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HomeMy WebLinkAboutPurchase and Sale AgreementAttachment 2 PURCHASE AND SALE AGREEMENT (726 West 19th Street, National City, CA 91950) THIS PURCHASE AND SALE AGREEMENT ("Agreement") is dated as of the 17th day of June, 2014 ("Effective Date") by and between Stephen Randolph Johnston, Paul William Ralph and Michelle Leann Hooper Ralph (collectively, the "Seller") and the City of National City ("Purchaser"). RECITALS A. The Seller owns the fee interest in that certain real property generally located at 726 West 19th Street, National City, California 91950, Assessor's Parcel Number 559-095-09-00, legally described and depicted in Exhibit A attached hereto and made a part hereof ("Real Property"). B. Seller proposes to construct on the Property certain improvements ("Additional Improvements") as described on Exhibit C attached to and incorporated into this Agreement by reference. The Additional Improvements shall be constructed by the Seller in accordance with the Construction Contract that is being entered into between the Seller and Purchaser concurrently herewith ("Construction Contract"). C. Upon completion of the Additional Improvements, Purchaser desires to purchase the Real Property (including without limitation the Additional Improvements, and any all other improvements and fixtures thereon, which shall be referred to collectively herein as the "Property") on the terms, covenants, and conditions contained in this Agreement. D. Provided the various conditions to Closing (as defined below) set forth in this Agreement, including, without limitation, completion of construction of the Additional Improvements, are satisfied, the Seller agrees to sell the Property to the Purchaser and the Purchaser agrees to purchase the Property from the Seller as set forth in this Agreement. Provided, however, the Seller acknowledges and agrees that in order to bind Purchaser to the terms and conditions of this Agreement, this Agreement must be approved by the City of National City. AGREEMENT FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are acknowledged, the Seller and the Purchaser hereby agree as follows: 1. Purchase and Sale. In consideration of the mutual covenants set forth in this Agreement, the Purchaser will acquire all of the Property, on the terms and conditions set forth herein, provided the various conditions to Closing set forth in this Agreement are satisfied. (a) Sale of the Property. The Seller agrees to sell the Property to the Purchaser, and the Purchaser agrees to purchase the Property from Seller, on the terms and conditions set forth herein. At Closing, the Seller shall convey the fee interest in the Real Property to the Purchaser 1 Attachment 2 by recordation of the Grant Deed (as defined below). The Escrow Agent shall issue the Title Policy (as defined below) to the Purchaser at Closing. (b) Possession of the Property. The Seller shall deliver possession of the Property to Purchaser at Closing. Possession of the Property shall be delivered to Purchaser subject only to the Permitted Exceptions, all as defined hereinbelow. 2. Definitions. As used in this Agreement, the following terms shall have the following meanings - "Additional Improvements" has the meaning set forth in Recital B, above. "Agreement" means this Purchase and Sale Agreement between the Seller and the Purchaser. "Applicable Environmental Law" means all laws applicable to the presence of any Hazardous Materials (as defined below) on or within the Property, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §9601, et seq.); the Resource Conservation and Recovery Act (42 U.S.C. §6901, et seq.); the Clean Water Act (33 U.S.C. §2601, et seq.); the Safe Drinking Water Act (14 U.S.C. §300f, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. §5101, et seq.); the Toxic Substances Control Act (15 U.S.C. §2601, et seq.); the Federal Water Pollution Control Act (33 U.S.C. § 1300, et seq.); the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136, et seq.); the Atomic Energy Act (42 U.S.C. §2011, et seq.); the Nuclear Waste Policy Act (42 U.S.C. §10101, et seq.); the Clean Air Act (42 U.S.C. §7401, et seq.); the California Hazardous Waste Control Act (California Health and Safety Code §25100, et seq.); the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code §25300, et seq.); the Safe Drinking Water and Toxic Enforcement Act ("Proposition 65") (California Health and Safety Code §25249.5, et seq.); and the Porter -Cologne Water Quality Control Act (California Water Code § 13000, et seq.); and any similar federal, state or local laws, all regulations and publications implementing or promulgated pursuant to the foregoing, as any of the foregoing may be amended or supplemented from time to time. "Business Day" means any day other than a Saturday, Sunday or any other day on which Purchaser or Escrow Agent is not open for business. In the event any date, deadline or due date set forth in this Agreement falls on a day that is not a Business Day, then such deadline or due date shall automatically be extended to the next Business Day. "Close" or "Closing" means the close of Escrow as provided herein, which shall not be later than the last day of the Due Diligence Period. "Closing Date" means the date on which the Closing occurs. "Conditions Precedent for the Benefit of the Seller" shall have the meaning set forth in Section 6 of this Agreement. 2 Attachment 2 "Conditions Precedent for the Benefit of the Purchaser" shall have the meaning set forth in Section 7 of this Agreement. "Deposit" shall have the meaning set forth in Section 3(b)(1) of this Agreement. "Due Diligence Period" means the period of time commencing on the Effective Date and ending on July 15, 2014; provided, however, that the Purchaser shall have three (3) one -month options to extend the Due Diligence Period. Each of those extension options may be exercised by the Purchaser providing written notice of the same to the Seller and Escrow Agent. "Effective Date" is defined above. "Escrow" means the escrow depository and disbursement services to be performed by Escrow Agent pursuant to the provisions of this Agreement. "Escrow Agent" means John Lynn at Ticor Title 2878 Camino Del Rio South, Suite 500, San Diego, California 92108. "Grant Deed" means a duly executed and acknowledged grant deed conveying fee simple title to the Real Property from the Seller to the Purchaser, in substantially the form attached hereto as Exhibit B and made a part hereof. "Hazardous Materials" means: (1) Those substances included within the definitions of "hazardous substance," "hazardous waste," "hazardous material," "toxic substance,f' "solid waste," "pollutant" or "contaminant" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq.); the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.); the Clean Water Act (33 U.S.C. §2601 et seq.); the Toxic Substances Control Act (15 U.S.C. §9601 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.); or under any other Environmental Laws. (2) Those substances included within the definitions of "Extremely Hazardous Waste," "Hazardous Waste," or "Restricted Hazardous Waste," under §§25115, 25117 or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to §§25140 or 44321 of the California Health and Safety Code. (3) Those substances included within the definitions of "Hazardous Material," "Hazardous Substance," "Hazardous Waste," "Toxic Air Contaminant" or "Medical Waste" under §§25281, 25316, 25501, 25501.1, 25023.2 or 39655 of the California Health and Safety Code. (4) Those substances included within the definitions of "Oil" or a "Hazardous Substance" listed or identified pursuant to §311 of the Federal Water Pollution Control Act, 33 U.S.C. §1321, as well as any other hydrocarbonic substance or by-product. 3 Attachment 2 (5) Those substances included within the definitions of "Hazardous Waste," Extremely Hazardous Waste" or an "Acutely Hazardous Waste" pursuant to Chapter 11 of Title 22 of the California Code of Regulations. (6) Those substances listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity pursuant to §25249.9(a) of the California Health and Safety Code. (7) Any material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, damages or threatens to damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or public agency requires in order for the property to be put to any lawful purpose. (8) Any material whose presence would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground fuel tank. (9) Pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §136 et seq. (10) Asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. §2601 et seq. (11) Any radioactive material including, without limitation, any "source material," "special nuclear material," "by-product material," "low-level wastes," "high-level radioactive waste," "spent nuclear fuel" or "transuranic waste" and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. §§2011 et seq., the Nuclear Waste Policy Act, 42 U.S.C. § § 10101 et seq., or pursuant to the California Radiation Control Law, California Health and Safety Code §§25800 et seq. (12) Any material regulated under the Occupational Safety and Health Act, 29 U.S.C. §§651 et seq., or the California Occupational Safety and Health Act, California Labor Code §§6300 et seq. (13) Any material regulated under the Clean Air Act, 42 U.S.C. §§7401 et seq. or pursuant to Division 26 of the California Health and Safety Code. (14) Those substances listed in the United States Department of Transportation Table (49 CFR Part 172.101), or by the Environmental Protection Agency, or any successor agency, as hazardous substances (40 CFR Part 302). (15) Other substances, materials, and wastes that are or become regulated or classified as hazardous or toxic under federal, state or local laws or regulations. 4 Attachment 2 (16) Any material, waste or substance that is a petroleum or refined petroleum product, asbestos, polychlorinated biphenyl, designated as a hazardous substance pursuant to 33 U.S.C. §1321 or listed pursuant to 33 U.S.C. §1317, a flammable explosive or a radioactive material. "Immediately Available Funds" means a bank wire transfer or a certified bank or cashier's check. "Improvements" means collectively: (i) any and all buildings, structures and improvements, of any kind whatsoever, located at or affixed to the Real Property; (ii) all rights, privileges and easements appurtenant to the Real Property, if any, including, without limitation, all minerals, oil, gas and other hydrocarbon substances on and under the Real Property, if any; (iii) all development rights, air rights, and water rights if any, relating to the Real Property; and (iv) the Additional Improvements. "Permitted Exceptions" means collectively, the (i) the printed exceptions and exclusions in the Title Policy; (ii) the exceptions to the Title Report (as defined in Section 4(c) below) and approved by Purchaser in writing, or deemed approved by Purchaser, as provided in Section 4(c) below; (iii) real property taxes and assessments which are a lien but not yet payable; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that are shown on the American Land Title Association survey of the Real Property and Improvements which are approved by Purchaser in writing, or deemed approved by Purchaser, as provided in Section 4(c) below. "Property" has the meaning set forth in Recital C, above. "Purchase Price" shall have the meaning set forth in Section 3(a) of this Agreement. "Purchaser" means the City of National City; provided, however, if the City of National City assigns its interest in this Agreement pursuant to Section 11 of this Agreement, then the term "Purchaser" shall mean such assignee. "Real Property" has the meaning set forth in Recital A, above. "Seller" means collectively, Seller's Name(s). "Title Company" means Ticor Title 2878 Camino Del Rio South, Suite 500, San Diego, California 92108. "Title Policy" means a CLTA Owner's Policy of Title Insurance in the amount of the Purchase Price, insuring that title to the fee interest in the Property is vested in the Purchaser subject only to the Permitted Exceptions, which Title Policy shall be obtained through Stewart Title Company. Seller shall pay the cost of the CLTA Owner's Policy of Title Insurance. Purchaser shall pay the cost of any endorsements it desires. Purchaser may obtain an ALTA Owner's Policy of Title Insurance in which event Purchaser shall pay the cost difference between 5 Attachment 2 the cost of the ALTA Owner's Policy of Title Insurance and the cost of a CLTA Owner's Policy of Title Insurance. 3. Purchase Price. (a) Total Purchase Price. The purchase price to be paid by the Purchaser for all of the Property shall be Five Hundred Seventy -Five Thousand and No/100 Dollars ($575,000.00) ("Purchase Price"). (b) Deposit; Liquidated Damages. (1) Deposit. Purchaser shall make a deposit ("Deposit") into Escrow in the amount of Two Thousand Five Hundred and No/100 Dollars ($2,500.00) within ten (10) business days of the Effective Date. If Purchaser elects to terminate this Agreement prior to expiration of the Due Diligence Period then the Deposit shall be immediately returned by Escrow Agent to the Purchaser. If Purchaser elects to terminate or defaults under this Agreement after the expiration of the Due Diligence Period but prior to Closing, then the Deposit shall be distributed to Seller and Purchaser as provided in the liquidated damages provision below. At Closing, the Deposit shall be credited against the Purchase Price as provided in this Agreement. (2) LIQUIDATED DAMAGES. THE DEPOSIT SHALL BE REFUNDABLE TO THE PURCHASER AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. IF ESCROW FAILS TO CLOSE AS A RESULT OF PURCHASER'S DEFAULT UNDER THIS AGREEMENT, THE SOLE REMEDY OF SELLER SHALL BE TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE TO PURCHASER AND ESCROW AGENT, WHEREUPON THE SELLER SHALL RETAIN AS LIQUIDATED DAMAGES THE DEPOSIT (AND SELLER WAIVES ANY RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT SET FORTH IN CALIFORNIA CIVIL CODE SECTION 1680 OR 3389). THEREAFTER, NO PARTY HERETO SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO ANY OTHER PARTY HERETO EXCEPT FOR: (i) THE SELLER'S RIGHT TO RECEIVE AND RETAIN SUCH LIQUIDATED DAMAGES; AND (ii) THE OBLIGATION OF THE PARTIES TO PAY AMOUNTS INTO ESCROW TO PAY A PORTION OF THE FEES AND COSTS OF ESCROW AS SET FORTH IN THIS AGREEMENT. THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE AND AGREE THAT THE SELLER'S ACTUAL DAMAGES IN THE EVENT OF PURCHASER'S DEFAULT ARE UNCERTAIN IN AMOUNT AND DIFFICULT TO ASCERTAIN, AND THAT SUCH AMOUNT OF LIQUIDATED DAMAGES IS REASONABLE UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ., CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE HEREOF INCLUDING, WITHOUT LIMITATION, THE RELATIONSHIP OF SUCH AMOUNT TO THE RANGE OF POTENTIAL HARM TO THE SELLER THAT CAN REASONABLY BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES RESULTING FROM SUCH DEFAULT WOULD BE COSTLY AND INCONVENIENT. IN PLACING ITS INITIALS IN THE SPACE BELOW, EACH PARTY TO THIS AGREEMENT SPECIFICALLY CONFIRMS THE ACCURACY OF THE FOREGOING AND THE FACT 6 Attachment 2 THAT SUCH PARTY HAS BEEN REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE PROVISIONS OF THIS SECTION 3(B)(2) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller's Initials Purchaser's Initials (c) Delivery of Remainder of Purchase Price into Escrow. Not less than one (1) Business Day prior to the Closing Date, the Purchaser shall cause Immediately Available Funds to be delivered to the Escrow Agent in an amount equal to the Purchase Price, minus the Deposit and any interest earned on the Deposit, and plus or minus any adjustments for prorations and expenses required under this Agreement. (d) Disbursement to the Seller. Immediately after the Closing, the Escrow Agent shall disburse to the Seller the funds that the Seller is entitled to receive under this Agreement. 4. Due Diligence Period. During the Due Diligence Period, the Purchaser may determine in the Purchaser's sole and absolute discretion, whether to proceed with the purchase of the Property. During the Due Diligence Period, the Purchaser may terminate this Agreement for any reason or for no reason at all. If the Purchaser terminates this Agreement during the Due Diligence Period, then: (i) all rights and liabilities of the Purchaser and the Seller with respect to this Agreement shall immediately terminate, except for rights and liabilities that specifically survive such termination; (ii) Escrow Agent shall return to the Purchaser all funds or other things deposited in Escrow by the Purchaser; and (iii) Escrow Agent shall return to the Seller all funds or other things deposited in Escrow by the Seller. Provided, however, all fees and costs charged by the Escrow Agent shall be paid one-half (1/2) by the Seller and one-half (1/2) by the Purchaser. (a) Access to the Property and Cooperation. During the Due Diligence Period, and during normal business hours, upon not less than twenty-four (24) hours advance notice to the Seller, Purchaser and its representatives, consultants and attorneys shall have access to entry upon the Property. Purchaser shall indemnify, defend, protect and hold the Seller and Seller's successors, assigns, officers, directors, shareholders, participants, partners, affiliates, employees, representatives, invitees and agents or any of them, and the Property harmless from any losses, costs, damages, claims and/or liabilities, including but not limited to, mechanics' and materialmen's liens and attorney fees and costs proximately caused by such entry upon the Property. In the event Escrow does not close due to an election by the Purchaser not to purchase the Property or a default by the Purchaser, the Purchaser shall, at its sole cost and expense, promptly return the Property to the Seller in the same physical condition it now enjoys, and shall repair any physical damage caused by the Purchaser to the Property as part of or in connection with any such entry upon the Property. The Purchaser is self -insured with excess coverage provided pursuant to an insurance pool. Purchaser's agents, consultants and contractors will secure and maintain, at the Purchaser's or such other person's sole cost, the following policies of insurance which include coverage of all of Purchaser's and its representatives', consultants' and 7 Attachment 2 attorneys' activities on the Property: (1) comprehensive public liability and property damage insurance, including direct contractual and contingent liability with limits of $2,000,000 for personal liability to or death of any one person, $2,000,000 for personal injury to or death of any one person on an occurrence basis, $1,000,000 for property damage in any one accident and $2,000,000 policy limit for aggregate operation on an occurrence basis; (2) comprehensive automobile liability insurance with limits of $1,000,000 for personal injury to or death of any one person, $2,000,000 for personal injury to or death of more than one person in any one accident and $1,000,000 for property damage in any one accident; (3) workers compensation and employer's liability insurance in accordance with the provisions of California law. Policies of insurance described in clause (1), above, shall name the Seller as an additional insured. Certificates of such insurance shall be delivered by the Purchaser to the Seller before entry onto the Property by the Purchaser or its agents, contractors or employees. All such Certificates shall require at least thirty (30) days written notice to Seller prior to termination of such insurance. The Purchaser shall not permit any mechanic's, materialman's, contractor's, subcontractor's or other lien arising from any work done by the Purchaser or its agents pursuant to this Agreement to stand against the Property. If any such lien shall be filed against the Property, the Purchaser shall cause the same to be discharged or bonded within ten (10) days after actual notice of such filing, by payment, deposit, bond or otherwise. The Purchaser's obligations under this Section 4(a) shall survive the termination or expiration of this Agreement and/or Closing. The Purchaser shall have the right during the Due Diligence Period, after providing not less than twenty-four (24) hours advance notice to the Seller, to perform (or cause its consultants and contractors to perform) lead based paint and asbestos testing provided the same are performed in accordance with ASTM published testing standards. Except as set forth in the immediately preceding sentence, if Purchaser desires to do any invasive testing at the Property, the Purchaser may do so only after obtaining Seller's prior written consent to the same, which consent may be withheld or granted on conditions in Seller's sole and absolute discretion. The Purchaser shall promptly restore the Property to the condition the Property was in immediately prior to any such tests, at the Purchaser's sole cost and expense. The Purchaser shall provide the Seller with a complete set of plans, drawings and specifications ("Invasive Testing Plans") that define to the sole satisfaction of the Seller the invasive testing to be performed on the Property and the names of all environmental and other consultants, contractors and subcontractors who will be performing such invasive testing (collectively "Purchaser's Consultants"). The Purchaser shall deliver the names of the Purchaser's Consultants and the Invasive Testing Plans to the Seller concurrently with its request to the Seller that the Purchaser desires to perform invasive testing (unless the names of Purchaser's Consultants have previously been provided to the Seller). (b) Title. Purchaser's obligation to purchase the Property is contingent upon Purchaser's approval of all matters affecting title to or use of the Real Property (collectively, "Title Matters"). The intent of this Section 4(b) is to allow the parties to have certainty regarding the condition of title and the Title Matters which are acceptable to the Purchaser. The procedure set forth in this Section 4(b) shall not affect or otherwise limit the Purchaser's right to terminate this Agreement for any reason or no reason at all as set forth in Section 4, above. (1) Title Report. Title Company previously delivered a current preliminary title report for the Real Property to the Purchaser ("Title Report"). Purchaser shall have until June 25, 2014 (eight (8) days after the Effective Date), to approve or object to any items 8 Attachment 2 disclosed by the Title Report. If Purchaser does not give written notice to Seller of Purchaser's approval or disapproval of any items disclosed by the Title Report within said time period, then Purchaser shall be deemed to have approved the items disclosed by the Title Report. If Purchaser gives written notice to Seller of Purchaser's disapproval of any items disclosed by the Title Report within said time period and Seller does not give written notice to Purchaser within two (2) calendar days thereafter of: (i) Seller's elimination of or agreement to eliminate those disapproved matters prior to the close of Escrow; or (ii) Seller's agreement to provide at Seller's sole expense such title insurance endorsements relating thereto as are acceptable to Purchaser in Purchaser's sole discretion prior to the close of Escrow (each, a "Cure Notice"), then this Agreement shall terminate immediately, unless Purchaser affirmatively agrees in writing that this Agreement will remain in full force and effect. Notwithstanding the foregoing, Seller shall cause all Title Matters which are mechanics' liens and/or deeds of trust to be eliminated as exceptions to title on the Title Policy at Seller's sole expense prior to the close of Escrow. (2) Survey. Seller shall use commercially reasonable efforts to cause an American Land Title Association survey of the Real Property and Improvements to be completed on or before June 25, 2014 (eight (8) days after the Effective Date). Purchaser shall have until July 3, 2014 (sixteen (16) days after the Effective Date), to approve or object to any items disclosed by the American Land Title Association survey. If Purchaser does not give written notice to Seller of Purchaser's approval or disapproval of any items disclosed by the American Land Title Association survey within said time period, then Purchaser shall be deemed to have approved the any items disclosed by the American Land Title Association survey. If Purchaser gives written notice to Seller of Purchaser's disapproval of any items disclosed by the American Land Title Association survey within said time period and Seller does not give written notice to Purchaser within two (2) calendar days thereafter of: (i) Seller's elimination of or agreement to eliminate those disapproved matters prior to the close of Escrow; or (ii) Seller's agreement to provide at Seller's sole expense such title insurance endorsements relating thereto as are acceptable to Purchaser in Purchaser's sole discretion prior to the close of Escrow (each, a "Cure Notice"), then this Agreement shall terminate immediately, unless Purchaser affirmatively agrees in writing that this Agreement will remain in full force and effect. 5. Completion of Additional Improvements. (a) No later than five (5) days after the Effective Date, Seller will begin construction of the Additional Improvements in accordance with the Construction Contract. All costs and expenses of the construction of the Additional Improvements will be paid by Seller. Seller shall apply for, pay for and obtain, any and all permits or licenses required by applicable governmental authorities (including without limitation, City of National City Development Services) necessary or desirable for Seller to construct and install the Additional Improvements. The Purchaser shall not be responsible in any way for, the processing Seller's building permits or other permit applications with the City of National City Development Services. The execution of this Agreement by the Purchaser (i.e., the City of National City) does not constitute the granting of or a commitment to provide any required permits, entitlements or approvals. Seller shall comply with all applicable requirements of the City of National City Development Services and all applicable provisions of the California Public Contract Code. Seller, the general contractor, and any and all subcontractors, shall pay prevailing wages for all work done with 9 Attachment 2 respect to the Additional Improvements as required by California law, including without limitation, the following: (1) Seller, the general contractor, and any and all subcontractors shall comply with prevailing wage requirements and be subject to restrictions, obligations, requirements, and penalties, in accordance with Section 1770 et seq. of the California Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts. (2) Seller, the general contractor, and any and all subcontractors shall furnish all subcontractors/employees a copy of the California Department of Industrial Relations prevailing wage rates which the general contractor will post at the job site. Copies of the prevailing wage rates are available at the Purchaser's office and shall be made available to any interested party on request. (3) Seller, the general contractor, and any and all subcontractors shall comply with the payroll record keeping and availability requirement of Section 1776 of the California Labor Code, and shall deliver to the Purchaser not less than monthly, copies of the certified payroll records and all other documents required to be maintained pursuant to Section 1776 of the California Labor Code or any regulations issued by the California Department of Labor and/or the California Labor Commissioner with respect to the same. (4) Seller, the general contractor, and any and all subcontractors shall make travel and subsistence payments to workers needed for performance of work in accordance with the California Labor Code. (5) Prior to commencement of construction, the Seller, the general contractor, and any and all subcontractors shall contact the Division of Apprenticeship Standards of the California Department of Industrial Relations and comply with Section 1777.5, 1777.6, and 1777.7 of the California Labor Code and all applicable regulations, (b) At reasonable times and on reasonable notice during construction of the Additional Improvements, the Purchaser and its agents and representatives shall have access, without liability, to the Property and to all construction, job records, and information of Seller relating to the construction of the Additional Improvements (whether on Seller's premises or the premises of Seller's architects, engineers, contractors, and consultants) for the purpose of determining whether the work being performed is in accordance with the Construction Contract and this Agreement. All construction shall be performed in accordance with the Construction Contract. Any deficiencies in construction shall be corrected by the Seller, upon written notice from the Purchaser. Seller will at all times keep at the Property a complete updated set of the plans and specifications for the Additional Improvements for examination by Purchaser and its agents and representatives. (c) If Purchaser determines at any time prior to the Completion of the Additional Improvements, as defined in Section 5(d), below, that construction of the Additional Improvements is not proceeding in accordance with the Construction Contract or with this Agreement, and Purchaser does not elect to waive the deviation, deficiency, or omission, Purchaser will give notice to Seller specifying the particular deviation, deficiency, or omission, and Seller will take any corrective work that is necessary to correct the deviation, deficiency, or omission. 10 Attachment 2 (d) On or before August 31, 2014 ("Completion Date"), Seller agrees to cause the completion of the Additional Improvements substantially in accordance with the Construction Contract in a good and workmanlike manner. Failure to cause Completion of the Additional Improvements on or before the Completion Date shall be a material default hereunder. The completion of the Additional Improvements ("Completion of the Additional Improvements") will be deemed to have happened on the occurrence of all of the following: (i) the Additional Improvements have been substantially completed in accordance with the Construction Contract; (ii) the Design Architect has certified and provided to the Purchaser on AIA Form G-704 or similar form, a "Certificate of Substantial Completion," that the Additional Improvements have been completed substantially in accordance with the Construction Contract, and as such, are ready for occupancy; (iii) City of National City Development Services has issued a permanent certificate of occupancy and signed off on all permits for the building or structures on the Property; (iv) the Inspecting Engineer has certified and provided to Purchaser on AIA Form G-704, or similar form, a "Certificate of Substantial Completion," that the Additional Improvements have been completed substantially in accordance with the and are ready for occupancy; (v) Seller has certified to Purchaser that all of the costs for the construction and completion of the Additional Improvements have been paid in full, including, without limitation, payment for services rendered and material delivered by mechanics, materialmen, suppliers, architects, engineers, subcontractors, and the like, or punch list holdbacks; (vi) Purchaser has received reasonably satisfactory evidence that (A) all utilities reflected in the Construction Contract and required for the use and occupancy of the Additional Improvements enter the Property from adjacent public rights -of -way or through valid and appurtenant easements that will be transferred to Purchaser and have been installed, (B) any hookup, tap -on, or connection fees and charges for those utilities have been paid, (C) the installation of the utilities has been approved by the various utility companies, and (D) utility service to the Property has commenced; (vii) Purchaser has received copies of a survey indicating that the Improvements have been erected completely within the boundaries of the Property and are not in violation of any setback restrictions affecting the Property and that no Improvements that are a part of the Property encroach onto adjacent land; and (ix) Seller has notified Purchaser that the Additional Improvements have been completed, and Seller has delivered to Purchaser all of the items required by subdivisions (i) through (viii), inclusive, of this Section 5. 6. Conditions Precedent for the Benefit of the Purchaser. The Purchaser's obligation to Close shall be conditioned upon the satisfaction or emailed or written waiver by the Purchaser of all of the conditions precedent ("Conditions Precedent for the Benefit of the Purchaser") set forth in this Section 6. Any of the Conditions Precedent for the Benefit of the Purchaser may be waived by the Purchaser unilaterally; and if so waived, such conditions shall be of no further effect hereunder. Any such waiver shall be effective only if the same is expressly waived (i) by 11 Attachment 2 email from the Purchaser to the Seller and Escrow Agent; or (ii) in a writing signed by the Purchaser and delivered to the Seller and Escrow Agent. If the Conditions Precedent for the Benefit of the Purchaser are not satisfied by the deadlines set forth in this Section 6 or expressly waived, the Purchaser (provided the Purchaser is not in default hereunder) may provide emailed or written notice of the Purchaser's conditional termination of this Agreement to the Seller and Escrow Agent. After receipt of such notice of conditional termination, the Seller shall have two (2) Business Days to cure any non -satisfaction of a condition or other default specified in the notice of conditional termination. If such matter remains unsatisfied or the default remains uncured after the expiration of such two (2) Business Day period, then this Agreement shall terminate at the close of business on such second (2nd) Business Day. In the event of termination of this Agreement (and by operation of law the Escrow) pursuant to this Section 6, then: (x) except to subparagraph (f) below, the same shall be a default by the Seller (y) Escrow Agent shall return to the Purchaser all funds or other things deposited in Escrow by the Purchaser, including without limitation, the Deposit; and (z) Escrow Agent shall return to the Seller all funds or other things deposited in Escrow by the Seller. Purchaser is not waiving any default by the Seller and nothing contained in this Section 6, including, without limitation, the immediately foregoing sentence shall be a waiver of any right of Purchaser to recover damages from the Seller for failure of any Conditions Precedent for the Benefit of the Purchaser. Provided, however, all fees and costs charged by the Escrow Agent shall all be paid by the Seller. (a) The deposit into Escrow by the Seller of the Grant Deed, duly executed and acknowledged, conveying fee simple title to the Property to the Purchaser at least one (1) Business Day prior to Closing. (b) The deposit by the Seller into Escrow of a duly executed affidavit that it is not a foreign person and is a "United States Person" as such term is defined in Section 7761(a)(30) of the Internal Revenue Code of 1986, as amended, at least one (1) Business Days prior to Closing. The affidavit shall be in the form prescribed by federal regulations, if any. (c) The deposit by the Seller into Escrow of a duly executed California Form 593(c) or other evidence that withholding of any portion of the Purchase Price is not required by the Revenue and Taxation Code of California, at least one (1) Business Day prior to Closing. (d) The deposit by the Seller into Escrow of all additional documents and instruments as are reasonably required by the Purchaser and/or Escrow Agent to complete the Closing, at least one (1) Business Day prior to Closing. (e) The Escrow Agent is prepared and obligated to issue the Title Policy in Purchaser's favor upon the recordation of the Grant Deed and there are no exceptions to the Title Policy, except for Permitted Exceptions. (0 Seller not being in default of any of its representations or warranties under this Agreement, or any other material terms or conditions related to Seller. (g) As of the Closing Date, there exists no lease, tenancy or occupancy agreement affecting the Property. 12 Attachment 2 (h) As of the Closing Date there is not pending, or threatened to be pending, any action or proceeding by any person or before any government authority, the outcome of which could prohibit the use of the Property as intended by the Purchaser. (i) City. This Agreement has been formally approved by resolution of the City of National (j) Completion of the Additional Improvements as set forth in Section 5, above; (k) The Property is not destroyed or damaged by fire or other casualty and, if any casualty has occurred, the Property is restored to a condition equivalent with the completion of the Improvements; (1) Seller has not made an assignment for the benefit of creditors, filed a petition in bankruptcy, been adjudicated insolvent or bankrupt, petitioned a court for the appointment of any receiver of or trustee for it or any substantial part of its property, or commenced any proceeding relating to Seller under any reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or later in effect. There has not been commenced or pending against Seller any proceeding of the nature described in the first sentence of this subsection. No order for relief has been entered with respect of Seller, or any affiliated entity, under the Federal Bankruptcy Code; (m) There exists no Hazardous Materials on or otherwise affecting the Property; (n) There exist no known violations of any Applicable Environmental Law; and (o) Seller has complied and at Closing will be in compliance with each covenant in this Agreement, and the warranties in this Agreement will be true as of the Closing Date. 7. Seller's Representations and Warranties. As a material inducement to Purchaser, Seller warrants to Purchaser that, as of the date of this Agreement and as of the Closing Date: (a) there are no actions, suits, or proceedings pending, or, to the knowledge of Seller, threatened, against Seller or the Property, or involving the validity or enforceability of this Agreement, including, but not limited to, petitions under the Bankruptcy Act of 1978 or other petitions for reorganization or for debtor relief or for the appointment of a receiver; (b) the execution and delivery of this Agreement by Seller and the performance and observance of the terms have all been authorized by all necessary actions of Seller. This Agreement has been duly executed and delivered by Seller. This Agreement is in full force and is enforceable against Seller in accordance with its terms; (c) Seller owns good, marketable, and insurable fee simple title free of all Title Defects for the real property. Seller owns good title free of all Title Defects for the balance of the Property; (d) the Property have not suffered any damage by fire, windstorm, or other hazard that is not fully covered by insurance (or if covered by insurance, that would make it 13 Attachment 2 economically impractical for the Property to be restored or repaired) and that have not been fully restored, repaired, and rebuilt and no condemnation or other proceedings prohibiting the full use of the Property as originally contemplated by the parties have been instituted or threatened; (e) the general plans and notes and the Improvements, when completed, will comply with all applicable requirements of Governmental Authorities having jurisdiction; (f) the Improvements, when completed, in accordance with the general plans and notes, will be structurally sound; (g) in conjunction with all manufacturer's warrant(ies)/guarantee(s) for all products provided for the Improvements, all work for the Improvements shall be guaranteed by Seller for a period of one (1) year from the date of completion against defective workmanship and materials furnished by Seller. Seller shall promptly replace or repair, in a manner satisfactory to Purchaser, any such defective work, after notice to do so from Purchaser, and upon the Seller's failure to make such replacement or repairs promptly, Purchaser may perform this work and Seller shall be liable for the cost thereof; (h) no Hazardous Materials are present on, within or under the Property, or in the soil, groundwater or soil vapor on or under the Property. Seller has received no notice of any proceeding or inquiry pending before or by any governmental authority with respect to the presence of Hazardous Materials or the migration of Hazardous Materials to or from any other Property, nor is the Seller aware of any threat of such notice or of any environmental permits, disclosures, applications, entitlements or inquiries relating to the Property, including notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders, reports filed pursuant to self -reporting requirements and reports filed or applications made pursuant to any governmental requirement relating to Hazardous Materials or underground tanks. (i) no person has any lease or other right to occupy the Property or any parts thereof 8. Environmental Indemnity. Seller agrees to indemnify, defend and hold the Purchaser and all of its members, agents, officers, representatives, directors and employees (the "Indemnified Parties") harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon any of the following which the occurs prior to Closing (regardless of whether the Purchaser became aware of the same before or after the Closing): (i) the existence, presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Property. The Seller's indemnification obligation set forth in this Section 8 shall not apply with respect to Hazardous Materials came to be on, under, in or about the Property after the Closing. This indemnity shall include, without limitation, any damage, liability, fine, penalty, parallel indemnity after closing cost or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment. This indemnity provided in this Section 8 does not include any condition arising solely as a result of the affirmative acts or gross negligence of the Indemnified Parties. Notwithstanding anything contained in this Agreement to the contrary, the Seller's duty to indemnify the Indemnified Parties as set forth in this Section 8 shall survive and remain an outstanding obligation of the Seller after Closing. 14 Attachment 2 9. Seller's Covenants. Seller covenants to Purchaser that, through and including the Closing Date: (a) neither the Property (nor any part of it or any interest in this Agreement), nor any revenues, rents, issues, or profits from the Property, nor any interest in Seller, will be sold, transferred, assigned, mortgaged, pledged, or in any other way encumbered or conveyed without Purchaser's prior written consent. (b) Seller shall deliver to Purchaser monthly reports on the status of the construction of the Additional Improvements. The reports will include Seller's good -faith estimate of the date construction will be completed. (c) no changes will be made in the Construction Contract without Purchaser's prior written approval. Any proposed changes to the Construction Contract will be delivered to Purchaser with sufficient time for appropriate review. (d) Seller will not take or permit any action that would be inconsistent with or make impossible the consummation of the purchase and sale in accordance with this Agreement. (e) without the prior written approval of Purchaser, Seller will not execute or make any agreement or other arrangement or modify any existing agreement or other arrangement that cannot be terminated on thirty (30) days' notice and that may bind or obligate the Property or Purchaser after Closing. (f) so long as this Agreement remains in force, Seller will not lease, convey, transfer, assign, mortgage, encumber, or pledge, whether absolutely or to secure a debt, any part of or any interest in the Property or enter into any agreement not relating to the construction of the Improvements that grants to any person any right with respect to the Property, any portion of the Property, or any interest in this Agreement. 10. Condemnation of the Property. (a) If between the Effective Date and the Closing Date, any condemnation or eminent domain proceeding is commenced that will result in the taking of any part of the Property, Purchaser may, at Purchaser's election, either: (1) Terminate this Agreement by giving written or emailed notice to the Seller and the Escrow Agent (in which event all remaining funds or other things deposited in Escrow by Purchaser, including without limitation, the Deposit, shall be returned to the Purchaser immediately from Escrow, together with any interest earned thereon and all fees and costs charged by the Escrow Agent shall be paid one-half (1/2) by the Seller and one-half (1/2) by the Purchaser; or (2) Proceed with the Closing with no reduction in the Purchase Price, in which event the Seller shall assign to the Purchaser all of the Seller's rights, titles and interests to any award made for the condemnation or eminent domain action. 15 Attachment 2 (b) Notice. If the Seller obtains notice of the commencement of or the threatened commencement of eminent domain or condemnation proceedings with respect to all of any portion of the Property, the Seller shall notify the Purchaser in writing. 11. Broker's Commission. (a) No Brokers. The Seller and Purchaser each hereby represent and warrant to one another that they have not engaged the services of any real estate agent or broker with respect to the transaction that is the subject of this Agreement. (b) Indemnity. The Purchaser and the Seller each agree that, to the extent any real estate commission, brokerage commission or finder's fee shall be earned or claimed in connection with this Agreement or the Closing, the payment of such fee or commission, and the defense of any action in connection therewith, shall be the sole and exclusive obligation of the party who requested (or is alleged to have requested) the services of the broker or finder. In the event that any claim, demand or cause of action for any such commission or finder's fee is asserted against the party to this Agreement who did not request such services (or is not alleged to have requested such services), the party through whom the broker or finder is making the claim shall indemnify, defend (with an attorney of the indemnitee's choice), protect and hold harmless the other from and against any and all such claims, demands and causes of action and expenses related thereto, including, without limitation, attorneys' fees and costs. (c) Survival. The provisions of this Section 11 shall survive the Closing or termination of this Agreement. 12. Assignment. The Purchaser shall not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Seller, which consent may be withheld or granted in Seller's sole and absolute discretion; provided, however, the Purchaser may assign this Agreement to an entity in which the Purchaser has a controlling or majority interest without the prior written consent of the Seller provided Purchaser and such assignee execute an assignment agreement in form and substance reasonably acceptable to Seller. 13. Notices. All notices under this Agreement shall be in writing and sent (a) by certified or registered mail, return receipt requested, in which case notice shall be deemed delivered three (3) Business Days after deposit, postage prepaid in the United States Mail, (b) overnight by a nationally recognized overnight courier such as UPS Overnight, or FedEx, in which case notice shall be deemed delivered one (1) Business Day after deposit with that courier, (c) by personal delivery, in which case notice shall be deemed delivered upon the actual date of delivery, or (d) by email, in which case notice shall be deemed delivered upon the actual date of delivery. All notices shall be delivered to the following addresses: If to Seller: Stephen Randolph Johnston, Paul William Ralph and Michelle Leann Hooper Ralph 16 Attachment 2 If to Purchaser: Copy to: Facsimile No. Email: City of National City Attn: Brad Raulston 1243 National City Boulevard National City, CA 91950 Facsimile No. (619) 336-4286 Email: braulston@nationalcityca.gov Christensen & Spath LLP Attention: Walter F. Spath III 550 West C Street, Suite 1660 San Diego, CA 92101 Facsimile No. (619) 236-8307 Email: wfs@candslaw.net The addresses above may be changed by written notice to the other party; provided however, that no notice of a change of address shall be effective until actual receipt of the notice. 14. Risk of Loss. (a) Damage or Destruction. Subject to the provisions of this Section 14(a), the risk of loss or damage to the Property until the close of Escrow will be borne by Seller. Upon the occurrence of any damage to or destruction of the Property, Seller shall within thirty (30) days after the occurrence of such damage or destruction give written notice to Purchaser ("Damage Notice") specifying the estimated cost to repair or restore the Property and an estimate of the insurance proceeds, if any, that will be available with respect to such damage or destruction. The close of Escrow shall be appropriately delayed to provide adequate time for Seller to give the Damage Notice and Purchaser to make its election provided for below. (b) Damage in Excess of $100,000. If prior to the close of Escrow there is damage to or destruction of the Property that will cost in excess of One Hundred Thousand Dollars ($100,000) to repair or restore, Purchaser shall have the right by written notice given to Seller within ten (10) days of Purchaser receiving the Damage Notice, to elect to: (i) close Escrow in such damaged condition, in which event the Purchase Price shall not be reduced (but the Seller shall be obligated to pay the deductibles under the applicable insurance policy or policies) and Seller shall not be obligated to repair or restore the Property and all insurance proceeds shall be assigned and payable to Purchaser, and if Seller receives any such insurance proceeds, they shall be immediately remitted by Seller to Purchaser at Closing or, if received by Seller after Closing, promptly after receipt; (ii) terminate this Agreement, in which event the Deposit and all interest accrued thereon shall be immediately returned to Purchaser, and neither party shall have any further rights or obligations to the other party, except neither party shall be relieved of any obligations provided for in this Agreement which expressly survives its termination. 17 Attachment 2 (c) Damage of $100,000 or Less. If prior to the close of Escrow there is damage to or destruction of the Property that will cost One Hundred Thousand Dollars ($100,000) or less to repair or restore, Purchaser shall nevertheless close Escrow with the Property in such damaged condition, the Purchase Price shall not be reduced (but the Seller shall be obligated to pay the deductibles under the applicable insurance policy or policies) and Seller shall not be obligated to repair or restore the Property, and all insurance proceeds shall be assigned and payable to Purchaser, and if Seller should receive any such insurance proceeds, they shall be immediately remitted to Purchaser. 15. Prorations. Real property taxes and assessments and utility costs, and other expenses of operating the Property (provided, however, no proration shall be made with regard to any capital improvements) shall be prorated as of the close of Escrow. Seller shall pay all documentary transfer taxes. Seller shall pay all real property taxes and assessments applicable to the period prior to the close of Escrow, and if any such taxes are unpaid after the close of Escrow, then Seller shall pay them promptly and in any event within ten (10) days after Purchaser's request (which shall include a copy of the relevant tax bill). 16. General Provisions. (a) Governing Law. This Agreement shall be interpreted and construed in accordance with California law, without regard to any choice of law principles. (b) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (c) Captions. The captions in this Agreement are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions of this Agreement. (d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors, heirs and permitted assigns. (e) Modifications; Waiver. No waiver, modification, amendment, discharge or change of this Agreement shall be valid unless it is in writing and signed by the party against which the enforcement of the modification, waiver, amendment, discharge or change is sought. (f) Entire Agreement. This Agreement contains the entire agreement between the parties relating to Purchaser's acquisition of the Property from the Seller and all prior or contemporaneous agreements, understandings, representations or statements, oral or written, are superseded. (g) Partial Invalidity. Any provision of this Agreement which is unenforceable, invalid, or the inclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full effect. 18 Attachment 2 (h) Survival. Provisions of this Section 15 shall survive the Closing or the termination of this Agreement. (i) No Third -Party Rights. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties to this Agreement and their respective successors and assigns, any rights or remedies. (j) Time of Essence. Time is of the essence in this Agreement. (k) Attorneys' Fees. The parties agree that the prevailing party in litigation for the breach and/or interpretation and/or enforcement of the terms of this Agreement shall be entitled to their expert witness fees, if any, as part of their costs of suit, and attorneys' fees as may be awarded by the court, pursuant to California Code of Civil Procedure ("CCP") Section 1033.5 and any other applicable provisions of California law, including, without limitation, the provisions of CCP Section 998. All claims, disputes, causes of action or controversies shall be subject solely to the jurisdiction of the San Diego Superior Court, Downtown Branch. (1) Relationship. Nothing contained in this Agreement shall be deemed or construed by the parties or by any third person to create a relationship of principal and agent or partnership or a joint venture between the Purchaser and the Seller or between any of them and any third party. (m) Recording. Neither this Agreement nor a memorandum hereof shall be recorded. (n) Purchaser Approval. Where this Agreement refers to an action or approval of the Purchaser, it shall mean the approval of the Community Development Executive Director of the Purchaser, or designee, unless otherwise provided. (o) Exhibits and Recitals Incorporated. All exhibits referred to in this Agreement are hereby incorporated in this Agreement by this reference, regardless of whether or not the exhibits are actually attached to this Agreement. The Recitals to this Agreement are hereby incorporated in this Agreement by this reference. (p) Independent Counsel. Seller and Purchaser each acknowledge that: (a) they have been given the opportunity to be represented by independent counsel in connection with this Agreement; (b) they have executed this Agreement with the advice of such counsel, if such counsel was retained; and (c) this Agreement is the result of negotiations between the parties hereto and the advice and assistance of their respective counsel, if such counsel was retained. The fact that this Agreement was prepared or negotiated by Purchaser's or Seller's counsel as a matter of convenience shall have no import or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against either party due to the fact that Purchaser's or Seller's counsel prepared or negotiated this Agreement in its final form. (q) 1031 Exchange. In order to effect an Internal Revenue Code section 1031 tax - deferred exchange of the Property, Seller has the right to engage an accommodator to fulfill 19 Attachment 2 Seller's obligations hereunder; in which case Purchaser shall cooperate to accomplish such exchange provided each of the following conditions are satisfied: (i) Purchaser shall, in such cooperation, incur no cost, liability or obligation for consideration (or otherwise) other than the costs and consideration called for in this Agreement; and (ii) the Closing shall not be delayed or prevented. (r) Tolling of Deadlines. Any periods of time, deadlines or time or day limitations set forth in this Agreement, including without limitation, the Due Diligence Period, the deadline for Closing, the deadline for making the Deposit, shall all be automatically extended by one (1) Business Day for each Business Day that the Seller fails to timely provide any notice, report, materials, studies, documentation or other information required by this Agreement. (s) Capacity and Authority. All individuals signing this Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, represent and warrant that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SELLER: Stephen Randolph Johnston Paul William Ralph Michelle Leann Hooper Ralph [SIGNATURES CONTINUED ON FOLLOWING PAGE] 20 Attachment 2 PURCHASER: City of National City By: Print Name: Its: Approved as to Form: By: Claudia Gacitua Silva City Attorney 21 Attachment 2 EXHIBIT "A" PROPERTY LEGAL DESCRIPTION Real property in the City of National City, County of San Diego, State of California, described as follows: Lots 23 and 24 in Block 237 of National City, in the City of National City, County of San Diego, State of California, according to Map thereof No. 348, filed in the Office of the County Recorder of San Diego County, October 2, 1882. APN: 559-095-09-00 22 Attachment 2 EXHIBIT "B" GRANT DEED WHEN RECORDED MAIL TO: APN: 559-095-09-00 MAIL TAX STATEMENTS TO: SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Stephen Randolph Johnston, an unmarried man as to an undivided 50% interest, and Paul William Ralph and Michelle Leann Hooper Ralph, husband and wife as joint tenants as to an undivided 50% interest, as tenants in common hereby GRANT to the City of National City the following described real property in the County of San Diego, State of California: Lots 23 and 24 in Block 237 of National City, in the City of National City, County of San Diego, State of California, according to Map thereof No. 348, filed in the Office of the County Recorder of San Diego County, October 2, 1882. Stephen Randolph Johnston Paul William Ralph Michelle Leann Hooper Ralph Dated , 2014 Dated , 2014 Dated , 2014 23 Attachment 2 ACCEPTANCE This is to certify that the interest(s) in real property conveyed by this instrument to the City of National City, are hereby accepted by the undersigned officer on behalf of the City of National City, pursuant to authority conferred by resolution of the City of National City, Resolution No. , adopted on , 2014, and the grantee consents to recordation thereof by its duly authorized officer. City of National City By: Dated: , 2014 Print Name: Its: Approved as to Form: By: Claudia Gacitua Silva City Attorney 24 Attachment 2 EXHIBIT "C" ADDITIONAL IMPROVEMENTS 25