking lot 1 which Rob Rossi and/or Nominee Or Assignee is referred to as Buyer nd City of San Luis Obispo is referred to as Seller. 0. CHANGES/AMENDMENTS: CONTRACT SUPPLP=/ADDENDGM: In the event the City of San Luis Obispo's Building Department determines the building must meet the City's seismic engineering report requirements, then Buyer shall obtain and pay for the report and Seller agrees, at the close of escrow, to reimburse Buyer for one-half of the cost of said report. In the event Buyer disapproves the contingency per Section 34.B.6, Seller agrees to reimburse BLtyer for the total cost of said report, provided Buyer delivers a copy of the report to Seller and transfers any ownership interest in the reports to the Seller- The report's total cost shall not exceed $10,000.00, shall be performed by a licansed engineer approved by Seller and shall meet the City of San Luis Obispo 7rr nt reporting remir6ments. SErrrM 16 - EMMKIWIRUAL SURVEY- The environmental survey report shall be paid for and obtained bvRLlyer Seller agrees, at the close of escrow, to reimburse Buyer for on half of f-hiin, cogzitof said report In the event Buyer disapproves the contingency per Start-inn 14-11-9, Se11er agrees to reimburse Buyer for the total cost of said report, prClyiAad Rt1Var dalivert a copy of t-hilm rimpart- to the Seller and transfers any ownership interest in the ranarts to seller- Thp rLzport-ls tnf•al cost shall not exceed $15,000.00, and_sha11 his nerformaA by a licansad anginnar approved by Sellar. Seller accepts all other terms and conditions in the above designated agreement. 12. RIGHT TO ACCEPT OTHER OFFERS:Seller reserves the right to continue to offer the Property for sale and to accept any offer acceptable to Seller at any time prior to Buyer's acceptance and communication of acceptance as described in paragraph A3. ONEXPIRATION: Unless this counter offer is accepted and a copy signed by Buyer is personally received by Seller or ,who is authorized to receive it for Seller,on or before November 22 19.%6--at 5:00 AM/PM, it shall be deemed revoked and the deposit shall be returned to Buyer.Seller's acceptance of another offer prior to Buyer's acceptance and communication of acceptance to Seller shall revoke this counter offer.Communication of acceptance of this counter offer may be in person,by mail,or by facsimile,and personally received by Seller or other person designated in this paragraph. This counter offer and any supplement,addendum,or modification relating hereto,including any photocopy or facsimile thereof,may be executed in two or more counterparts,all of which shall constitute one and the same writing. Seller acknowledges receipt of a copy and authorizes Broker(s)to deliver a signed copy to Buyer. Date 11/21 19—q6 _ SELLER o �� Time SELLER A. ACCEPTANCE• u er ac is the above counter offer and acknowledges receipt of a c Date (T r?���i 19_ BUYER Time BUYER 15. COMMUNICATION OF ACCEPTANCE:Receipt of signed acceptance on 19_at AM/PM,by Seller or other person designated in paragraph A3 is acknowledged. (Initials) (Initials) COUNTER TO COUNTER OFFER 11. CHANGES/AMENDMENTS: Buyer accepts all other terms and conditions in the above counter offer. 12. EXPIRATION: Unless this counter to counter offer is accepted and a copy signed by Seller is personally received by Buyer or ,who is authorized to receive it for Buyer, on or before , 19_at AM/PM. it shall be deemed revoked and the deposit shall be returned to Buyer.Communication of acceptance of this counter to counter offer may be in person,by mail, or by facsimile,and personally received by Buyer or other person designated in this paragraph. Date 19 BUYER Time BUYER 13. ACCEPTANCE:Seller accepts Buyer's counter to counter offer and agrees to sell on the above terms and conditions.Seller acknowledges receipt Of a copy and authorizes Broker(s)to deliver a signed copy to Buyer. Date 19 SELLER Time SELLER 14. COMMUNICATION OFACCEPTANCE:Receipt ofsigned acceptanceon .19_at AM/PM,by Buyer or other person designated in paragraph 62 is acknowledged. (Initials) (initials) HIS STANDARDIZED DOCUMENT HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORSs(C.A.R.)IN FORM ONLY.NO REPRESENTATION IS MADE AS TO THE PPROVAL OF THE FORM OF ANY SUPPLEMENTS NOT CURRENTLY PUBLISHED BY C.A.R.OR THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION IN ANY SPECIFIC RANSACTION.IT SHOULD NOT BE USED WITH EXTENSIVE RIDERS OR ADDITIONS. REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACr10NS.IF YOU DESIRE LEGAL OR TAX ADVICE,CONSULT AN APPROPRIATE PROFESSIONAL. his form is available for use by the entire real estate industry.The use of this form is not intended to identity the user as a REALTOR% REALTOR* is a registered collective membership mark hich may be used only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS- and who subscribe to its Code of Ethics. is copyright laws of the United Sales(17 U.S.Code)forbid the OFFICE USE ONLY laulrwnzed reproduction of this form by any means including t,,,,n,le r compulenzed tormets. Reviewed by Broker or Designee opyright©1986.W7.1992.CALIFORNIA ASSOCIATION OF REALTORS' BROKERS COPY 25 South Virgil Avenue.Los Angeles.California 9oo2o Date_ Icowu rorareo IEVISED 9192 FORM CO-14 oRnoirruiery Mel MAR 95