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HomeMy WebLinkAboutStaff Report 3.E 06/01/2020I85$ DATE: June 1, 2020 TO: Agenda Item #3.E Honorable Chairperson and Members of the Petaluma Community Development Successor Agency through Executive Director, , Ingrid Alverde, Director, Economic Development & Open Government SUBJECT: Adoption (Second Reading) of an Ordinance Approving a Land Purchase Agreement Between Syd Hyder 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 RECOMMENDATION It is recommended that the City Council adopt an Ordinance Approving a Land Purchase Agreement Between Syd Hyder 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. BACKGROUND At their meeting of May 21, 2020, the City Council unanimously approved the introduction of an ordinance approving a land purchase agreement to sell a 2.6 -acre property located at the corner of Old Corona Rd. and Industrial Ave. This item provides for the second reading and adoption of the ordinance. ATTACHMENT 1. Ordinance Approving a Land Purchase Agreement Between Foothill Family Motors Group LLC and the City of Petaluma Attachment 1 Ordinance No. 2017 - Of the City of Petaluma, California ORDINANCE APPROVING A LAND PURCHASE AGREEMENT BETWEEN SYD HYDER AND THE CITY OF PETALUMA REGARDING REAL PROPERTY COMMONLY KNOWN AS INDUSTRIAL DRIVE AND AUTO CENTER DRIVE (APN 150-020-07) 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 $800,000 was received; and, NOW, THEREFORE, BE IT RESOLVED BY THE PETALUMA COMMUNITY Section 1. The Purchase and Sale Agreement attached to this Ordinance as Exhibit "A" hereby approved. The City Manager is hereby authorized to execute all documents necessary to complete the sale. I DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD THIS FORM FOR USE IN CALIFORNIA ONLY LAND PURCHASE AGREEMENT Real Estate Forms Since 1966 0 DEFINITIONS BROKER includes cooperating broker and all sales persons. DAYS means calendar days, midnight to midnight, unless otherwise specified. BUSINESS DAY excludes Saturdays, Sundays and legal holidays. DATE OF ACCEPTANCE means the date Seller accepts the offer or the Buyer accepts the counter offer, and the written acceptance is put in the course of transmission to the other party. This rule also applies to the removal of contingencies. DELIVERED means personally delivered, transmitted electronically in accordance with applicable laws, by a nationally recognized overnight courier, or by first class mail, postage prepaid. In the event of mailing, the document will be deemed delivered three (3) business days after deposit; in the event of overnight courier, one (1) business day after deposit; and if electronically at the time of transmission provided that a transmission report is generated and retained by the sender reflecting the accurate transmission of the document. Unless otherwise provided in this Agreement or by law, delivery to the agent will constitute delivery to the principal. DATE OF CLOSING means the date title is transferred. TERMINATING THE AGREEMENT means that both parties are relieved of their obligations and all deposits will be returned to Buyer. PROPERTY means the real property and any personal property included in the sale. AGENCY RELATIONSHIP CONFIRMATION. The following agency relationship is hereby confirmed for this transaction and supersedes any prior agency election: LISTING AGENT: Keeqan & Coppin Companv, Inc. is the agent of (check one): (Print Firm Name) X the Seller exclusively; or ❑ both the Buyer and the Seller. SELLING AGENT: LUXE PLACES International Realtv (if not the same as the Listing Agent) is the agent of (check one): (Print Firm Name) X the Buyer exclusively; or ❑ the Seller exclusively; or ❑ both the Buyer and the Seller. Note: This confirmation DOES NOT take the place of the AGENCY DISCLOSURE required by law Svd Hvder and/or Assignee hereinafter designated as BUYER, offers to purchase the real property situated in Petaluma County of Sonoma , California, consisting of approximately 2.6 X acres, ❑ sq. ft. commonly known as APN: 150-020-036; Industrial Ave Petaluma, CA 94952 FOR THE PURCHASE PRICE OF $ 800,000.00 (Eiaht Hundred Thousand dollars) on the following terms and conditions: fimaI►I-i►19 [►1eif=1:7i,T,&1 A. $ 8,000.00 DEPOSIT evidenced by ❑ check, or ❑ other: held uncashed until acceptance and not later than three (3) business days thereafter deposited toward the purchase price with Old Republic Title -Julie James B. $ ADDITIONAL CASH DEPOSIT to be placed in escrow ❑ within days after acceptance, ❑ upon removal of all conditions. C. $ 792.000.00 BALANCE OF CASH PAYMENT needed to close, not including closing costs. D. $ BONDS OR ASSESSMENTS of record if assumed by buyer. E. $ OTHER FINANCING TERMS: H.$ 800,000.00 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: [1] real estate taxes not yet due; and [2] 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 five (5) days after receipt, Buyer will report to Seller 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 due diligence to remove such exceptions at his or her own expense before close of escrow. 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 she is in good faith unable to remove such objections, Seller will so notify Buyer within ten (10) days after receipt of said objections. In that event Buyer may terminate this Agreement. 3. OPTIONAL CONDITIONS. Provisions 3-A through 3-G, if initialed below by Buyer, are included in this Agreement: [] A. SOIL TESTS. Upon acceptance of this Agreement, Buyer will 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 DS ke. All expenses of such tests will be borne by the IX Buyer, El Seller Buyer will be responsible for the repair and Buyer r ❑ / j and Seller r I r I have read this page. Page 1 of 6 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 computerized formats. FORM 101-LA.1 CAL (10-2015) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CAPROFESSIONAL Pd PUBLISHING LLC Form generated by: True Forms? 800-499-9612 DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD Property Address: APN: 150-020-036; Industrial Ave 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 30 days of acceptance. U B. SURVEY. Upon acceptance of this Agreement, a boundary line survey will be made by a licensed surveyor at the expense of the ❑ Buyer, ❑ Seller. The surveyor will set and flag all property lines, to be approved in writing by Buyer prior to close of escrow. U C. PRICE BASED ON AREA. The purchase price is based upon $ ❑ per acre, ❑ per square foot, and ❑ will, ❑ will not be adjusted in accordance with the area set forth in the survey under Provision 3-B. U D. GEOLOGICAL REPORT. Upon acceptance of this Agreement, Buyer will have the right to obtain a geological report from a registered geologist at the expense of XI Buyer ❑ Seller. Buyer will be deemed to have approved said report unless written notice to the contrary is delivered to Seller or his or her Broker within 30 days of acceptance. In the event of disapproval, Buyer may terminate this Agreement. U 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 ❑ 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. U F. CERTIFICATE OF COMPLIANCE. This offer is conditioned upon obtaining a Conditional Certificate of Compliance from , at the expense of ❑ Buyer ❑ 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.) U 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 both 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. 5. EVIDENCE OF TITLE will be in the form of a policy of title insurance, issued by Old Republic Title paid by X Buyer, ❑ Seller, ❑ Other . NOTE: In addition to coverage under a standard CLTA 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 lender's policy of title insurance, X Buyer, ❑ Seller 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 lease 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 , or X within 35 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. ❑ Where customary, signed escrow instructions will be delivered to escrow holder within 3 days of acceptance. Escrow fee to be paid by Buver . County/City Transfer Tax(es), if any, to be paid by Seller . 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 ❑ROW HOLDER. Buyer r �❑ j and Seller f j r j have read this page. Page 2 of 6 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 computerized formats. FORM 101-LA.2 CAL (10-2015) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CAPd PUBLISHING AL LLC Form generated by: True Forms'" 800-499-9612 DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD Property Address: APN: 150-020-036: Industrial Ave Petaluma, CA 94952 8 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 land 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 within fifteen (15) (orX 30 ) days after acceptance. In the event of Buyer's 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 the 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 borne 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, shall be borne as determined by the arbitrator or the court. If a party initials the "agree" space and later refuses mediation, that party will not be entitled to recover prevailing party attorney fees in any subsequent action. I l I 1 Buyer agrees f i f 1 Buyer does not agree I i f 1 Seller agrees f i f 1 Seller does not agree 11. DEFAULT -LIQUIDATED DAMAGES. A. If 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 the extended closing date mutually agreed to by Seller and Buyer, Seller 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. B. If Buyer fails to complete the purchase of the property because of a default by Buyer, Seller may pursue any remedy in law or equity that it may have against Buyer on account of the default; provided, however, that by placing their initials here, Buyer j j F j and Seller [ j F j agree that: 1. $ 8,000.00 , an amount not to exceed the money deposited by Buyer under this contract will constitute liquidated damages payable to Seller if Buyer fails to complete the purchase of the property because of a default by Buyer. 2. The payment of such liquidated damages to Seller will constitute the exclusive remedy of Seller on account of any default by Buyer. 3. Liquidated 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 §116.340 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 (20) 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 Seller's notice and demand in which to give the escrow holder Buyer's objection. c. If Buyer fails 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 DISPUTES, provided that both the Buyer and Seller have initialed the "agree" space in said provision. If the arbitration clause is not initialed by both parties, any dispute will be resolved by mediation or Ds 7priate court action. Buyer / I and Seller f I r I have read this page. Page 3 of 6 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 computerized formats. FORM 101-LA.3 CAL (10-2015) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CA PROFESSIONAL Pd PUBLISHING LLC Form generated by: True Forms'" 800-499-9612 DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD Property Address: APN: 150-020-036; Industrial Ave Petaluma, CA 94952 12. ARBITRATION OF DISPUTES. Any dispute or claim in law or equity arising between the Buyer and Seller out of this Agreement, whether sounding 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 party 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 class 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 provisions of 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 to an 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 lien; (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 to discovery and appeal, unless those rights are specifically included in the "Arbitration of Disputes" provision. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under the authority of the California Code of Civil Procedure. Your agreement to this arbitration provision is voluntary. (e have read and understand the foregoing and agree to submit disputes arising out of the matters included in he at' In of Disputes" provision to neutral arbitration. 1 Buyer agrees f 1 f 1 Buyer does not agree I 1 f 1 Seller agrees f i f 1 Seller does not agree 13. ATTORNEY FEES. 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: ADDENDUM TO LAND PURCHASE AGREEMENT X STANDARD DISCLOSURES AND DISCLAIMERS ❑ NATURAL HAZARD DISCLOSURE 5Q Sale Disclosure and Confirmation Re: Real Estate Agency Relationship 15. SURVIVAL. The omission from escrow instructions of any provision in this Agreement will not waive the right of any party. All representations or warranties will survive the close of escrow. DS Buyer ❑ j and Seller f j r j have read this page. Page 4 of 6 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 computerized formats. FORM 101 -LAA CAL (10-2015) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CA PROFESSIONAL Form generated by: True Forms'" 800-499-9612 Pd PUBLISHING LLC DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD Property Address: APN: 150-020-036; Industrial Ave Petaluma, CA 94952 16. EXPIRATION OF OFFER. This offer will expire unless acceptance is delivered to Buyer or to LUXE PLACES International Realtv (Buyer's Broker) on or before (date) , (time) ❑ AM, ❑ PM. 17. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which is deemed to be an original. 18. TIME. Time is of the essence of this Agreement; £zttl. to thrs,ly t. ;'hin-thtt'-- I:,,,X , [ J�'.-J, tl., ,1y: (( :...! .,:r .,uS�.--t--t:-:.y.:."J,, w..S the oil.- r :, � { .� yih�lt� CTiTLTLRLi'.j Na:t'y'. �.Nu.', .' u..'.N I.U.IU,. YY 11111111 Z'"T'L.—JI.— ll.t ;�l �� ���/��— I Ili- .vvv. a. ..�,tl.v ..u.7>-i�i�raml-'— uu..�,...�Tthill U.,, z&• L....,. ,, tl, :. . J 1y, ,,, ;r; . It ; :J:, Y; ,,J tl-.,Y, ,etf;, th,:, :,.ul:;l9g eF daN; ses l'1'.; :J: �- 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 the other party 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 may be 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. Seller to provide a Natural Hazard Zone Disclosure Report includinq Environmental. Both parties acknowledge that they have not relied on any statements of the real estate Agent or Broker which are not expressed in 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 undersigned Buyer acknowledges that he or she has thoroughly read and approved each of the provisions of this offer and agrees to purchase the property for the price and on the terms and conditions specified. Buyer acknowledges receipt of a copy of this Offer. DocuSlgned by: d Vj/- 5/3/2020 1 5:48 PM PDT Buyer Date Time Lsc31`FlBgMcSo. Hyder and/or Assignee Buyer Date Time Address ACCEPTANCE Seller 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 each 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: 3% of the accepted price, or $ to the listing Broker: Keeqan & CODDIn Comaanv Inc. , and 3% of the accepted price, or $ to the selling Broker: LUXE PLACES International Realtv without regard to the agency relationship. Escrow instructions with respect 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 Broker(s) 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 Seller, or the mutual rescission by Buyer and Seller without the written consent of the Broker(s), which prevents completion of the purchase. This Agreement will not limit 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 at y fees whether or not the action is brought to trial or final judgment. Buyer f ❑ j and Seller f j r j have read this page. Page 5 of 6 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 computerized formats. FORM 101-LA.5 CAL (10-2015) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CAPROFESSIONAL Pd PUBLISHING LLC Form generated by: True Form s7 800-499-9612 000u@gnEnvelope ID: r1rE5931-8EA0-4A83-A2B8-raAur9aCE7ao Property Address: APN: 150-020-036: Industrial Ave Petaluma, CA94952 23. PROVISIONS TO BE |N[U&LB0. The following Uomo must be "agreed kf by both parties to be binding on either party. In the event ofdisagreement, Seller should make acounter offer. Item 1U.MEDIATION UFDISPUTES Item 1i.LIQUIDATED DAMAGES Item 12.ARBITRATION OFDISPUTES Seller acknowledges receipt of copy of this Agreement. Authorization is hereby given the Broker(s) s transaction to deliver asigned copy to Buyer and to disclose the terms ofpurchase toa multiple listing uarvioe, intamnet data source, or Association o7REALTORSO atclose ofescrow. 24. |FCHECKED ElACCEPTANCE |SSUBJECT T0ATTACHED COUNTER OFFER DATED Seller Seller (Signature) (o/ommum) (Please Print Name) (Please Print Name) Date Time Date Time Information Regarding Real Estate Licensees Acting As Agents InThis Transaction: Selling Broker LUXE PLACES International ReaUv Ca|BRELim*nae# 01522223 DocuSw'ed by, By Lioonae# 01883748X01001454 Date 5/2/2020 1 8:43 PM moT Buya,} Julio Caceres/Alexandra Caceres Address 7374th Street City/State/Zip Santa Roaa, CA 95404 Telephone 707-230-4848 Fax E -Mail CaoorenCommeroia|(a)qmai|.00m Listing Broker Keeoan&C000inComoanv, Inc. Ca|BRE Lioenae# 00531022 By License # 01437148A00597070 Date (Real Estate Agent for Seller) Sara vvann8KanBizza Address 1201 North McDowell Blvd City/State/Zip Peta|uma, CA 94954 Telephone 707-884-1480 Fax 707-702-7338 E -Mail mwann(dWeeqanCoppin.00m Note that neither the Rao| Estate Brokers nor the Real Estate Agents are parties to the Purchase Agreement between the Buyer and Seller. Page ums CAUTION: This form may not be legally enforceable if it is not the most current version.ne copyrightlaws mthe United States forbid the unauthorized reproduction of this form by any means including scanning or computerized formats. FORM 101-LA.6 CAL (10-2015) COPYRIGHT BY PROFESSIONAL PUBLISHING LLC, NOVATO, CA PROFESSIONAL mmPUBLISHuNCuc DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD ADDENDUM TO LAND PURCHASE AGREEMENT STANDARD COMMERCIAL LAND PURCHASE CONDITIONS ADDENDUM To Purchase Agreement dated Avril 29, 2020 by and between Buyer Svd Hver and/or Assii4nee and Seller Petaluma Communitv Development Successor A2encv 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 full due diligence of property including existing information provided by Seller and new reports prepared by Buyer's experts. This offer is subject to the following conditions precedent: A. Buyer and/or his engineer/architect to inspect said property and contact governing municipalities in regard to location of all utilities, zoning, General Plan consistency and requirements for engineering said site to municipal and private standards to determine the general feasibility of the proposed development. Said approval or disapproval of the above by Buyer to be forthcoming within thirty (30) days of acceptance of this offer. B. Buyer to obtain archaeological, wetlands clearance, Tiger Salamander and any other governmental review or certification from the appropriate governing agencies within thirty (30) 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 hazardous substances, contaminated water or above or underground storage facilities on the subject property or surrounding properties within thirty (30) 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 thirty (30) 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 the A.I.R. Seller's Mandatory Disclosure Statement or a Professional Report (Natural Hazards) within thirty (30) days of acceptance hereof. F. Buyer to review and approve title report including all exceptions, easements, 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 Seller or Buyer may cancel contract if Buyer does not accept subject exception. G. Buyer at its option to obtain or ascertain to his satisfaction the ability to obtain all utility connections licenses, or encroachments, including but not limited to water, sewer, electrical, gas, telephone, cable, etc. within thirty (30) days of acceptance hereof. If any of the above conditions are not satisfied and approved in writing or waived by the Buyer in writing in the times 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 forn is used, strike Paragraph 18 in its entirety except "Time is of the Essence of this Agreement" and Paragraph 2 "Title Report" Seller to provide report within ten (10) days of acceptance. This 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 times stipulated below in order to facilitate Buyer's due diligence: A. A.I.R. Seller's Mandatory Disclosure (Natural Hazards) Statement or a Natural Hazards Report within seven (7) days of acceptance hereof. B. 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, CCRs, Association budget, archaeological, wetlands, Tiger Salamander, biotic, entitlements, approvals, building permits, design review or use permits within seven (7) days of acceptance hereof. DS Buyer's Initials Seller's Initials Page 1 of 3 DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD Natural Hazards Disclosure Act: The property 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 tax. 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. 7. 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 harmless 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 tennination of this Agreement. 8. BUYER'S REPRESENTATIONS: The party executing this agreement on behalf of Buyer has full power to execute, deliver and carry out terms and provisions of this agreement and any of the other agreements, instruments and documents herein required to be made 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, attachment or other judicial service of assets and has a sound financial standing in order to make the proposed acquisition. 9. SELLER'S REPRESENTATIONS: Seller has received no notice of and, except as disclosed in writing, to the best of Seller's knowledge, there is no violation of any local, state or federal government agency, including environmental, zoning, handicap, fire hazard, ordinance, code, regulations, rule or order. Seller has no knowledge of a threatened, pending or proposed condemnation, taking proceedings or governmental actions to modify the zoning or condition, or purchase in lieu, for all or any part of property. To the best of Seller's knowledge, there has been no release, storage or disposal of hazardous materials on the property during the pendance of Seller's ownership of the subject property except as disclosed in writing herein. Buyer is advised by Seller to undertake a full due diligence study of the property including test, investigations, and expert reports to determine the suitability of the property for Buyer's use and determine the actual economic, physical and entitlements aspect of the property. Seller has no knowledge of a pending or threatened litigation or governmental proceedings , except as disclosed in writing herein, affecting Seller or the property that relates to the enforcement of this agreement. The consummation of this contract shall not constitute a violation or breach by Seller of any contract or instrument or will result in the violation of any law, order or regulation of any governmental authority affecting the Seller. Ds Buyer's Initials F ler's Initials Page 2 of 3 DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD Seller is the owner in fee simple of property and the party signing hereto has the full right, power and authority to enter into this agreement and to execute all documents required hereto. Seller is not a foreign person within the meaning of Section 1445 and 7701 of the Internal Revenue Code of 1954 (IRC), i.e. The Seller is not a non-resident, alien, foreign corporation, foreign partnership, foreign trust or foreign state as those terms are defined in the IRC and income tax representation. 10. 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 at Buyer's expense. The terms, covenants and conditions of this Agreement shall be binding upon and shall endure to the benefit of Buyer and Seiler and their respective 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 advised to have their respective attorneys review and approve this agreement prior to signing. DocuSigned by: Agreed by: Buyer: 4 VIS Date: LSC3FF1B9910C4AC... Agreed by: Seller: Date: Page 3 of 3 5/3/2020 1 5:48 PM PDT DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD RIMIXI 17,ki 111 1 �_ ' X11 1 Certified Access Specialist Disclosure Pursuant to California Civil Code Section 1938 the subject property has has not X been inspected by a "Certified Access Specialist". If subject property has been inspected, the property has has not been determined to meet all applicable construction related accessibility standards pursuant to California Civil Code Section 55.53. Notice to Owners, Buvers and Tenants Regarding Hazardous Wastes or Substances and Underground Storage Tanks 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 laws 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, Seiler 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 estimated costs 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 being on the property. The term "hazardous wastes or substances" is used in this Notice in its very broadest sense and includes, but is not 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 Disabilities 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. Natural Hazards Disclosure Act: "The property which is the subject of this contract may be situated in a Special Study Zone as designated under 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 DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD terins 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". Flood Hazard Area Disclosure: The subject property may be situated in a "Special Flood Hazard 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 security for a loan. Buyer should consult with experts concerning the possible risk of flooding. Toxic Mold Disclosure (Pursuant to the Toxic Mold Protection Act of 2001) 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 KNOWLEDGE of a mold condition on the property. The law also requires the California Department of Health 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, measuring 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 the subject property prior to the close of escrow. Installation of Water Use Efficiency Improvements 11101.51 On or before January 1, 2019, all noncompliant plumbing fixtures in any multifamily residential real property and in any commercial real property shall be replaced with water -conserving plumbing fixtures. After January 1, 2019, a seller or transferor of multifamily residential real property or of commercial real property shall disclose to the prospective purchaser or transferee, in writing, all noncompliant plumbing fixtures. Notice ReEardin2 Gas and Hazardous Liquid Transmission Pipelines This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department of Transportation at http://npms.phmsa.dot.gov/. Commercial Property Owner's Guide to Earthquake Safety California State Law requires sellers of commercial property built before 1975 that have precast (tiltup) concrete or reinforced masonry walls and wood -frame floors or roofs to: • Deliver to the buyer "as soon as practical before the transfer," a copy of The Connnercial Property Owner's Guide to Earthquake Safety. (Government Code, Section 8893.2) Disclosure Keegan & Coppin Co., Inc. has made no independent investigation regarding the present or future use or zoning of the Property: ADA -related issues, matters relating to Hazardous Materials, or the compliance of the Property with the Occupational Safety and Health Act or any other federal, state, county or municipal Law. Broker has not investigated, and is not qualified to provide any opinion about the structural, mechanical, or soils conditions of the Property. Broker has not independently verified the size, measurements, or boundaries of the Property, and any representation thereof is made solely based upon information provided to Broker, which Broker deems reliable but does not warrant to be accurate. You should consult your advisors on these matters. Buyer agrees to make its own investigation and determination regarding all matters affecting the value, condition, utility, size, compliance with Laws, and all aspects of the Property's suitability for Buyer's intended use. ACKNOWLEDGED AND AGREED BY. T cuSignedby: 5/3/2020 1 5:48 PM PDT Buyer: AV`1/-Date: 3FF1B9919C4AC... Seller: Date: DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD SALE DISCLOSURE AND CONFIRMATION REGARDING REAL ESTATE AGENCY RELATIONSHIP 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 a listing agreement with the Seller acts as the agent for the Seller. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To Buyer and Seller: (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 duty to disclose all facts known to the agent materially affecting the value or desirability of the 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 the other party which does not involve the affirmative duties set forth above. BUYER'S AGENT A Selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the 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 fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To Buyer and Seller: (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 duty to disclose all facts known to the agent materially affecting the value or desirability of the 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 the 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 be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a) A fiduciary duty of utmost care, integrity, honest and loyalty in the dealings with either Seller or Buyer. (b) Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, the agent may not, without the express permission of the respective party, disclose to the other party that the Seller will accept a price less than the listed price or that the Buyer will pay a price greater than the price offered. The above duties of the 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. A real estate agent is a person qualified to advise about real estate. If legal or tax 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 relationship 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 the real 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 carefully. We acknowledge receipt of a copy of this disclosure: Docusigned by: � 5/3/2020 1 5:48 PM PDT Seller Date Buyer A �y Date Petaluma Corrunanih, Development Successor Agency t imeaAc Agent Date Agen Jti'�'�� Date 5/2/2020 8:43 PM PDT Sara Wann Lic. #01437146 dakmk wi ic. #01863748 Agent Date Agent Date Ken Bi=ell Lic. #0059 79 70 Alexandra Caceres Lic.#01901454 CONFIRMATION OF AGENCY We authorize the following agency: KEEGAN & COPPIN COMPANY, INC. IS THE AGENT OF: (CHECK ONE) LUXE PLACES INTERNATIONAL REALTY IS THE AGENT OF: (CHECK ONE) X The Seller exclusively X The Buyer exclusively: or Both the Buyer and Seller Both the Buyer and Seller CONFIRMED AND AUTHORIZED: CONF Y' ,N�I4.UTHORIZED: ,4 Vy� 5/3/2020 5:48 Seller Date Buyer Date Petaluma Conunanitr Development Successor A encr l g tt 09NQ ;4 -d by: Agent for Seller Agent for Bu el�t.�+a CAa4" 5/2/2020 8:43 Sara Wann Lic. #01437146/Ken Bi=ell Lic. #00597970 Julio Cacer 7� g g# lexandra Caceres Lic.#01901454 PROPERTY ADDRESS: Petaluma Auto Plaza / Industrial Avenue Petaluma, CA 94952 APN: 150-020-036 DocuSign Envelope ID: 717E5931-8EA6-4A83-A2E8-FBA279BCE7BD 2079.13. As used in Sections 2079.14 to 2079 24, inclusive, the following terms have the following meanings: (a) "Agent" means a person acting under provisions of Title 9 (commencing with section 2295) in areal property transaction, and includes a person who is licensed as areal property transaction, and includes a person who is licensed as areal estate broker under Chapter 3 (commencing with Section 10130) of Part I of Division 4 of the Business and Professions code, and under whose license a listing is executed or an offer to purchase is obtained. (b) "Associate license" means a person who is licensed as a real estate broker or salesperson under Chapter 3 (commencing with Section 10130) of Part I of Division 4 of the Business and Professions Code and who is either licensed under a broker or has entered into written contract with a broker to act as the broker's agent in connection with acts requiring a real estate license and to function under the broker's supervision in the capacity of an associate licensee. The agent in the real property transaction bears responsibility for his or her associate licensees who perform as agents of the agent. When as associate licensee owes a duty to any principal, or to transaction, that duty is equivalent to the duty owed to that party by the broker for whom the associate licensee functions. (c) "Buyer means a transferee in a real property transaction, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transaction. "Bayer" includes vendee or lessee. (d) "Commercial real property" means all real property in the state, except single-family residential real property, dwelling units made subject to Chapter 2 (commencing with Section 1940) of Title 5, nnobilehomes, as defined in Section 798.3, or recreational vehicles, as defined in Section 799.29. (e)"Dual agent" means an agent acting, either directly or through an associate licensee, as agent for both the seller and the buyer in a real property transaction. (f)"Listing agreement" means a contract between an owner of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer. (g) "Listing agent" means a person who has obtained a listing of real property to act as an agent for compensation. (h) "Listing price" is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the listing agent. (i) "Offering price" is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (j) "Offer to purchase" means a written contract executed by a buyer acting through a selling agent that becomes the contract for the sale of the real property upon acceptance by the seller. (k)"real property- means any estate specified by subdivision (1) or (2) of Section 761 in property that constitutes or is improved with one to four dwelling units, any commercial real property, any leasehold in these types ofpoperty exceeding one year's duration, and mobilehomes, when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business of Professions Code. (1) "Real property transaction' means a transaction for the sale of real property in which an agent is employed by one or more of the principals to act in that transaction, and includes a listing or an ober to purchase. (m) "Sell," "sale" or "sold" refers to a transaction for the transfer of real property from the seller to the buyer, and includes exchanges of real property between the seller and buyer, transactions for the creation ofa real property sales contract within the meaning of Section 2985, and transactions for the creation of leasehold exceeding one year's duration. (n) "Seller" means the transferor in a real property transaction, and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property or which he or she is the owner from an agent on behalf of another. "Seller' includes both a vendor and a lessor. (o) "Selling agent" means a listing agent who acts alone, or an agent who acts in cooperation with a listing agent, and who sells or finds and obtains a buyer for the real property, or an agent who locates property for a buyer or who finds a buyer for a property for which no listing exists and presents an offer to purchase to the seller. (p) -Subagent" means a person to whom an agent delegates agency powers as provided in Article 5(conanencing with Section 2349) of Chapter 1 oftitle 9. However, "subagent" does not include an associate licensee who is acting under the supervision of an agent in real property transaction. 2079.14. Listing agents and selling agents shall provide the seller and buyer in a real property transaction with a copy of the disclosure from specified in Section 2079. 16, and, except as provided in subdivision (c), shall obtain a signed acknowledgement ofreccipt from that seller or buyer, except as provided in this section or Section 2079.15, as follows: (a) The listing agent, ifany, shall provide the disclosure forum to the seller prior to entering into the listing agreement. (b)The selling agent shall provide the disclosure form to the seller as soon as practicable prior to presenting the seller with an offer to purchase, unless the selling agent previously provided the seller with a copy ofthe disclosure form pursuant to subdivision (a). (c) Where the selling agent does not deal on a face-to-face basis with the seller, the disclosure form prepared by the selling agent may be furnished to the seller (and acknowledgement ofreccipt obtained for the selling agent from the seller) by the listing agent, or the selling agent may deliver the disclosure form by certified mail addressed to the seller as his or her last known address, in which case no signed acknowledgement of this receipt is required. (d) The selling agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase, except that if the offer to purchase is not prepared by the selling agent, the selling agent shall present the disclosure form to the buyer not later that the next business day atter the selling agent receives the offer to purchase from the buyer. 2079.15 In any circumstance in which the seller or buyer refuses to sign an acknowledgement or receipt pursuant to Section 2079.14, the agent, or an associate licensee acting for the agent, shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.17. (a) As soon as practicable, the selling agent shall disclose to the buyer and seller whether the selling agent is acting in the real properly transaction exclusively as the buyer's agent, exclusively as the seller's agent, or as a dual agent representing both the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the selling agent prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as practicable, the listing agent shall disclose to the seller whether the listing agent is acting in the real property transaction exclusively as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the listing agent prior to our coincident with the execution of that contract by the seller. (c) The confirmation required by subdivisions (a) and (b) shall be in the following form: is the agent of is the agent of (Name of Listing Agent) (Name of Selling Agent if not the same as the Listing Agent) (Check one) (Check one) ( ) the seller exclusively; or ( 1 the buyer exclusively; or ( ) both the buyer and seller. ( ) the seller exclusively: or 1 ) both the buyer and seller (d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. 2079.18. No selling agent in a real property transaction may act as an agent for the buyer only, when the selling agent is also acting as the listing agent in the transaction. 2079.19. The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative or a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result ofa real estate transaction, and the terms of any such agreement shall not necessarily be determinative ofa particular relationship. 2079 20. Nothing in this article prevents and agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21. A dual agent shall not disclose to buyer that the seller is willing to sell the property as a price less than the listing price, without the express written consent of the seller. A dual agent shall not disclose to the seller that the buyer is willing to pay a price greater that the offering price, without the express written consent of the buyer. This section does not alter in any way the duty of responsibility ofa dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a listing agent from also being a selling agent, and the combination of these functions in one agent docs not, of itsell', make that agent a dual agent. 2079 23. (a) A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. (b) A lender or an auction company retained by a lender to control aspects ofa transaction of real property subject to this part, including validating the sales price, shall not require, as a condition of receiving the lender's approval of the transaction, the homeowner or listing agent to defend or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company. Any clause, provision, covenant, or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy. void. and unenforceable. 2079 24. Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees tiom liability for their conduct in connection with acts governed by this article or for any breach ofa fiduciary duty or a duty of disclosure.