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HomeMy WebLinkAboutOrdinance 2667 N.C.S. 11/05/2018EFFECTIVE DATE ORDINANCE NO. 2667 N.C.S. OF ORDINANCE December 6, 2018 Introduced by Seconded by Chris Albertson Teresa Barrett ORDINANCE APPROVING A LAND PURCHASE AGREEMENT BETWEEN FOOTHILL FAMILY MOTORS GROUP LLC AND THE CITY OF PETALUMA REGARDING REAL PROPERTY COMMONLY KNOWN AS INDUSTRIAL DRIVE AND AUTO CENTER DRIVE (APN 150-020-07) AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS NECESSARY TO COMPLETE THE SALE WHEREAS, Section 46 of the Charter of the City of Petaluma requires that actions for the acquisition, sale, or lease of real property be taken by Ordinance except for such actions involving sums less than $3,000 or actions pursuant to general state law; WHEREAS, as authorized by applicable law, the City of Petaluma has elected to serve as the Successor Agency to the former Petaluma Community Development Commission ("PCDC"); and, WHEREAS, Health and Safety Code Section 34191.5(b) requires the Successor Agency to prepare a Long -Range Property Management Plan ("Plan") to address the disposition and use of the real property of the former PCDC; and, WHEREAS, the Successor Agency received, reviewed, considered, and approved the Plan on October 7, 2013; and, WHEREAS, one of the properties identified in the plan was a 2.6 -acre parcel located on Industrial Drive between Auto Plaza Drive and Old Corona Road, identified as Assessor Parcel Number 150-020-036, ("The Property"); and, WHEREAS, The Property is zoned as part of the Auto Plaza Planned Unit Development which allows for new or used car sales; and, WHEREAS, The Property was listed for sale in 2016; and, WHEREAS, an offer to purchase the property for $1,000,000 was received; and, WHEREAS, The Foothill Family Motors Group LLC plans to develop the property with an auto dealership. Ordinance No, 2667 N.C.S. Page 1 NOW, THEREFORE, BE IT RESOLVED BY THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY AS FOLLOWS: Section 1. The Petaluma Community Development Successor Agency approves the purchase and sale agreement between the Petaluma Development Successor Agency and Foothill Family Motors Group LLC, in the amount of $1,000,000 (Agreements), copies of which are attached as Exhibit A and incorporated herein as reference. Section 2. The Executive Director is authorized and directed to execute the Agreements and all other documents reasonably necessary to complete the purchase and sale, according to the terms of the Agreements. Section 3. If any section, subsection, sentence, clause, phrase or work of this Ordinance is for any reason held to be unconstitutional, unlawful or otherwise invalid by a court of competent jurisdiction or preempted by State legislation, such decision or legislation shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Petaluma hereby declares that it would have passed and adopted this Ordinance and each and all provisions thereof irrespective of the fact that any one or more of said provisions be declared unconstitutional, unlawful other otherwise invalid. Section 4. This Ordinance shall become effective thirty (30) days after the date of its adoption by the Petaluma City Council, Section 5. The City Clerk is hereby directed to publish or post this Ordinance or a synopsis for the period and in the manner provided by the City Charter and any other applicable law. 28 29 INTRODUCED, and ordered posted/wed, this 15th day of October 2018. 30 31 ADOPTED this 5th day of November 2018, by the following vote: 32 33 Ayes: Albertson, Barrett, Vice Mayor Healy, King, Miller 34 Noes: None 35 Abstain: None 36 Absent: Mayor Glass, Kearney 37 38 39 40 41 42 43 44 45 46 ATTEST: 47 48 49 50 51 52 Claire Cooper, City Clerk Mike Healy, Vice Mayor APPROVED AS TO FORM: Ordinance No. 2667 N.C.S. Page 2 LAND PURCHASE AGREEMENT BROKER includes cooperating broker and all specified, BUSINESS DAV excludes Saturdays the offer or the Buyer accepts the counteroffer, a also applies to the removal of contingencies applicable laws, by a nationalty recognized over will be deemed delivered three (3) business day. electronically at the time of transmission' provided transmission of the document. Unless otherwise principal. DATE OF CLOSING means the dap relieved of their obligations and all deposits will Included 'inthe sale. TNISFORM FOR USE IN CAUFORNA ONLY Reil r itata (elm I Stine 1986 iDEFiNiTIONS sales persons, DAYS moans calendar days, midnight to midnight, unless otherwise Sundays and legal holidays. DATE OF ACCEPTANOE means the date Seiler accepts id,the written acceptance is put in the course of transmission to the other party. This rule DELIVERED means personally delivered, transmitted electronically in accordance with ght courier, orby first class mail. postage prepaid. In the event of mailing, the document after deposit; in the event of overnight courier, one (1) business day after deposit; and if that a transmission report is generated and retained by the sender reflecting the accurate provided In this Agreement or by law, delivery to the agent will constitute delivery to the; title is transferred, T,ERMiNAVIVO THE AGREEMENT means that both parties are be returned to Buyer, PROPERTY means the real property and any personal property AGENCY RELATIONSHIP CONFIRMATION. The following agency relationship is hereby confirmed for this transaction and supersedes any prior agency election: LISTING AGENT: Kaeaan & gpppin Co,, Inc. is the agent of(checkone): (Print Firm Name) Mthe Seiler exclusively; or ❑ bath the Buyer and the Seller. SELLING AGENT: ProEguity Asset Manactem_ ent Coro. (if not the same as the Listing Agent) is the agent of (check one); (PrintFirin Name) j� the Buyer exclusively; or ❑ the Seller exclusively; or 0 both the Buyer and the Seller, Note: This confirmation DOES NOT take the place of theAGENCYDISCLOSIJRE required bylaw FoothillFipmily.Mo ors. roup; LLChereinafter designated as BUYER, offers to purchase the real property situated In Petaluma _ County of Sonoma California, consisting of approximately 2.6 [ acres; 0 sq. ft. commonly known as APN• 150-020-038 industrial6venue Petaluma. CA 94952 FOR THE PURCHASE: PRICE OF $_ 1,000.000_x_ (One Million and no/100 dollars) on the following terms and conditions: 1. FINANCING TERMS. A. $ 25.000.00 DEPOSIT evidenced by 0 check, or ❑ other., hold uncashed until acceptance and not later than three (3) business days thereafter deposited toward the purchase price with Old Republic Title Company - Julie Jamgs g, S 75,000.00 ADDITIONAL CASH DEPOSIT to be placed In -escrow within . 1$0 days after'acceptanco, [� upon removal of all conditions. C. $ 900 o0D.00 BALANCE OF CASH PAYMENT needed to close, not including closing costs. D. $ - BONDS ORASSES$MENTS of record if assumed by buyer.. E. $ _;. OTHER FiNANCING TERMS, H,$ 1.000,000.00 TOTAL PURCHASE PRICE (not including closing costs). 2, EXAMINATION OF TITLE. In addition to any encumbrances assumed or taken "subject to,' Seller will convey title to the property subject only to; [1I real estate taxes not yet due; and 121 covenants, conditions, restrictions, rights of way and easements of record, If any, Within three (3) days after acceptance, Buyer will order a Preliminary Title Report and copies of CC&Rs and other documents of record if applicable, Within fiver (5) days after receipt, Buyer will report to Seiler In writing any valid objections to title contained in such report (other than monetary liens to be paid upon close of escrow). If Buyer objects to any exceptions to the title, Seller will use dve diligence to remove such exceptions at his or tier own expense before close of ascrow, if such exceptions cannot be removed before close of Escrow, this Agreement will terminate, unless Buyer elects to purchase the property subject to such exceptions. If Seller concludes he or sale is in good faith unable to remove such objections, Seiler will so notify Buyer within ten (10) days aftortoceipt of said objections. In that event Buyer may terminate this Agreement. 3, OPTIONAL CONDITIONS, Provisions 3-A through 3-G, it Initiated below by Buyer, are included in this Agreement: j 1 A. SOIL TESTS, Upon acceptance of this Agreement, Buyer wiii have the right to go on the property to conduct soil tests, including percolation tests, to ascertain whether the property is suitable for the improvements which Buyer proposes to make. All expenses of such tests will be borne by the ❑ Buyer, n Seller. Buyer wiii be responsible for the repair and Buyer r and Seller i 7 L -_I have read this page. P of a CAUTION: This form may not be legally enforceable if It is not the most current version. The copyright laws of the united States forbid the unauthorized reproduction of this form by any means Including scanning or computRrizect formats - FORM FORM 101-LA.tCAL (10.2015) c,OPYRIGHT SY'PROFESSIONAL PUBLISHING LLC, NOVATO, CA V PUROP SH 112E AL toren aenaratad by: TYeteforms" 800-499.9012 Ordinance No. 2667 N.C.S. Page 3 Property Address:_- _ APN:-150-020-030v Industrial Avenue _ Petaluma, CA 94952 restoration of any damage to the property.which may be caused by such tests. If in the reasonable opinion of the soils engineer, employed by Buyer, the property is not suitable for the proposed development, Buyer may terminate this Agreement. Buyer will approve or disapprove the results of the tests in writing within days of acceptanca, I B. SURVEY. Upon acceptance of this Agreement, a boundary line survey will be made by a licensed surveyor at the expense of the X Buyer, [l Seller. The surveyor will set and flag all property lines, to be approved in writing by Buyer prior to close of escrow, f 1 C, PRICE BASED ON AREA, The purchase price is teased upon $� , O per acre, L] per square foot, and [will, Mwill not be adjusted in -accordance with the area set forth in the survey under Provision 3-B'. I 1 D. GEOLOGICAL REPORT. Upon acceptance of this Agreement, Buyer wilt have the right to obtain a geological report from a registered geologist at the expense of Buyer n Seller. Buyer will be deemed to have approved said report unless written notice to the contrary is delivered to Seiler or his or her Broker within _ days of acceptance. In the event of disapproval, Buyer may terminate this Agreement., f E. WELL REPORT. Upon acceptance of this Agreement, Buyer will obtain a well report from a licensed well drilling con- tractor at the expense of U Buyer, ❑ Seller. Buyer will approve or disapprove the results of the tests in writing within .,days of acceptance, in the event of disapproval, Buyer may terminate this Agreement. i:_.: 1 F. CERTIFICATE OF COMPLIANCE. This offer is conditioned upon obtaining a Conditional Certificate of Compliance from , at the expense of ❑ BuyorD Seller within _ days of acceptance. (Under Government Code $66499.35, a buyer or seller may apply to the local agency for a certificate that all of the subdivision laws applicable to the lot have been satisfied,) I t G. TAX DEFERRED EXCHANGE (INVESTMENT PROPERTY). In the event Seller wishes to enter into a tax deferred exchange for the property, or Buyer wishes to enter Into a tax deferred exchange with respect to property owned by him or her in connection with this transaction, each of the parties agrees to cooperate with the other party in connection with such exchange, including the execution of such documents as may be reasonably necessary to complete the exchange, provided that: (a) the other party will not be obligated to delay the closing; (b) all additional costs in connection with the exchange will be borne by the party requesting the exchange; (c) the other party will not be obligated to execute any note, contract, deed or other document providing for any personal liability which would survive the exchange; and (d) the other party will not take title to any property other than the property described in this Agreement, The other party will be indemnified and held harmless against any liability which arises or is claimed to have Arisen on account of the exchange. 4. BONDS AND ASSESSMENTS, All bonds and assessments which are part of or paid with the property tax bill will be assumed by the Buyer. In the event there are other bonds or assessments which have an outstanding principal balance and are a lien upon the property; the current Installment will be prorated between Buyer and Seller as of the date of closing. Future Installments will be assumed by Buyer WITHOUT CREDIT toward the purchase price, EXCEPT AS FOLLOWS: This Agreement is conditioned upon; boat parties verifying and approving in writing the amount of any bond or assessment to be assumed or paid within ten (10) days after receipt of the preliminary title report or property tax bill, whichever is later, In the event of disapproval, the disapproving party may terminate this Agreement. 6, EVIDENCE OF TITLE wall be in the form of a policy of title insurance, Issued by Old -Republic Title Company paid by X Buyer, ❑ Seller, 0 Other . NOTE; In addition to coverage under a standard CLIA policy, the ALTA Owner's Policy, or CLTA Homeowner's Policy of Title Insurance may offer additional coverage for a number of unrecorded matters. Buyer should discuss the type of policy with the title company of their choice at the time escrow is opened, in the event a lender requires an ALTA fender's policy of title insurance, El Buyer, L] Seiler will pay the premium. 6 PRORATiONS. Rents, real estate taxes, interest, payments on bonds and assessments assumed by Buyer, and homeowners association fees will be prorated as of the date of recordation of the deed, Security deposits, advance rentals, or considerations involving future tease credits will be credited to Buyer, 7, CLOSING. full purchase price to be paid, deed to be recorded, and physical possession of the property to be delivered � on or before See 1112ofAddendk4q) , or E3 within days of acceptance. If the closing date falls on a Saturday, Sunday or holiday, the close of escrow will be on the next business day. Both parties will deposit with an authorized escrow holder; to be selected by Buyer, all funds and instruments necessary to complete the sale In accordance with -the terms of this Agreement. 0 Where customary, signed escrow instructions will be delivered to escrow holder within _._,..._._,-days of acceptance. Escrow fee to be paid by Buyer , CountylCity Transfer Tax(es), if any, to be paid by Setter . Unless the transaction is exempt, the escrow holder is instructed to remit the required tax withholding amount to the Franchise Tax Board from the proceeds of sale, THIS PURCHASE AGREEMENT TOGETHER WITH ANY ADDENDA WILL CONSTITUTE JOINT ESCROW INSTRUCTIONS TO TH CRO�DER.. [ 1 and Sellar [] r have read this page. Pape of CAUTION: This totm may not be legally enforceable If it is not the most current Version. The copyright laws of the United States forbid In* unauthorized reproduouon of this form by any means including scanning or computerizacl formats. FORM 101-LA2 CAL(10,2015) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, OA PROPIESSIONAL PUSLi9HINC LLC Farm par,eratod by: TripeForms' 806.499.9612 Ordinance No. 2667 N.C.S. Page 4 Property Address: APIC:150-020036, Industrial Avenue Petaluma CA 94952 a VESTED TITLE. The manner of taking title may have significant legal and tax consequences, Buyer should obtain advice from his or her legal or tax counsel regarding this matter, 9. PROPERTY INVESTIGATIONS: This Agreement is contingent upon Buyer's independent Investigation of the following conditions relating to the property. A. Zoning and hind use designations and requirements. B, Availability of utilities and costs of development, C, Toxic contamination. Buyer will approve or disapprove In writing all inspection reports withiniiftearrfi6) (or lK 180 ) days after acceptance. In the event of Buyers disapproval, Buyer may, within the time stated or mutually agreed upon extension, elect to terminate this Agreement. 10. MEDIATION OF DISPUTES, If a dispute arises out of or relates to this Agreement or its breach, by initialing in the "agree" spaces below the parties agree to first try in good faith to settle Ilia dispute by voluntary mediation before resorting to court action or arbitration, unless the dispute is a matter excluded under item 12 -- ARBITRATiON. Any fee to initiate the mediation will be paid by Seller, provided that the mediation costs and fees, including any initiation fee, ultimately will be home as determined by the parties• If mediation does not resolve the dispute and arbitration or litigation is pursued, then the costs of mediation, including any initiation fee, all b ome as determined by the arbitrator or the court, if a party initials the "agree" apace and later refuses mediation, that p of be entitled to recover prevailing party attorney fees In any subsequent action. I-- I Buyer agrees [ _ �,.�._._.1 f -----_i Buyer does not agree I __— �1 I I Seller agrees I t L t Seiler does not agree DEFAULT - LIQUIDATED DAMAGES. A. It the escrow does not close on or before the date set forth in Item 7, or a later closing date mutually agreed to by the Seller and Buyer, within 15 days after closing date set forth In Item 7, or tine extended closing date mutually agreed to by Sailor and Buyer, sailer will, except as provided In (B) below, order all of the moneys remitted by Buyer under the terms of this contract to be refunded to Buyer, 8, If Buyer fitifs to complete the purchas f the property because of a default by Buyer, Seller may pursue any remedy in law or equity that It may, gainst Buyer on account of the default; provided, however, that by placing their Initials here, Buyer and Seller r I I J agree that: 1 $ 25.000 f�0 , an amount to exceed the money deposited by Buyer under this contract will constitute liquidated damages payable to Seller if Buyer falls to complete the purchase of the property because of a default by Buyer. 2, The payment of such liquidated damages to $eller will constitute the exclusive remedy of Seller on account of any default by Buyer: 3. Liquldatsd damages will be payable to Seller out of Buyer's deposits toward purchase of the property according to the `following procedures: a, The Seller will give written notice ('Seller's notice and demand'), In the manner prescribed by 9116.340 of the Code of Civil Procedure for service in a small claims action, to escrow holder and to Buyer that Buyer is in default under this Agreement and that Seller is demanding that the escrow holder remit the aforesaid amount from the deposits to Seller as liquidated damages unless, within twenty (70) days, Buyer gives the escrow holder Buyer's written objection to disbursement of said deposits as liquidated damages ('Buyer's objection'). b. Buyer will have a period of 20 days from the date of receipt of setter's notice and demand in which to give the escrow holder Buyees objection, c. If Buyer falls to give the escrow holder Buyer's objection within 20 days from the date of receipt of seller's notice and demand-. (a) escrow holder will promptly remit the amount demanded to Seller, and (b) Seller is released from any obligation to sell the property to Buyer, d. If Buyer gives escrow holder Buyer's objection within 20 days from the date of receipt of. Seller's notice and demand, then the determination as to whether Seller is entitled to the disbursement of the deposits as liquidated damages, and every other cause of action that has arisen between Buyer and Seller under this Agreement, will be settled by arbitration in accordance with the provisions of Item 10, ARBITRATION OF tBPLITES, provided that both the Buyer and Sailor have Initialed time "agree space in said provision. the arbitration clause Is not Initialed by both parties, any dispute will be resolved by mediation or appropriato court action. tr __ - 1 and Seiler L-----) [_,__ _j have read this page, Page 3 of CAUVOW This form may not be le ally enformabie it it is not tile most curmotversion, The copyright laws orthe Untied Stales forbid'the unauthorized roproduction of this form by any means indudinp scanning or cOmputerized formats. FORM 10i•LX3 CAI (10-2015) COPYRIGHT 9Y PROFESSIONAL PUBLISHING Ltc, NOVATO, CA IIi�Ai PROFESSIONAL P1 PUBI,ISHIND tic Form voneratod by, True Forms" SOOAOO-9812 Ordinance No. 2667 N.C.S. Page 5 Property Address. APN; 150-020-036; Industrlal Avenue _ Petaluma CA 9495 12, ARBITRATION OF DISPUTES. Any dispute or claim in law or equity arising between the Buyer and Beller out of this Agreement, whether mounding in tort or contract, will be decided by neutral binding arbitration in accordance with the California Arbitration Act '(C,C,R §1280 et seq.), and not by court action except as provided by California law for judicial review of arbitration proceedings. If the parties cannot agree upon an arbitrator, a parry may petition the superior Court of the county in which the property Is located for an order compelling arbitration and appointing an arbitrator. Service of the,petition may be made by first close mail, postage prepaid, to the last known address of the party served, Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The parties will have the right to discovery in accordance with Code of Civil Procedure §1283.05. The parties agree that the following procedure will govern the making of the award by the arbitrator: (a) a Tentative Award will be made by the arbitrator within 30 days following submission of the matter to the arbitrator; (b) the Tentative Award will explain the factual and legal basis for the arbitrator's decision as to each of the principal controverted Issues based upon substantive California law; (c) the Tentative Award will be In writing unless the parties agree otherwise; provided, however, that if the hearing Is concluded within one (1) day, the Tentative Award may be made orally at the hearing in the presence of the parties;. Within 15 days after the Tentative Award has been served or announced,; any party may serve objections to the Tentative Award. Upon objections being -timely served, the arbitrator may call for additional evidence, oral or written argument, or both if no objections are filed, the Tentative Award will become final without further action by the parties or arbitrator. Within thirty (30) days after the filing of objections, the arbitrator will either make the Tentative Award final or modify or correct the Tentative Award, which will then become final as modified or corrected. The provisionscf the Code of Civil Procedure authorizing the imposition of sanctions as a result of bad faith actions or tactics will apply to the arbitration proceedings, provided, however, that the arbitrator shall not have the power to commit errors of law, errors of legal reasoning, or rely upon unsupported findings of fact in imposing sanctions for any reason against a party or a, party's attorney. In the event such error is claimed, the applicable sanctions may be vacated or corrected on appeal to a court of competent jurisdiction for any such error. A prevailing party will also be entitled town action for malicious prosecution if the elements of such cause of action are met. The following matters are excluded from arbitration: (a) a judicial or non judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, or real property sales contract as defined in Civil Code §2985; (b) an unlawful detainer action, (c) the filing or enforcement of a mechanic's lion; (d) any matter which is within the jurisdiction of a probate court, bankruptcy court, or small claims court; or (e) an action for bodily injury or wrongful death. 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, will not constitute a waiver of the right to arbitrate under this provision, NOTICE, By initialing In the "agree" space below you are agreeing to have any dispute arising out of the matters included In the "Arbitration of Disputes" provision decided by neutral arbitration as provided by California law and you are giving up any rights you might possess to have the dispute litigated in a court or jury trial. By Initialing In the "agree" space below you are giving up your judicial rights todiscovery and appeal, unloss 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 tate California Code of Civil Procedure. Your agreement to this arbitration provision is voluntary, read and understand the foregoing and agree to submit disputes arising out of the matters included in 7ave it on of Disputes" provision to neutral arbitration. L_1 Buyer agrees I it t Buyer does not agree L _ Seller agrees L_. -,_..___J i l Seller does not agree 13. ATTORNEY PEES, in any action, arbitration, or other proceeding involving a dispute between Buyer and Seller arising out of the execution of this Agreement or the sale, whether for tort or for breach of contract, and whether or not brought to trial or final judgment, the prevailing party will be entitled to receive from the other party a reasonable attorney fee, expert witness fees, and costs to be determined by the court or arbitrator(s), except as provided In Item 10 -- MEDIATION. 14. ADDENDA. The following addenda are attached and made a part of this Agreement: tiADDENDUM TO LAND PURCHASE AGREE=MENT XSTANDARD DiSCLOSURES AND DISCLAIMERS ❑ NATURAL HAZARD DISCLOSURE Hors os re Regarding Agency Relationship 16. SURVIVAL. The omission from escrow instructions of any provision in this Agreement will not waive the right of any party. All rep iations or warranties will survive the close of escrow. Saye [ i and Sollet i.�have react this page. Pape 4 of 6 CAUTION. This form may not be legally enforceable if It is not the most current version. The copyright taws of the United States forbid the unauthorized reproduction of this form by any means including scantrtna crearnputerized formate, FORM 1 D1-LA,4 CAL (ie -2015) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, GA pgoFEssIGNAL {I471 PUBL15F11MC LLC Form gevrated by; "ITUCForms' 600-4e9-NI2 Ordinance No. 2667 N.C.S. Page 6 Property Address: APN; 150-020.036: Industrial Avenue Petaluma CA 94952 _ 16, EXPIRATION OF OFFER. This offer will expire unless acceptance Is delivered to buyer or to ProliquityAsset Management Corp. (Buyers Broker) on or before (date) (time) F] AM, El I'M. 17, COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which is deemed to bean original. 18. TIME, Time is of the :essence of this Agreement; provided, however, that if either party falls to comply with any contingency in this Agreement within the time limit specified, this -Agreement oil not terminate until the other party delivers written notice to the defaulting' party requiring compliance within 24 hours after receipt of notice. If the party receiving the notice fails to comply within the 24 !lours, the non -defaulting party may terminate this Agreement without further notice. It is understood that neither the making of deposits nor the close of escrow is a contingency. 19. CONDITIONS SATISFiED/WAIVED IN WRITING. Each condition or contingency, covenant, approval or disapproval will be satisfied according to its terms or waived by written notice delivered to theotherparty or his or her Broker. 20. ENTIRE AGREEMENT/ASSIGNMENT PROHIBITED. This document contains the entire agreement of the parties and supersedes all prior agreements with respect to the property which are not expressly set forth. This Agreement maybe modified only In writing signed and dated by both parties: Buyer may not assign any right under this agreement without the prior written consent of Seller, Any such assignment will be void and unenforceable. 21. ADDITIONAL TERMS AND CONDITIONS. Both parties acknowledge that they have not rolled on any statements of the real estate Agent or Broker which are not expressed to this Agreement, LIMITATION OF AGENCY: A real estate broker or agent is qualified to advise on real estate. If you have any questions concerning the legal sufficiency, legal effect, Insurance, or tax consequences of this document or the related transactions, consult with your attorney, accountant or Insurance advisor. The,undersignedera knowledges that he or she has;thoroughly read and approved each of the provisions of this offer and agrees to pur hase th� property for the price and on the termsandconditions specified. Buyer acknowledges receipt of.a 3 Buyer, Buyer Address Date 1 )0 S/- Time f) a'"1 Date ACCEPTANCE Time Seiler accepts the foregoing Offer and agrees to sell the property for the price and on the terms and conditions specified. NOTICE; The amount or rate of real estate commissions is not fixed by law, They are set by eoch Broker Individually and may be negotiable between the Seller and Broker. 22. COMMISSION. Seller agrees to pay in cash the following real estate commission for services rendered, which commission Seller hereby irrevocably assigns to Broker(s) from escrow: a% of the accepted price, or , to the listing Broker: Keegan & C000in Co Inc. and of the accepted price, or $ to the selling Broker; , ProE2u4Asset Management Corn without regard to the agency relationship. Escrow Instructions with respoet to commissions may not be amended or revoked without the written consent of the Broker(s), If Seller receives liquidated or other damages upon default by Buyer, Seller agrees to pay Brokers) the lesser of the amount provided for above or one half of the damages after deducting any costs of collection, including reasonable attorney fees. Commission will also be payable upon any default by Seiler, or the mutual rescission by Buyer and $alter without the written consent of the Broker(s), which prevents completion of the purchase. This, Agreement will not Iimlt the rights of Broker and Seller provided for in any existing listing agreement. In any action for commission the prevailing party will be entitled to reasonable atto y fees wheth r not the action is brought to trial or final judgment. ger I _ _j and Seller l t f i have read this page. Pate 5 0 CAU1I0Nt This form may not be iebaily 60ere0able if it is natthe most eurmnt va mion, Tho copyright laws of the United States forbid the unauthorized reproduction of this form by Any moans including scanning or computerized forms(,.,.. FORM 10i-LA.5 CAL (10.2016)'coPYRIGHT BY PROFeSSIONAL PL10LiSHING LLC, NOVATO, CA ® PRONUMF PROFESSIONtic w=armgeneratedoy:Tr`ueForms" 9001498.9612 Ordinance No. 2667 N.C.S. Page 7 Property Address: APN• 150-020-036 Industrial Avenue Petaluma CA 94952 23, PROVISIONS TO BE INITIALED. The following Items mustbe"agreed to" by both parties to be binding on either party. In the event of disagreement, Seiler should make a counter offer. Item 10. MEDIATION OF DISPUTES- Item 11. LIQUIDATE=D DAMAGES Item 12, ARBITRATION OF DISPUTES Seller acknowledges receipt of a copy of this Agreement, Authorization is hereby given th deliver a signed copy to Buyer and to disclose the terms of purchase to a multiple listing Association o-rREALTORS' at close of escrow, 24. IF CHECKED []ACCEPTANCE I5 SUBJECT T4 ATTACHED COUNTEROFFER DATED _ Seller (Signature) (Please Print Name) Seller e Broker(s) in thle transaction to service, Internet data source, or (Sionature) (Please Print Name) Date Time Date Time. Address Information Regarding Real E=state Licensees Acting As Agents In This Transaction: Seising Broker - QrQF444kAsset Man erne t Corp. CaIBRE License # By. �_ License # 01458435 Date (Real Estate Agent for Buyer) Alan Ming Address city/State/Zip Telephone Fax E -Mail Listing Broker _ Keegan,� Coppin Co., Inc. CaIBRE Licensee 00531022 By License # 00597970 / 01437146 Date (Real Estate Agent for Seller) Ken Bizzeli l Sara Wann Address — 1355 N. Dutton Avenue Suite 100 City/State/Zip , Santa Rosa CA 95401 Telephone 707-528-1400 Fax 707-524-1419 E -Mail KBlzzeli / SWann@KeeyanCopain.com- Note that neither the Real Estate Brokers nor the Real Estate Agents are parties to the Purchase Agreement between the Buyer and Seller, ti"v. br Date Paga 6 orb CAUTION: This form may not be legally onforoeable If It Is not the most current version, The conytight laws of the. Wilted States forbid the ugauthorizod roproduction of this form by any means inttuding scanning or computerized formats, FORM 101-0.0 CAL (10,2016) COPYRIOHT eY PROFFSSIONAL PUBLISHING LLC,-NOVATO, CA PUS ESS IO LAtt Fwrn generated by TrV eForms" 800-490.902 Ordinance No. 2667 N.C.S. Page 8 STANDARD COMME RCIAL LAND PuRmAsc CONDIT oNS AmENDum To Purchase Agreement dated fitly 1'7, 2018 by and between Buyer EoQJbJlLFamify Moto; t group, Llai and Seller PetaluttigCommunity Development Successor Agency Buyer shall conduct a complete feasibility and investigation of the subject property to determine if property is suitable for Buyer's intent. Buyer to conduct a foil due diligence of property including existing information provided by Seller and new reports prepared by Buyer's experts. 1, This offer is subject to the following conditions precedent: A. Buyer and/or his engineer/architect to inspect said property and contacted governing municipalities in regard to location of all utilities, zo►ting, General Plan consistency and requirements for engineering said site to municipal and private standards to determine the general feasibility of the proposed develop►nent. Said approval or disapproval of the above by Buyer to be forthcoming within one hundred eighty (180) days of acceptance of this offer. B, Brayer to obtaiii-archaeological, wetlands clearance, Tiger Salamander and any other governmental review or certification from the appropriate governing agencies within one hundred eighty (180) days of acceptance hereof. C, Buyer to obtain and approve an environmental hazard report prepared by a professional as to the presence or past existence of ha7ardous substances, contaminated water or above or underground storage facilities on the subject property or surrounding properties withfil one hundred eighty (180) days of acceptance hereof, D. Buyer to obtain and approve a survey and topography study to determine property corners, land area and engineering feasibility of site within one hundred eighty (1 S0) days of acceptance hereof, Alternatively, Buyer to ascertain property boundaries and site area to his: satisfaction within the same period. E Buyer to review and approve all of the items in the "Statement of Property Condition" within one hundred eighty (180) days of acceptance hereof. R Buyer to review and approve Me:A.M. Seller's Mandatory Disclosure Statement or a Professional Repot (Natural Hazards) within one hundred eighty (180) days of acceptance hereof. G. Buyer to review and approve title report including all exceptions, casements, right-of-ways, assessments and liens within thirty (30) days of acceptance hereof. ,Seller shall remove any exceptions which are not acceptable to the Buyer prior to close of escrow. If exception is unable to be removed at a reasonable cost and time by Seller, then Sclleror Buyer may cancel contract if Buyer does not accept subject exception. K Buyer at its option to obtain or ascertain to his satisfaction the ability to obtain all utility connections licenses, or encroachments, including but not linilted to water, sewer, electrical, gas, telephone, cable, etc, within otic hundred eighty (180) days of acceptance hereof. If any of the above conditions are not satisfied and approvedin writing or waived by the Buyer In writing In the tithes stipulated above, then either Buyer or Seller may terminate this Agreement and the above deposit shall be returned to the Buyer with no further liability to either party hereunder, If Professional Publishing forni is used, strike Paragraph 1$ in its entirety except "Time is of the Essence of this Agreement". Tltis Addendum is precedent for time periods and conditions over the Professional Publishing printed form. 2, Seller to deliver to Buyer the following existing reports and information within the tithes stipulated below in order to facilitate Buyer's due diligence; A. Statement of Property Condition completed and sighed by Seller and agents within ten (10) days of acceptance hereof. B. AJ,R, Seller's Mandatory Disclosure (Natural. Hazards) Statement or atural Hazards Report within fifteen (15) days of acceptance hereof. f Buyer's Init;afs :!,Z,-4 .. Seliet- s initials �.._. Ordinance No. 2667 N.C.S. Page 9 C. All studies, approvals or reports previously obtained by Seller or in the possession of Seller including environmental studies, well reports, code violations -orders, survey of property, appraisals, soils reports, title reports, MR% Association budget, archaeological, wetlands, Tiger Salamandor, biotic, entitlements, approvals, building permits, design review or use permits within ten (1 Q) days of acceptance Hereof. 3, Natural Hazards Disclosure._Agt� The propeity which is the subject of this contract is or may be situated in a Special Study Zone as designated under the Alquist-Priolo Geologic Hazard Act, Sections 2621-2625, inclusive, of the California Public Resources Code; and, as such, the construction or development on this property of any structure for human occupancy may be subject to the findings of a geologic report prepared by a geologist registered in the State of California, unless such report is waived by the City or County under the terms of that act. No: representations on the subject are made by the Seller or Agent, and the Buyer should make his own Inquiry or investigation. 4. In the event of cancellation of this agreement by 'Buyer, all studies, plans, specifications, reports, and approvals obtained by Buyer will be turned over to the Seller without cost; 5. Seller to cooperate in signing_ all necessary governmental applications required for Buyer to reasonably Satisfy the conditions herein. 6. Buyer to pay for escrow fee and title insurance. Seller to pay for transfer tae.. Any assessment bond, assumed by Buyer will be a credit to the purchase price. Bonds will be assumed based on the principal amount at the close of escrow. Interest will be prorated to Buyer and Seller based on close date. Taxes, interest on bonds, assessments and loans shall all be prorated as of the close of escrow according to ownership and who made the payments or received rents. In connection with any fire, earthquake; flood, vandalism, wind or other catastrophe, if any site improvements, utility installations or natural landscaping is destroyed, damaged or made materially defective -as a result of such incident prior to close of escrow, Buyer may terminate the transaction by written notice delivered to Seller and all refundable deposits shall be returned to the Buyer, if Buyer does not terminate this agreement and closes the transaction, Buyer shall be entitled to receive any insurance proceeds payable for Stich damage. Seller shall permit Buyer's agents, employers, contractors with reasonable notice to enter into and upon the Property to inspect property and to conduct, at Buyer's sole expense, surveys, soils, environmental, seismic, wetlands, biotic and other investigations at Buyer's discretion to complete Buyer's due diligence. Buyer agrees to keep property free of liens and claims arising out of said investigations and to defend, indemnify and hold harm less Seller from any claims or actions arising out of Buyer's inspection, conduct of investigations or testing of Seller's property, Buyer agrees to repair and replace and bring back to original condition and pay for any damage arising out of said Inspections and expert investigations and give a copy of the reports, studies, inspection reports so obtained during the investigation to the Seller. Buyer's obligation under this paragraph shall survive any termination of this Agreement. BUYER'S REPRESENTATIONS: The patty executing this agreement on behalf of Buyer has full power to execute, deliver and early out terms and provisions of this agreement and any of the other agreements, instruments and documents herein required to be trade or delivered by Buyer pursuant hereto. Buyer has not made a general assignment for benefit of creditors, filed a voluntary petition of bankruptcy, suffered the filing of creditors, a receiver, attachmentorother judicial service of assets and has a sound Financial standing in order to make the proposed acquisition, 10: REPRESENTATIONS AND WARRANTIES; Seller is not aware of any uncured violations of any law, rule, regulation, ordinance, code or covenant applicable to the Property. Seller Is unaware of any notices from arty Insurance companies, governmental agencies or other parties with respect to ally violations or potential claims against the Property, If any notices or claims are received prior to close of escrow, Seller shall immediately notify Buyer of such claims or notices. 1-1/ A. Seller has not obligated Itself in any marincr to sen ra 11 o , party other than Buyer, Buyer' ni i ,Seller's Initials _ Ordinance No. 2667 N.C.S. Page 10 B. To the 'best 'of Seller's knowledge, there are no current condemnation proceedings threatened or pending against the Property. C, There are no unrecorded contracts ofany sort affecting any portion of the site. D, The transaction contemplated by this Agreement shall not violate or result in a breach of any other obligation or restrictions of Seller to any other party. L. Seller has no knowledge of any hazardous wastes existing on the Property. F. Seller is not awareofany unusual soils conditions or deed restrictions that would prohibit the development and marketing of the property. 1:1: Seller shall convey to Buyer at close of escrow fee simple title to the property by grant deed subject to the exceptions set forth in the approval of the title report, Title shall be insured by a CLIA or at Buyer's option, an ALTA title insurance policy, either atBuyer's expense. 12. Close of Escrow to be the sooner of within five (5) days of Buyer's receipt of resign Review and Use Permit Approval for the development project to be proposed for the subject site or eighteen (18 ) months from the date of this Agreement. 13, Upon Buyer's approval and/or waiver of all Due Diligence items (items 9. A, B, and C of the Purchase Agreement and items LA through I.H of this Addendum), Buyer will increase the deposit in Escrow to One Hundred Thousand Dollars ($100,000.00) which deposit will thereafter be non-refundable and should Buyer thereafter fail to Close Escrow per the terms of this Agreement shall be retained by Seller as Liquidated Damages. The terms, covenants and conditions of this Agreement shallbe binding upon and shall endure to the benefit of Buyer and Seller and theirrespective successors, assigns, heirs and legal representatives, All of the terms and provisions of this Agreement shall survive the close of escrow and not merge with the execution and delivery of the grant deed. Buyer and Seller are: eir respct6ve attorneys review andapprovethis agreement pr signing. Agreed by: 4 ,I Date: ' t `'�.' Agreed by: Seller: ]late. Ordinance No. 2667 N.C.S. Page 11 STANDARD SALE DISCLOSURE ADDENDUM Certlired:Access Specialist 12isclosure Pursuant to California Civil Code Section 193$ the subject property has has not X been inspected by "Certified Access Specialist". If subject property has been inspected, the property has has not been determined to meet all applicable construction relatedaccessibility standards pursuant to California Civil Code Section 55.53. Comprehensive federal and state laws and regulations have been enacted in the last few years in an effort to develop controls over the use, storage, handling, cleanup, removal and disposal of hazardous wastes or substances. Some of these laws and regulations, such as, for example, the so-called "Super Fund Act", provide for broad liability schemes wherein an owner, tenant or other user of the property may be liable for cleanup costs and damages regardless of fault. Other Iaws and regulations set standards for the handling of asbestos or establish requirements for the use, modification, abandonment, or closing of underground storage tanks. It is not practical or possible to list all such laws and regulations in this Notice. Therefore, Setter and Buyer; are urged to consult legal counsel to determine their respective rights and liabilities with respect to the issues described in this Notice as well as other aspects of the proposed transaction. If various materials that have been or may be in the future determined to be toxic, hazardous or undesirable, or are going to be used, stored, handled or disposed of on the property, or if the property has or may have underground storage tanks for storage of such hazardous materials, or that such materials may be in the equipment, improvements or soil, it is essential that legal and technical advice be obtained to determine, among other things, what permits and approvals have been or may be required, if any, the estimatedcosts and expenses associated with the use, storage, handling, cleanup, removal or disposal of the hazardous wastes or substances and what contractual provisions and protection are necessary or desirable. It may also be important to obtain expert assistance for site investigations and building inspections. The past uses of the property may provide valuable information as to the likelihood of hazardous wastes or substances, or underground: storage tanks beingon the property. The term "hazardous wastes or substances" is used in this Notice in its very broadest sense and includes, but isnot limited to, all those listed under Proposition 65, petroleum base products, paints and solvents, lead, cyanide, DDT, printing inks, acids, pesticides; ammonium compounds, asbestos, PCBs and other chemical products. Hazardous wastes or substances and underground storage tanks may be present on all types of real property. This Notice is, therefore, meant to apply to any transaction involving any type of real property, whether improved or unimproved. You should contact a professional, such as a civil engineer, geologist, industrial hygienist or other persons with experience in these matters to advise you concerning the property, Americans with Dtsabllides Act (ADA) On July 26, 1990, the federal legislation known as the Americans with Disabilities Act (ADA) was signed into law by president Bush, The purpose of the ADA is to integrate persons with disabilities into the economic and social mainstream of American life. Title III of the ADA applies to Buyers and Sellers of "places of public accommodation and "commercial facilities", and requires that places of public accommodation undertake "readily achievable" removal of communication and access barriers to the disabled. This requirement of Title III of the ADA is effective January 26, 1992. It is important that building owners identify and undertake "readily achievable" removal of any such barriers in the common areas, sidewalks, parking lots and other areas of the building under their control. The Seller and Buyer are responsible for compliance with ADA relating to removal of barriers within the workplace i.e., arrangement of interior furnishings and access within the premises, and any improvements installed by lessor and lessee. Keegan & Coppin Company, Inc. recommends that both parties seek expert advice regarding the implications of the Act as it affects this agreement. Ordinance No. 2667 N.C.S. Page 12 Natural :Hazards Disclosure Act "The property which is the subject of this contract maybe situated in a Special Study Zone as designated wider the Natural Hazards Disclosure Act, inclusive, of the California Public Resources Code, and, as such, the construction or development on this property of any structure for human occupancy may be subject to the findings of a geologic report prepared by a geologist registered in the State; of California, unless such report is waived by the City or County under the terms of that act. No representations on the subject are made by the Salter or Agent, and the Buyer should make his oval inquiry or investigation", Flood Hazard Area Disclosure, The subject property may be situated in a "Special Mood 17azard Area" as set forth on a Federal Emergency Management Agency (FEMA) "Flood Insurance Rate Map" (FIRM) or "Flood Hazard Boundary Map" (FHBM). The law provides that, as a condition of obtaining financing on most structures located in a "Special Floods Hazard Area", lender requires flood insurance where the property or its attachments are secarity fora loan, Buyer should consult with experts concerning the possible risk of flooding. The Toxic Mold Protection Act of 2001 requires any person who sells, transfers or rents residential, commercial or industrial property to disclose if they have ACTUAL KNONVLEDGF, of'a mold condition on the property. The law also requires the California Department of Hcalth Services to identify tolerable exposure limits and develop guidelines for toxic mold identification and remediation, Property owners will be required to provide a more detailed disclosure on toxic mold once the Department of health Services develops and adopts standards for identifying, 2neasuring and remediating toxic mold, The Toxic Mold Protection Act of 2001 does NOT require that a property owner have their property tested for toxic mold, It also does NOT require that an agent investigate a property for toxic mold. Property owners only need to disclose any ACTUAL KNOWLEDGE of a mold condition on their property until the above mentioned guidelines are developed and approved. Buyers are advised to obtain a professional assessment of the mold condition of die subject property prior to the close of escrow. Seller: Date! Date: Ordinance No. 2667 N.C.S. Page 13 SALE DISCLOSURE AND CONFIRMATiON REGARDING REAL ESTATE AGENCY RCLATIONS"IF When you enter Into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction, With each specific transaction, you should read the Agency Disclosure and consider how you are being represented. SELLER'S AGENT A Seller's agent under alisting agreement tvilh the Salter acts as the agent for the Seller. A Seller's agent or a subagent of that agent has the followingaftirmative obligations: To the Seller: A fiduciary duty of utmost me, integrity, honesty and loyalty in dealings with the Seiler. To Buyer and Seller: (a) Diligent of7easonablo skill and care in performance of theagent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all: facts known to the agent-tnnterialty, al%cting the value or desirability of the property that are notlmown to; or within the diligent attention and observation of, die patties. An agent is not obligated to reveal to eillier party any confidential information obtained from the other party which does not involve the of rmative duties set forth above, BUYER'S AGENT A Selling agent can, with a Buyer's consent, ugrec to act as agent for the Buyer only, in these situations, the agent is not time Seller's agent, even Irby agreement Ute agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduclwy duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To Buyer and Seiler: (a) Diligent exercise of reasonable skill and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duly to disclose all facts known to the agent materially affecting die value or desirability orthe property that are not known to; or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from Ole other party which does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acting directly or through one or more associate licensees, can legally he the agent of both the Selier and the Buyer in it transaction, but onlywith the knowledge and consent of both the Seller and the Buyer, Ill a dual agency situation, the agent has the following -affinnative,obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, integrity, honest and loyalty ht the dealings with either Seller or Buyer. (b) Other duties to dieSetler and the Buyer as stated above in tlioir respective sections. In representing both Seller and Buyer, the agent may not, without the express permission of the respective party, disclose lc the other party that the Seller will accept sr price less than Uwlisted price: or that Ole Buyer will pay a price greater than'the price offered. The above duties oftlre agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect their own interests, You should carefully read all agreements to assure that they adequately express your understanding of the transaction. Areal estate agent is a pet -son qualified to advise about real estate. If lcgai or tat advice is desired, consult a competent professional. 'throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual m-elationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and thereat estate agent in your specific transaction. This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive of the Civil Code set forth on the reverse hereof. Read it carerully. We Heknaphdae=receipt of a copy of this disclosure: Buyer "1' Date t -)A CON We audnorize the following agency: iiraEattit�Asset Mana�er�ient Com• is the agent of: (Check one) X The Boyer exclusively; or The Seiler exclusively .,_.Both die Buyer and Seller Seller Date_ Seller Date Agent (late _ ATION Or, AGENCY CONFIRM i ND AUTHORIZED: Buycr ` _.._Date Q1 •1a ,) T Buyer Dale____..__ Agent for Buyer Alan Mint Lie. 401458475 475 Kee. -an & Qtr 1t1. Co:, Inc, is the agent of: (Check one) X . Me Seller exclusively; or Both the Buycr and Seller CONFIRMED AND A11THORIZED: Seiler Date Seller Date Agent for Seller l4ert Bi I ! S -a V,�ann Lie. #00597974 / 01 U7146. PROPERTY ADDRESS; A[IN: 150.020.0361ndu41ria Avert e 1_'d uma CA 94952 Ordinance No. 2667 N.C.S. Page 14 207213. As trod in Swiotls 2679,14 to 2079.24, inclusive, tilt, following lcrnts have Ilia foliowiug me mings: (a) "Agent" mewls 4 parson acting under provisions of'fitle 9 (oommcticing with section ?295) in a will propony transaction, old hicludos a person who is licensed as a real property transact includes a person who is licensed as a real estate broker under Chapter 3 (comatencfltg with $action 10130) of part 1 ot'Division 4 oftittr Business and Professions code, and under whose lio listing is executed or an offer (a purchase is obtained. (b) "Associalalivurl moons purson who is licensed its a realostnla i or salesperson urrdcrChaplor 7 (commencing wilb Seeiion 10130) of f vt 1 of Division 4 of ille Busill"$ and Pi Code And who is eishar liccused under A broker or has entered into wrivan colnract lvitii a broker to act as (lie tooker's agent in connection with nuts i' quiring a tcnl oslale focosu alai to Wool the broker's supervision it, 1110 capacity ofan assooiatc licensee; The agent in Ilio mal property transaction boars responsibility for Ills or her associate licensees who Wrotm as agents ofilre again. When as associate licctisce awes a duty to any principal, of transaction, that duty Kegttivah nl to the drily owed to that party by the broker for tylion the Associate liconscc functions, (a) "Boyer nlemtsa irontferee in a real property dansoclion, and Includes a -person ratio executes out after to purehaso real property train a seller through nn agent, or who sect's IN Samoa$ of in more duan a casual, (raisitory, orproliminaty manner, with the object uflonedog into a road property hausAMian." Buyer" fneiudes vendee or less". (d) "Commercial real property" means all real property in the state, except singlo•thmily residemial real property, dwelling units made subject to Chapter 2 (commencing with Section 1940)1 itiobilohonnes, as defincd in Section 799,3, or rcoroational vehicles; as defined in Section 799,29, (c)" Dual agent" meas an ngcnl aelitlg, eiibcr directly or through off associate if ccosoo, as agent for both the seller and ho buyer to areal property transaction. (F)"Listing agreement" means a contractbetweeq an owner Of real property and aguni, by -which lite agent list becnaullroi2ud to soil lite mal property or to 1but oroblain a buyer, (g) "Listing agent" menus a,persoz who has obtained a: listing of raol property to act As An agent for compensation. (h) "Listing price" fs the 3knount expressed in dollustspooified in the listing Car vhich file sa11017 is willing to Wit thereat lrroperty, through dialisting Agent. (i) "Onbring price" is the amount expressed it, dollars specified in tin offer to purchase for which the boyeris willing to buy ilia root proporty. U) "Utter to purchase" means a wrihcn eonuract executed by a bu)'eracting through a selling agent that bemuoA the contract for the sale ofdic real property upon acceptance by the (k)"real propody" means any estate specified by subdivision (1) or (2) of Section 761 in pioparty that constitutes or is improved with one to four dwelling units, any commercial Toni property leaschotd it those types of propoliy exceeding ono year's duration, and mobitehuffes, when offered for sale or sold through an again pursuant to rite authority contained in Section 10131;6 of Busioot s -of Profassions Cade. (1)"Real properly viusaction" means a transaction for Ilia sale of real property in which an ogenttfi employed by one of mors of the prhueipals to act in that transaction, and includes a listing offer to purchase, (in) "SelN"`sale' or "sold" tafers is a transaction for the transfer of fail property from ilia seller to Clic bower, skid includes exchanges arrant property hehvicen the seller and buyer, trAnsfiviot creation of a real property solos contract within Itis meanin0 or Section 29811, and uansaciioro for the oration orieast:hnld Weeding One year's dutatian. (n) "SolkK" mcaits the transfetor in a foal property (rausaclion, and hickories an owner vvholists nail property with an agent, whether or not -a transfer results; or who rateives nn offor to purrhi property or which 'Ila, or sial is that owner from all agent on behalf of antsier. "Seller" Includes both vendor and a lessor (o) "Selling ngcnrf ` niCAA5 a listing agent who act$ alone, of an agent who Acts in cooperation with a listing again, and who sells or finds and Obtains a buyer for t11c real property, or ail agent v locates property fora buyer or who finds a buyer for to ptopeny for which no listing exists and presents tut offer to purchase to 1110 seller. (p)"Subagont" means a person to whom an agent delegates agency lowers as provided in Article 3(commoucing with $action 2349) of Chapicr i of title 9, However, "subagaul" does not tile[ nsSOaiale liCenseewho is acting tinder the su1mvision ofan agent ill =I property (mntaefian; 2079.14. Listing agents and selling agents shali provida lite seller and buyer in a real property transaction widi a copyof lhodisclosure from specified in Suction 3079.16, and, axeepi As provi subdivis-ioo (c), stroll obtains signed Ackumfedgin icnt orrecoipt train ilial seller or buyer, except as provided in this section or Section 2079.15,;45 follows: (a) Tholisting ngcnl, (fully, shrill provide lite disclosure form to ilia seller prior to enuring into (lie listing agreement. (b)The selling agent shall provide ilia disclosure form to title setter as soon it paulicable prior to presenting tile seller with an offal to psrcl ase, uniass the selling agent previously provided Ill. with a copy critic disclosure form pursuant to subdivision (a). (o) Whcio Clic sailing agent does not deal oil a facki,lo•face basis,vvitlt Ill* seller, ilia disclosure form prepared by the selling again may be famishul Who seller (and acknowledgement of rccc obtained for (lie selling agent front the- sellar) by the listing agent, or Ihqselling ngeat may deliver lite disclosure form by emitted mnit addrossod to the seller is his or bar last known address, ease no signed acknowledgement of this receipt is manned, (a)1110 svllfngnpienl shall provide the disclosure form to lite buyer us serious practicable prior to exoeulhm of the buyer's offer to purchase, excupl that if4be offer to purchase is not prepared selling agent, ilia selling agentshall present the disclosure form to thabuyvrtwo( later that tile next business day after the setting agent receives the offer to purchase from the buyer. 2079.15 In any nitcamslauce in which the seller or buyer uses to sign an ooknowlcdgement or mccipl putsunnt to Section 2079. 14, tile: again, or An associate Itaetisce Kling for the 094111, $1 forth, sign, and daida wrinan duchvnl on of the facts ortho rorosai. 2079,17, (a) As soon as praclicatdo. dna selling agent shall disclose to the buyer and seller whether ilio calling agent is acting in the real property transaction exclusively as the buyer's agent, exclusively as the seller's agent, oras a dual agent rclimienting both don buyer and ilio seller. lltis rclatiouship shall be confirmed in Clio cootmcr to purchav4 and soil mal property or in it sepal ivriliug exaoutad or aukeowledged by ilia seller, the buyer, and the soiling agent prior to or coincident with execution of tial contend by the buyer and lite seller, respeolively. (b) As stunt As practicable, ilia listing agent shall disclose to clic scllcr whether Chu listing DOGltis acting It) Ona rest prop;riy transaction cxelusivoly fs ilia seller's agent, or as a dual agent rept boil) the buyer mid sellar. This relntiotsbip shall be eotrGrnied in rile contract to parcliase and sell real properly or it, a separ la wridng exocuted or acknowledged by ilia seller fund ilia listing z prior to our coincident with the execution of drat contract by Ota seller. (e) The confirmation toquimd by subdivisions (a) and (b) shill be h) ilia following form:p Ora ,ava'�`/ _151110 agent of �4 is the agent of (Nptnc of Listing Agent) (Name of Selling Age t if not the same as Oto Listing Agent} (Chock one) (Check one) O the seller exclusively; or f)d Ilia buycr-oxclusivaly; or ( ) both ilia buyer and scllcr. O tile seller exclusively; or {) hath the buyer nod toiler (d) The disclosures and confirmation requirod by this seathill shall be to addition to Cha disclosure required by Section 2079.14. 2079,1 R. No soiling agent in a rani property imnsa nlro) may sal as on agent for Cha boycronly, when the scllfn@ agent is also acting 03 ilia listing aganl in Ota transaction. 2079.19, Tim payment of compensation or ilia obligation to pay compensation to is ngentby the seller or buyer is not necessarily delcrtninalivv Ora particular agettoy ralatiorzsltip bawvccn an and tine seller or buyer. A listing agent and a selling agent ))toy agree to shard any compensation or commission paid, or any right Io rely compensation or commission rot which all Obligation 1 dole result ora regi estalo nonaction, and the lerrkis of any such agreement shall not necassarily be dworntinniive Ora particular relationship, 2070:20. Notting in this article ptowins laid agent from sotectingt as A Wildilicn of iho agent's omplu)rncni, a spacifte form of ogolcy rclntions11ip not specifically probibhel) bythis article if requirements ofScetior2079.14 And Section 2079.17 are compiled with. ?079.21. A dual agent shall not disclose toboyer that the salter is willing to sell the property as a price Icss than the listing price, William tile express written consent ofth0 seller. Ad ial 090111 disclose to tha selitr that the buyer is willinu topay a plica greater 11411 lite offering plica, without lilt express vvwtten consent ofthe buyer. This ssuion dons -:nal niter in ru+y "'rty file doily or resp u -4,11n ), ora dust agent to any principal will nospccl to confidential information other Ilion price, 2079.22 Nothing ht Obis article precludes a listing Agent float also being a actifng agent, and the combination or these functions til akin agent does not, of itself, make titan agent a dual agent. 2079,23. (a) A contractbitvveert the principal and Agent may be modiflod or altered to change the agency relationship at ally time before Oto pertonnane0 of lheactwhich is (he object of thea with Vic written consent oftho parties to the agency(latiooship. (b) A lender oran auction company retained by a louder to contras aspects ora trnnsnction afford propclfy subject to this p'm+ Including vmltdnting the $Hies price, shalt not regnire, ns it Caudill recoiling the leader's approval of the transaction, the (ntncolvilor or lisling agent to defend or indemnify ilia lander or auction company from any I habi Itry alleged to result iron; the actions of t loader or auction company. Ally clause, provision, coveuam, or agreement purporting Ie impow an obligation to defend or indainnify a tender or oh ourtimn company in violation of thus subdit against public policy, void, and unckiforccabic: 2079.21. Nothing in Ibis article shall be consumed to either diminish the duly of disclosure owed buyers and sailers by agelds and (heir associate licences, subagents, and emplo)•acs hon hilb: their conduct in cnonection with acts governed by this article or for any btH-rch ora fiduciary duty ora duty of disclosure. Ordinance No. 2667 N.C.S. Page 15